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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on October 13, 2010

Registration No. 333-152671

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 8
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

First Wind Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 4911
(Primary Standard Industrial
Classification Code Number) 26-2583290
(I.R.S. Employer
Identification Number)

179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Paul Gaynor
Chief Executive Officer
First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Paul H. Wilson, Jr.
Executive Vice President,
General Counsel and Secretary
First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888 Richard J. Sandler
Joseph A. Hall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
212-450-4000 Dennis M. Myers, P.C.
Elisabeth M. Martin
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
312-862-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

          If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b 2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION TABLE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Class A Common Stock, par value $0.001 per share	13,800,000	$26.00	$358,800,000	$25,582

(1)

Includes 1,800,000 shares of Class A common stock that the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

(3)

Previously paid with the initial filing of this Form S-1 on July 31, 2008.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement relating to this prospectus filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 13, 2010

12,000,000 Shares

First Wind Holdings Inc.

Class A Common Stock

        We are offering 12,000,000 shares of our Class A common stock and we intend to use the net proceeds of this offering to repay debt, fund capital expenditures and for general corporate purposes.

        We will be a holding company and our sole asset will be approximately 51.6% of the aggregate Membership Interests of First Wind Holdings, LLC. Concurrently with the completion of this offering, we will issue 12,760,860 and 23,239,140 shares of Class A and Class B common stock, respectively, to members of First Wind Holdings, LLC.

        Before this offering there has been no public market for our Class A common stock. The initial public offering price of our Class A common stock is expected to be between $24.00 and $26.00 per share. We have applied to list our Class A common stock on the Nasdaq Global Market under the symbol "WIND."

        The underwriters have an option to purchase up to 1,800,000 additional shares from us to cover over-allotments, if any.

        Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 16.

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds to First Wind Holdings Inc.
Per share	$	$	$
Total	$	$	$

(1)

We have agreed to reimburse the underwriters for certain out-of-pocket legal expenses incurred by them in connection with this offering up to a maximum of $100,000. See "Underwriting."

        Delivery of the shares of Class A common stock will be made on or about                       .

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse Morgan Stanley Goldman, Sachs & Co. Deutsche Bank Securities

RBS

Citi Macquarie Capital     Piper Jaffray KeyBanc Capital Markets SOCIETE GENERALE

The date of this prospectus is                       2010.

OPERATING PROJECTS

TABLE OF CONTENTS

	PAGE
PROSPECTUS SUMMARY		1
RISK FACTORS		16
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		38
MARKET AND INDUSTRY DATA		40
USE OF PROCEEDS		40
DIVIDEND POLICY		40
CAPITALIZATION		41
DILUTION		42
UNAUDITED PRO FORMA FINANCIAL INFORMATION		43
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA		50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		54
INDUSTRY		88
BUSINESS		100
MANAGEMENT		132
EXECUTIVE COMPENSATION		139
PRINCIPAL STOCKHOLDERS		162
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		165
THE REORGANIZATION AND OUR HOLDING COMPANY STRUCTURE		170
DESCRIPTION OF CAPITAL STOCK		178
SHARES ELIGIBLE FOR FUTURE SALE		183
MATERIAL U.S. FEDERAL TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK		185
UNDERWRITING		187
LEGAL MATTERS		194
EXPERTS		194
CHANGE OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		194
WHERE YOU CAN FIND MORE INFORMATION		195
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

        The service marks for our company name, "FIRST WIND", and our trademark "CLEAN ENERGY. MADE HERE." are the property of First Wind Holdings, LLC. All other trademarks and service marks appearing in this prospectus are the property of their respective holders. All rights reserved.

        In this prospectus, unless the context otherwise requires, we refer to (i) First Wind Holdings Inc. and its subsidiaries, including First Wind Holdings, LLC, after giving effect to the reorganization described herein, as "First Wind," "we," "us," "our" or the "company"; (ii) entities in the D. E. Shaw group as "the D. E. Shaw group;" (iii) Madison Dearborn Capital Partners IV, L.P., as "Madison Dearborn;" and (iv) the D. E. Shaw group and Madison Dearborn collectively as "our Sponsors." We use the following electrical power abbreviations throughout this prospectus: "kW" means kilowatt, or 1,000 watts of electrical power; "MW" means megawatt, or 1,000 kW of electrical power; "GW" means gigawatt, or 1,000 MW of electrical power; "TW" means terawatt, or 1,000 GW of electrical power; and "kWh," "MWh," "GWh" and "TWh" mean an hour during which 1 kW, MW, GW or TW, as applicable, of electrical power has been continuously produced. Capacity refers to rated capacity. References in this prospectus to "NCF" mean net capacity factor, or the measure of a wind energy project's actual production expressed as a percentage of the amount of power the wind energy project could have produced running at full capacity for a particular period of time, and references to "RECs" mean renewable energy certificates or other renewable energy attributes, as the context requires. References to Series B Units in this prospectus are to First Wind Holdings, LLC's Series B Units, which were outstanding prior to the reorganization that will be effected immediately before completion of this offering. Unless otherwise indicated, the financial information in this prospectus represents the historical financial information of First Wind Holdings, LLC.

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PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus but does not contain all information that you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the information under "Risk Factors" beginning on page 16, and the consolidated financial statements included elsewhere in this prospectus.

First Wind Holdings Inc.

        We are an independent wind energy company focused solely on the development, financing, construction, ownership and operation of utility-scale wind energy projects in the United States. Our projects are located in the Northeastern and Western regions of the continental United States and in Hawaii. We have focused on these markets because we believe they provide the potential for future growth and investment returns at the higher end of the range available for wind projects. These markets are characterized by relatively high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built in a cost effective manner. Moreover, we have focused our efforts on projects and regions with significant expansion opportunities, often enabled by transmission solutions that we have developed and built.

        As of September 30, 2010, we operated seven projects with combined rated capacity of 504 MW, and we owned two lines that connect projects to the electricity grid (generator leads) with transmission capacity of approximately 1,200 MW. In 2009, we doubled the number of projects in our operating fleet, adding three new projects with an aggregate capacity of 386 MW. Two of these projects, Milford I, which sells power from Utah into Southern California, and Stetson I, which sells power in New England, include wholly-owned generator leads we had built in anticipation of expanding these projects. In March 2010, we commenced commercial operations of our seventh project, Stetson II, an expansion project in Maine with 26 MW of capacity.

        We manage our business with a team of professionals with experience in all aspects of wind energy development, financing, construction and operations. We have a track record of selecting projects from our development pipeline and converting them into operating projects that we believe will meet our financial return requirements. By the end of 2010, our goal is to have six additional projects with 268 MW of capacity operating or under construction. Four of these projects (totaling 232 MW) are currently under construction: Kahuku (30 MW) in Hawaii, Milford II (102 MW) in the West and Rollins (60 MW) and Sheffield (40 MW) in the Northeast.

        We target having approximately 1,000 MW of projects operating or under construction by the end of 2011. Thereafter, we target adding approximately 200 to 400 MW of operating/under-construction capacity each year to achieve our goal of having an operating/under-construction fleet of approximately 1,900 MW by the end of 2014. Expansions of current operating and under-construction projects make up approximately 32% (measured by capacity) of our targeted 2011-2012 projects. See "Business—Our Development Process" and "Business—Our Portfolio of Wind Energy Projects."

        We believe our development pipeline of approximately 4,000 MW should enable us to meet our 2014 goal of having an operating/under-construction fleet of approximately 1,900 MW. As of September 30, 2010, we had land rights for approximately 80% of our development pipeline and meteorological data for approximately 95% of our development pipeline, in the majority of cases covering at least three years. We have also conducted preliminary environmental screening for all of our projects. We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline. From time to time we have abandoned projects on which we had started development work, or re-categorized projects to a less advanced stage than we had previously assigned them. Our ability to complete our projects and achieve anticipated generation capacities is subject to numerous risks and uncertainties as described under "Risk Factors."

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        Wind energy project returns depend mainly on the following factors: energy prices, transmission costs, wind resources, turbine costs, construction costs, financing costs and availability and government incentives. In applying our strategy, we take into account the combination of all of these factors and focus on margins, return on invested capital and value creation as opposed solely to project size. Some of our projects, while having high construction costs, still offer attractive returns because of favorable wind resources or energy prices. Additionally, in many cases, smaller, more profitable projects can create as much absolute value as do larger, lower-returning projects. We assess the profitability of each project by evaluating its net present value. We also evaluate a project on the basis of its Project EBITDA, as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—How We Measure Our Performance," including the ratio of Project EBITDA to project development and construction costs.

        We closely manage our commodity price risk and generally construct wind energy projects only if we have put in place some form of a long-term power purchase agreement (PPA) and/or financial hedge. We have PPAs or hedges on all seven of our operating projects and we expect to have PPAs or hedges on all of our 2010 projects. As of September 30, 2010, approximately 90% of the estimated revenues through 2011 from our current operating projects were hedged. We plan to hedge approximately 90% of the estimated revenues for 2011 for the four projects currently under construction and the two projects we plan to have under construction in 2010. Most of the estimated aggregate revenues from our operating projects and 2010 projects is hedged through 2020. See "Business—Revenues; Hedging Activities."

        The United States is one of the largest and fastest growing wind energy markets, although capacity additions slowed in the first half of 2010. As of the end of 2009, the United States was the leading wind energy market in terms of cumulative installed wind power capacity as capacity increased by almost 10 GW, accounting for 39% of all new U.S. electric generating capacity in 2009, according to the American Wind Energy Association (AWEA). Moreover, our markets are among the highest growth U.S. markets due to demand driven by state-mandated renewable portfolio standards (RPS), premium electricity pricing, a shortage of renewable energy and strong wind resources. Based on estimates of IHS Emerging Energy Research (IHS EER), we believe that states in our markets in the Northeast, West and Hawaii will need approximately 42 GW of incremental renewable energy capacity to be built by 2020, assuming a 30% average net capacity factor.

Achievements

        We have achieved a number of milestones, including:

•

Northeast.  We completed two of the largest utility-scale wind energy projects in New England (Stetson I and Mars Hill in Maine) and obtained the first permit for a utility-scale wind energy project in Vermont since 1996, our Sheffield project, which is under construction. We built a 200 MW-rated 38-mile 115 kV generator lead in Washington County, Maine as part of our 57 MW Stetson I project. This provides sufficient excess capacity to accommodate up to 140 MW of our expansion projects, including our 26 MW Stetson II project, which commenced commercial operations in March 2010, and our 60 MW Rollins project, which began construction in September 2010. The generator lead interconnects to the ISO-NE market. For our Stetson II project, we have a long-term PPA with Harvard University to sell half of the electricity and RECs generated by the project. See "Business—Our Regions—Northeast."

•

West.  We entered into a long-term PPA with the Southern California Public Power Authority (SCPPA) to supply 20 years of power to the cities of Los Angeles, Burbank and Pasadena from Milford I, our 204 MW wind energy project in Utah. This project includes a 1,000 MW generator lead providing transmission to the electricity grid. Milford I commenced commercial operations in November 2009. Milford I is the first wind energy project to receive a grant of a

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right of way permit under the Bureau of Land Management's (BLM) new programmatic environmental impact statement for wind energy development. We have also started construction of Milford II (102 MW) and have capacity on our generator lead for future expansion projects. See "Business—Our Regions—West."

•

Hawaii.  We successfully completed and are operating our Kaheawa Wind Power I (KWP I) project in Maui, the largest wind energy project in Hawaii. See "Business—Our Regions—Hawaii." In July 2010, we received from the U.S. Department of Energy (DOE) a $117 million loan guarantee under Section 1703 of the American Recovery and Reinvestment Act of 2009 (ARRA) to help finance construction of our Kahuku project in Oahu. This is the first DOE loan guarantee for a wind energy project. Construction of Kahuku started in July 2010. We also have signed a PPA for our Kaheawa Wind Power II (KWP II) expansion project that is subject to approval by the Hawaii Public Utilities Commission (Hawaiian PUC).

•

Financing and U.S. Treasury Grants.  Since the beginning of 2009, in the midst of very difficult financial and credit markets, we have refinanced, raised or received approximately $2.3 billion for our company and projects in 19 refinancing and new capital-raising activities and customer prepayments. These activities included project debt financings, tax equity financings, intermediate holding company financings, government grants, Sponsor equity contributions and customer prepayments. In September 2009, we were among the first recipients of investment tax credit (ITC) cash grants from the U.S. Treasury under Section 1603 of the ARRA and have received approximately $254 million for four of our projects. See "Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives—American Recovery and Reinvestment Act of 2009 (ARRA)."

Revenues, Financing and Government Programs

        We generate revenues from the sale of electricity and the sale of RECs from our operating projects:

•

Electricity sales.  We typically sell the power generated by our projects (sometimes bundled with RECs) either pursuant to PPAs with local utilities or power companies or directly into the local power grid at market prices. Our PPAs have initial terms ranging from five to 20 years with fixed prices, market prices or a combination of fixed and market prices. We also seek to hedge a significant portion of the market component of our power sales revenue with financial swaps. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Power Purchase Agreements and Financial Hedging."

•

REC sales.  The RECs associated with renewable electricity generation can be "unbundled" and sold as separate attributes. In some states, we sell RECs to entities that must either purchase or generate specific quantities of RECs to comply with state or municipal RPS programs. Currently, 25 states and the District of Columbia have adopted RPS programs that operate in tandem with a credit trading system in which generators sell RECs for renewable power they generate.

        We have generated substantial net losses and negative operating cash flows since our inception. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry—We have generated substantial net losses and negative operating cash flows since our inception and expect to continue to do so as we develop and construct new wind energy projects." In addition, the amount of revenue we generate is subject to fluctuation due to a variety of factors and risks. For example, approximately 10% of our estimated revenue through 2011 from our operating projects is unhedged and is therefore subject to market-price fluctuations. In addition, a significant, long-term decline in market prices for electricity in our markets would adversely affect our un-hedged revenues and make it more difficult for us to develop our projects. Furthermore, the production of wind energy depends heavily on suitable

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wind conditions and if wind conditions are unfavorable, our electricity production and revenue may be substantially below our expectations. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry."

        We finance our projects with various sources of funds, depending on a project's stage of development and other factors. We use equity, turbine supply loans, construction loans, non-recourse project financings, tax equity financings, term loans and, recently, grants from the U.S. Treasury and a construction and term loan facility guaranteed by the DOE under the ARRA. We are in a capital intensive business and rely heavily on the debt and equity markets to finance the development and construction costs of our projects, and we may not be able to finance the growth of our business. See "Risk Factors—Risks Related to Our Financial Activities."

        We benefit from U.S. government programs established to stimulate the economy and increase domestic investment in the wind energy industry. In February 2009, the ARRA went into effect and extended the federal production tax credit (PTC) for renewable energy generators until the end of 2012. In the past, we have monetized PTCs through tax equity financings as part of our project financing strategy. In these transactions, we receive up-front payments, and our tax equity investors receive most of the operating cash flow and substantially all of the PTCs and taxable income or loss generated by the project until they achieve their targeted investment returns and return of capital, which we typically expect to occur in ten years. As a result, a tax equity financing substantially reduces the cash distributions from the applicable project available to us for other uses. Also, the period during which the tax equity investors receive most of the cash distributions from electricity sales and related hedging activities may last longer than expected if our wind energy projects perform below our expectations.

        The ARRA also made an investment tax credit available to wind energy projects in lieu of PTCs. Project owners can for the first time receive the cash equivalent of the ITC in the form of a grant paid by the U.S. Treasury representing 30% of ITC-eligible costs of building a wind energy project, namely, the costs of constructing energy-producing assets. In September 2009, our Cohocton and Stetson I projects were among the first recipients of such cash grants and have received approximately $254 million for four of our projects. We plan to apply for cash grants for our other 2010 projects. We have also applied for other federal government incentives, including loan guarantees from the DOE. In July 2010, we entered into a $117 million construction and term loan facility guaranteed by the DOE to help finance construction of our Kahuku project. See "Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives—American Recovery and Reinvestment Act of 2009 (ARRA)."

        We depend heavily on these programs to finance the projects in our development pipeline. If any of these incentives are adversely amended, reduced or eliminated, or if federal departments fail to administer these programs in a timely and efficient manner, it would have a material adverse effect on our ability to obtain financing. Similarly, if governmental authorities stop supporting, or reduce their support for, the development of wind energy projects, our revenues may be adversely affected, our economic return on certain projects may be reduced, our financing costs may increase and it may become more difficult to obtain financing.

Strategy

        Our business strategy is to build a diverse portfolio of operating projects and development opportunities. We seek opportunities where, if we are able to execute successfully, we will be able to generate attractive returns for our stockholders.

•

Focus on development of projects in markets with strong demand for renewable energy. We focus on developing projects to serve markets where there is strong demand for renewable energy, including states with RPS programs.

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•

Develop our existing pipeline of projects and expand existing operating projects. We have identified and are developing a broad pipeline of projects in our markets, including expanding our operating projects in existing locations. We believe expansion projects have lower execution risks than other projects.

•

Continue to identify and create a new pipeline of diverse development project opportunities in financially attractive markets. Our team of developers focuses our prospecting and development efforts on identifying new opportunities in our markets and acquiring existing wind energy assets that we believe will meet our financial return requirements in these markets.

•

Implement transmission solutions to support development opportunities.  We develop, own and operate generator leads connecting our projects to third-party electricity networks. Our Stetson generator lead has approximately 115 MW of capacity available for our future expansion projects and our Milford generator lead has approximately 750 MW of capacity available for our future expansion projects. Both of these generator leads are operating. We are building our Milford II and Rollins expansion projects using these leads, leaving 700 MW of additional capacity on these lines for our future expansion projects. Our generator lead assets and capabilities enable us to develop projects in areas that would otherwise present significant transmission challenges.

•

Focus on construction and operational control.  We believe having control of the construction and operation of our projects enhances our credibility, allows us to make rapid decisions and strengthens our relationships with landowners, local communities, regulators and other stakeholders. For construction projects, we manage and mitigate budget and schedule risks through arrangements with contractors that have significant experience constructing wind energy projects.

•

Obtain stable revenues from our operating fleet.  We manage exposure to market prices for electricity through long-term PPAs and hedging. We also seek to maximize the value of the RECs we generate by selling our electricity into markets that have higher RPS requirements and strong markets for RECs. We believe that stabilizing our revenue stream benefits us, our lenders and investors, and enhances our ability to obtain long-term, non-recourse financing for our projects on attractive terms.

•

Develop substantial local presence and community stakeholder involvement in our markets. We establish and maintain a local presence early in a project's development to work cooperatively with the communities where our projects are located to more fully understand each community's unique issues and concerns. We believe this helps us to better assess the feasibility of projects and enhances our ability to complete and operate them successfully.

Competitive Strengths

        We intend to use the following strengths to capitalize on what we believe to be significant opportunities for growth in the U.S. wind energy industry in general and in our markets in particular:

•

Track record in developing complex wind energy projects.  Our experienced management team has a track record of developing complex projects in each of our three markets. Our project development strategy sometimes includes the construction of generator leads, as in the case of Stetson I and Milford I, or the structuring and negotiation of creative financing and risk management solutions, as in our PPA with SCPPA for Milford I. In certain cases, as in KWP I, we took over projects from other developers who were unable to complete them.

•

Ability to finance multiple projects across our portfolio.  Wind energy project development and construction are capital intensive and require access to a relatively constant stream of financing. As a result, our ability to access capital markets efficiently and effectively is crucial to our growth. The recent worldwide financial and credit crisis has reduced the availability of liquidity and credit.

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However, since the beginning of 2009, we have refinanced, raised or received approximately $2.3 billion for our company and projects in 19 refinancing and new capital-raising activities and customer prepayments. These activities included project debt financings, tax equity financings, intermediate holding company financings, government grants, Sponsor equity contributions and customer prepayments. We expect to fund the development of our projects with a combination of cash flows from operations, debt financings, tax equity financings, government grants and capital markets transactions such as this offering. See "Business—Project Financing."

•

Established platform in attractive markets with significant growth opportunities.  We have a portfolio of projects in the Northeast, West and Hawaii where we believe we can generate attractive investment returns. These markets are characterized by high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built on cost-effectively. Many of our projects have significant expansion opportunities, which in some cases will enable us to use our existing generator leads. Expansions of our current operating and under-construction projects make up approximately 32% (measured by capacity) of our targeted 2011-2012 projects.

•

Well positioned to benefit from over-capacity in the turbine markets because we have few turbine commitments.  Because there is significant over-capacity in the turbine market, we have not entered into firm commitments to purchase turbines for projects in our development pipeline after 2010. We are engaged in a process of seeking requests for proposals from various turbine manufacturers for some of our 2011 and 2012 projects. We also have agreements in place that give us the right, but not the obligation, to purchase additional turbines after 2010, allowing us to cancel our turbine orders with the forfeiture of deposits. We believe this gives us flexibility to acquire turbines at attractive prices and on favorable terms.

•

Experienced management team that owns significant equity in the company.  Our management team is experienced in all aspects of the wind energy business. Over the past two years, we have added several key personnel to our team, primarily in the areas of construction, operations and finance. We believe we can achieve our operating/under-construction fleet goal of approximately 1,900 MW by the end of 2014 without significant additions to headcount and overhead costs related to non-operating activities. In addition, members of our senior management team have a meaningful equity stake in our company.

        Our ability to capitalize upon these strengths may be affected by a variety of factors, including competition for: suitable operating sites for projects; access to transmission and distribution networks; turbines and related components at affordable prices; employees with relevant experience; and the limited funds available for tax equity financing.

U.S. Market Opportunity

        According to AWEA, wind energy capacity in the United States grew at a compound annual growth rate (CAGR) of 34% from 2000 through 2009, although capacity additions slowed in the first half of 2010. Wind energy nonetheless accounted for only 1.8% of total U.S. electricity production in 2009 according to the Energy Information Administration (EIA). Based on data provided by IHS EER, we estimate that installed wind capacity in the United States will grow at a CAGR of 19% from 2009 through 2013. In certain U.S. markets, state-mandated RPS and similar voluntary programs, among other factors, have strengthened the demand for renewable energy.

        We believe wind energy growth in the United States is being driven primarily by:

•

decreasing costs in the U.S. wind industry supply chain;

•

continuing improvements in wind-turbine technologies that increase turbine generating capacity;

•

public concern about environmental issues, including climate change;

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•

favorable federal and state policies regarding climate change and renewable energy, exemplified by state RPS programs and the ARRA, that support the development of renewable energy;

•

increasing obstacles for the construction of conventional power plants; and

•

public concern over continued U.S. dependence on foreign energy imports.

Recent Developments—Operating Results for the Third Quarter 2010 (Unaudited)

        For the nine months ended September 30, 2010, we expect to record revenues from energy sales, REC sales and capacity sales, along with cash settlements of derivatives, of between $87.0 million and $90.0 million, compared with the $38.9 million recorded for the comparable 2009 period. Including fair value changes in derivatives, during the nine months ended September 30, 2010, we expect to record revenues of between $67.0 million and $70.0 million, compared with the $58.0 million recorded for the comparable 2009 period. We expect our Project EBITDA for the nine months ended September 30, 2010 to be between $37.0 million and $40.0 million, compared with the $22.4 million recorded for the comparable 2009 period. The increase in our revenues and Project EBITDA was primarily due to the increase in electricity generated as a result of the increased aggregate capacity resulting from additional projects in our operating fleet in 2010, compared with 2009. During the nine months ended September 30, 2010, we generated between 848,000 and 851,000 MWh of electricity, compared with the 437,143 MWh generated in the same period in 2009, due largely to our increased capacity. Average realized energy price for the nine months ended September 30, 2010 is expected to be between $81/MWh and $85/MWh, compared with $82/MWh for same period in 2009.

        Project EBITDA is a non-GAAP financial measure that can be reconciled to gross income (loss), which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP. For the nine months ended September 30, 2010 we expect to record gross income of between $17.0 million and $19.0 million, compared with $21.3 million for the same period in 2009. For a discussion of why we use Project EBITDA to assess the performance of our operating projects, a reconciliation of Project EBITDA to gross income (loss), as well as a discussion of the adjustments to GAAP revenues used to compute average realized energy price per MWh, see "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Risk Factors

        Our business is subject to numerous risks and uncertainties, including:

•

those relating to our ability to build our pipeline of projects under development or acquire wind energy assets and turn them into operating projects;

•

the impact of schedule delays, cost overruns, revenue shortfalls and lower-than-expected capacity for those projects we do place into operation;

•

our substantial net losses and negative operating cash flows;

•

government policies supporting renewable energy development;

•

our dependence on suitable wind conditions;

•

our ability to locate and obtain control of suitable operating sites;

•

the need for ongoing access to capital to support our growth;

•

our substantial indebtedness and its short-term maturities, which could limit our flexibility in operating our business and to plan for and react to unexpected events; and

•

the potential for mechanical breakdowns.

7

        You should carefully consider all of the information in this prospectus and, in particular, the information under "Risk Factors," prior to making an investment in our Class A common stock.

Class A Common Stock and Class B Common Stock

        After completion of this offering, our outstanding capital stock will consist of Class A common stock and Class B common stock. Investors in this offering will hold shares of Class A common stock. See "Description of Capital Stock."

The Reorganization and Our Holding Company Structure

        First Wind Holdings Inc. was formed for purposes of this offering and has only engaged in activities in contemplation of this offering. Upon completion of the offering, all of our business will continue to be conducted through First Wind Holdings, LLC, which is the holding company that has conducted all of our business to date. First Wind Holdings Inc. will be a holding company, whose principal asset will be its interest in First Wind Holdings, LLC. That interest will represent approximately 51.6% of the economic interests in our business, assuming the underwriters do not exercise their over-allotment option. First Wind Holdings Inc. will be the sole managing member of First Wind Holdings, LLC and will therefore control First Wind Holdings, LLC. Entities in the D. E. Shaw group and Madison Dearborn will collectively own substantially all of the balance of the economic interests in our business. As a holding company, our only source of cash flow from operations will be distributions from First Wind Holdings, LLC. See "The Reorganization and Our Holding Company Structure." After completion of this offering, First Wind Holdings Inc. will be a "controlled company" under the listing rules of the Nasdaq Stock Market (Nasdaq Listing Rules).

8

        The diagram below shows our organizational structure immediately after completion of this offering and related transactions, assuming no exercise of the underwriters' over-allotment option.

(1)

Certain entities in the D. E. Shaw group will receive Class A common stock rather than Series B Membership Interests (and the corresponding shares of Class B common stock). As a result, the D. E. Shaw group will hold a combination of Series B Membership Interests, Class A common stock and Class B common stock. The Class A common stock held by the D. E. Shaw group will have 48.0% of the voting power, and 25.6% of the economic rights, in First Wind Holdings Inc. if the underwriters exercise their over-allotment option in full. On a combined basis, the Class A common stock and Class B common stock held by the D. E. Shaw group will represent combined voting power of 35.3% in First Wind Holdings Inc. (or 34.0% if the underwriters exercise their over-allotment option in full).

(2)

The members of First Wind Holdings, LLC, other than us, will consist of our Sponsors and certain of our employees and current investors in First Wind Holdings, LLC.

(3)

The Class A common stockholders will have the right to receive all distributions made on account of our capital stock. Each share of Class A common stock and Class B common stock is entitled to one vote per share. The Class A common stock held by public stockholders will have 27.7% of the voting power, and 52.0% of the economic rights, in First Wind Holdings Inc. if the underwriters exercise their over-allotment option in full.

(4)

46.7% of the voting power in First Wind Holdings Inc. if the underwriters exercise their over-allotment option in full.

(5)

Series A Membership Interests and Series B Membership Interests will have the same economic rights in First Wind Holdings, LLC. Series A and Series B Membership Interests will have 53.3% and 46.7%, respectively, of the economic rights in our business through First Wind Holdings, LLC if the underwriters exercise their over-allotment option in full.

Corporate Information

        We began developing wind energy projects in North America in 2002. First Wind Holdings Inc. was incorporated in Delaware in May 2008. Our principal executive offices are located at 179 Lincoln Street, Suite 500, Boston, Massachusetts 02111, and our telephone number is (617) 960-2888. Our website is www.firstwind.com. The information contained on or accessible through our website, or any other website referenced in this prospectus, is not part of this prospectus and you should not consider it in making an investment decision.

9

The Offering

Class A common stock offered by us	12,000,000 shares.
Class A common stock to be outstanding after this offering	24,760,860 shares (assuming no exercise of the underwriters' over-allotment option).
Underwriters' over-allotment option	1,800,000 shares.
Class B common stock to be outstanding after this offering	23,239,140 shares. Shares of our Class B common stock will be issued in connection with, and in equal proportion to, issuances of Series B Membership Interests of First Wind Holdings, LLC. Each Series B Membership Interest of First Wind Holdings, LLC, together with a corresponding share of our Class B common stock, will be exchangeable for one share of Class A common stock as described under "The Reorganization and Our Holding Company Structure—Limited Liability Company Agreement of First Wind Holdings, LLC."
Use of proceeds	We expect to receive net proceeds from the sale of Class A common stock offered hereby, after deducting estimated underwriting discounts and commissions and estimated offering expenses, of approximately $275.5 million, based on an assumed offering price of $25.00 per share (the midpoint of the range set forth on the cover of this prospectus). We are required under the terms of our Wind Acquisition Loan to make a principal payment estimated to be approximately $15 to $20 million as a result of this offering. Additionally, we intend to use approximately $78.1 million of net proceeds from this offering to retire the First Wind Term Loan in March 2011 in advance of its March 2013 maturity. We intend to use the remainder of the offering proceeds to fund a portion of our project development and construction costs for 2010-2013 and for general corporate purposes.
Voting rights	Each share of our Class A common stock and Class B common stock will entitle its holder to one vote on all matters to be voted on by stockholders. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. After completion of this offering, the D. E. Shaw group and Madison Dearborn will own 51.5% (48.0% if the underwriters exercise their over-allotment option in full) and 91.0%, respectively, of the total number of shares of our outstanding Class A common stock and Class B common stock and will have effective control over the outcome of votes on all matters requiring approval by our stockholders.
Dividend policy	We do not anticipate paying dividends. See "Dividend Policy."
Risk factors	For a discussion of certain factors you should consider before making an investment, see "Risk Factors."

10

Proposed Nasdaq Global Market symbol "WIND"

        The number of shares to be outstanding after completion of this offering is based on 12,760,860 shares of Class A common stock and 23,239,140 shares of Class B common stock outstanding as of October 13 after giving effect to the reorganization described under "The Reorganization and Our Holding Company Structure." The number of shares to be outstanding after this offering excludes 5,500,000 additional shares of Class A common stock reserved for issuance under our long-term incentive plan.

        Unless we specifically state otherwise, the information in this prospectus assumes:

•

the implementation of the reorganization described in "The Reorganization and Our Holding Company Structure;" and

•

no exercise of the underwriters' over-allotment option.

11

Summary Financial and Operating Data

        The following tables present summary consolidated financial data as of and for the dates and periods indicated below. The summary consolidated statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the summary consolidated balance sheet data as of December 31, 2008 and 2009 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statement of operations data for the six months ended June 30, 2009 and 2010 and the summary consolidated balance sheet data as of June 30, 2010 are derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim period financial information, in the opinion of management, includes all adjustments, which are normal and recurring in nature, necessary for the fair presentation of the periods shown.

        The summary unaudited pro forma consolidated financial data for the year ended December 31, 2009 and for the six months ended June 30, 2010 have been prepared to give pro forma effect to all of the reorganization transactions described in "The Reorganization and Our Holding Company Structure" and this offering as if they had been completed as of January 1, 2009 with respect to the unaudited consolidated pro forma statement of operations and as of June 30, 2010 with respect to the unaudited pro forma consolidated balance sheet data. These data are subject and give effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma financial statements included elsewhere in this prospectus. The summary unaudited pro forma financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the reorganization transactions and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of financial condition data or results of operations as of any future date or for any future period. Pro forma net loss per share is based on the weighted average common shares outstanding.

        The summary consolidated financial data set forth below should be read in conjunction with the "Unaudited Pro Forma Financial Information," "Selected Historical Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results may not be indicative of the operating results to be expected in any future period.

12

		First Wind Holdings, LLC									First Wind Holdings Inc.			First Wind Holdings LLC						First Wind Holdings Inc.
		Year Ended December 31,												Six Months Ended June 30,
		2007			2008			2009			2009 Pro Forma			2009			2010			2010 Pro Forma
		(Dollars in thousands, except per share/unit amounts)
Statement of Operations Data:
Revenues:
Revenues		$	23,817		$	28,790		$	47,136		$	47,136		$	20,915		$	40,747		$	40,747
Cash settlements of derivatives			(1,670	)		(4,072	)		10,966			10,966			6,558			5,018			5,018
Fair value changes in derivatives			(9,801	)		14,760			17,175			17,175			12,708			3,976			3,976
Total revenues			12,346			39,478			75,277			75,277			40,181			49,741			49,741
Cost of revenues:
Project operating expenses			9,175			10,613			19,709			19,709			8,380			24,121			24,121
Depreciation and amortization of operating assets			8,800			10,611			34,185			34,185			15,741			24,055			24,055
Total cost of revenues			17,975			21,224			53,894			53,894			24,121			48,176			48,176
Gross income (loss)			(5,629	)		18,254			21,383			21,383			16,060			1,565			1,565
Other operating expenses:
Project development			25,861			35,855			35,895			35,895			16,987			23,337			23,337
General and administrative			13,308			44,358			39,192			39,192			19,145			18,641			18,641
Depreciation and amortization			1,215			2,325			3,381			3,381			1,422			2,285			2,285
Total other operating expenses			40,384			82,538			78,468			78,468			37,554			44,263			44,263
Income (loss) from operations		$	(46,013	)	$	(64,284	)	$	(57,085	)	$	(57,085	)	$	(21,494	)	$	(42,698	)	$	(42,698	)
Risk management activities related to non-operating projects		$	(21,141	)	$	42,138		$	—		$	—		$	—		$	—		$	—
	Net loss attributable per common unit (basic and diluted)(1)	$	(0.36	)	$	(0.05	)	$	(0.09	)				$	(0.03	)	$	(0.06	)
	Weighted average number of common units (basic and diluted)(1)		189,161,855			278,288,518			649,681,382						649,681,382			649,681,382
	Pro forma net loss per share—basic and diluted(1)										$	(1.24	)							$	(0.88	)
	Shares used in computing pro forma net loss per share—basic and diluted(1)											24,760,860									24,760,860
Other Financial Data:
	Net cash provided by (used in):
	Operating activities(2)	$	(26,370	)	$	(41,589	)	$	(54,478	)	$	(54,478	)	$	(23,590	)	$	217,032		$	217,032
	Investing activities		(334,007	)		(477,268	)		(253,533	)		(253,533	)		(116,745	)		(37,081	)		(37,081	)
	Financing activities		358,107			556,059			298,749			298,749			113,939			(167,344	)		(167,344	)
Selected Operating Data
	Rated capacity (end of period)		92 MW			92 MW			478 MW			478 MW			274 MW			504 MW			504 MW
	Electricity generated		239,940 MWh			275,024 MWh			656,365 MWh			656,365 MWh			304,803 MWh			568,724 MWh			568,724 MWh
	Average realized energy price(3)	$	103/MWh		$	97/MWh		$	85/MWh		$	85/MWh		$	78/MWh		$	81/MWh		$	81/MWh
	Project EBITDA(4)	$	14,945		$	15,589		$	35,867		$	35,867		$	15,198		$	23,154		$	23,154

(1)

The basic net loss attributable per common unit for each of the annual periods ended December 31, 2007, 2008 and 2009 and the six month periods ended June 30, 2009 and 2010 has been presented for informational and historical purposes only. After completion of this offering, as a result of the reorganization events that have taken place or that will take place immediately prior to completion of the offering as described in "The Reorganization and Our Holding Company Structure," the shares used in computing net earnings or loss per share will bear no relationship to these historical common units.

Pro forma basic and diluted net loss per share was computed by dividing the pro forma net loss attributable to our Class A common stockholders by the shares of Class A common stock that we will issue and sell in this offering, plus shares issued in connection with our initial capitalization, assuming that these shares of Class A common stock were outstanding for the entirety of each of the historical periods presented on a pro forma basis. No pro forma effect was given to the future potential exchanges of the Series B Membership Interests of our subsidiary, First Wind Holdings, LLC (and the equal number of shares of our Class B common stock), that will be outstanding immediately after the completion of this offering and the reorganization transactions for an equal number of shares of our Class A common stock because the issuance of shares of Class A common stock upon these exchanges would not be dilutive.

(2)

Operating cash flows for the six months ended June 30, 2010 include a prepayment for energy for our Milford I project of approximately $232 million.

13

(3)

Average realized energy price per MWh of energy generated is a metric that allows us to compare revenues from period to period, or on a project by project basis, regardless of whether the revenues are generated under a PPA, from sales at market prices with a financial swap, from sales at market prices or a combination of the three. Although average realized energy price is based, in part, on revenues recognized under accounting principles generally accepted in the United States (GAAP), this metric does not represent revenue per unit of production on a GAAP basis. We adjust GAAP revenues used to compute this metric in several respects:

•

Under GAAP, recognition of revenues from the sale of New England RECs is delayed due to regulations that limit their transfer to the buyer to quarterly trading windows that open two quarters subsequent to generation. To match New England REC revenue to the period in which the related power was generated, in calculating this metric, we add New England REC revenues attributable to generation during a period but not yet recognized under GAAP, and subtract New England REC revenue recognized under GAAP in the period but generated in a prior period.

•

In addition, in order to focus this metric on realized energy prices, we exclude the effects of mark-to-market adjustments on financial swaps.

Average realized energy price changes over time due to several factors. Historically, the most significant factor has been the growth of our business and the corresponding change in pricing mix. Each project has a different pricing profile, including varying levels of hedging in relation to electricity generation, and in certain cases, short periods of unhedged exposure to market price fluctuations as hedging agreements are put in place.

The table below shows the calculation of our average realized energy price for the periods presented:

			Year Ended December 31,							Six Months Ended June 30,						Nine Months Ended September 30,
			2007		2008			2009		2009			2010			2009
Numerator (in thousands)
	Total revenue		$	12,346	$	39,478		$	75,277	$	40,181		$	49,741		$	58,048
	Add (subtract):
		New England REC timing(a)		2,461		1,947			2,060		472			120			1,239
		Mark-to-market adjustments(b)		9,801		(14,760	)		(21,322)		(16,855	)		(3,976	)		(23,339	)
			$	24,608	$	26,665		$	56,015	$	23,798		$	45,885		$	35,948
Denominator (MWh)
		Total energy production		239,940		275,024			656,365		304,803			568,724			437,143
Average realized energy price
		(numerator/denominator)	$	103/MWh	$	97/MWh		$	85/MWh	$	78/MWh		$	81/MWh		$	82/MWh

(a)

New England REC timing represents the difference between: (i) New England RECs generated in earlier periods that qualified for GAAP revenue recognition in the applicable period and (ii) New England RECs generated in the applicable period and sold to a counterparty under a firm sales contract where revenue is deferred under GAAP until the applicable quarterly trading window occurs. The gross amounts of such New England RECs are as follows:

		Year Ended December 31,									Six Months Ended June 30,						Nine Months Ended September 30,
		2007			2008			2009			2009			2010			2009
		(in thousands)
New England RECs
	Included in revenues	$	(2,076	)	$	(4,488	)	$	(8,803	)	$	(4,593	)	$	(6,706	)	$	(7,328	)
	Generated during the period		4,537			6,435			10,863			5,065			6,826			8,567
		$	2,461		$	1,947		$	2,060		$	472		$	120		$	1,239

(b)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175, $12,708 and $19,192, for the year, the six months and the nine months, respectively.

(4)

We evaluate the performance of our operating projects on the basis of their Project EBITDA, which is a non-GAAP financial measure. We use Project EBITDA to assess the performance of our operating projects because we believe it is a measure that allows us to: (i) more accurately evaluate the operating performance of our projects based on the energy generated during each period (through the exclusion of mark-to-market adjustments and the effects of New England REC timing, for which the GAAP accounting treatment does not correspond to the energy generated during the period) and (ii) assess the ability of our projects to support debt and/or tax equity financing (through the exclusion of depreciation and amortization that is not indicative of capital costs that would be expected over the term of the financing and general and administrative expenses that are not incurred at the project level). Our ability to raise debt and/or tax equity financing for our projects is a key requirement of our development plan as described in "—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Financing Requirements." We believe it is important for investors to understand the factors that we focus on in managing the business, and therefore we believe Project EBITDA is useful for investors to understand. In addition, as long as investors consider Project EBITDA in combination with the most directly comparable GAAP measure, gross income (loss), we believe it is useful for investors to have information about our operating

14

performance on a period-by-period basis, without giving effect to GAAP requirements that require the recognition of income or expense that does not correspond to actual energy production in a given period, and we believe it is useful for investors to consider a measure that does not include project-related depreciation and amortization. Because lenders and providers of tax equity financing frequently disregard the non-cash charges and GAAP timing differences noted above when determining the financeability of a project, we believe that presenting information in this manner can help give investors an understanding of our ability to secure financing for our projects. Project EBITDA can be reconciled to gross income (loss), which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

				Year Ended December 31,									Six Months Ended June 30,						Nine Months Ended September 30,
				2007			2008			2009			2009			2010			2009
Gross income (loss)				$	(5,629	)	$	18,254		$	21,383		$	16,060		$	1,565		$	21,334
	Add (subtract):
			Depreciation and amortization of operating assets		8,800			10,611			34,185			15,741			24,055			23,445
			New England REC timing		2,461			1,947			2,060			472			120			1,239
			Mark-to-market adjustments(a)		9,801			(14,760	)		(21,322	)		(16,855	)		(3,976	)		(23,339	)
			KWP I property tax assessment(b)		(488	)		(463	)		(439	)		(220	)		1,390			(329	)
		Project EBITDA		$	14,945		$	15,589		$	35,867		$	15,198		$	23,154		$	22,350

(a)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175, $12,708 and $19,192, for the year, the six months and the nine months, respectively.



(b)

In June 2010, the County of Maui, Hawaii retroactively assessed property taxes for our KWP I project totaling approximately $1.4 million plus penalties and interest for 2007, 2008 and 2009. We have appealed these retroactive assessments as well as the amount then billed by the county for 2010. The KWP I property tax assessment adjustment reflects these retroactive assessments in the periods to which they relate.

Project EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for gross income (loss), net income or cash flow from operations data as measured under GAAP. We use Project EBITDA to assess the performance of our operating projects and not as a measure of our liquidity. Investors should consider cash flow from operations, and not Project EBITDA, when evaluating our liquidity and capital resources. The items excluded from Project EBITDA are significant components of our statement of operations and must be considered in performing a comprehensive assessment of our overall financial performance. Project EBITDA and the associated period-to-period trends should not be considered in isolation.

        The following table presents summary consolidated balance sheet data as of the dates indicated:

•

on an actual basis;

•

on a pro forma basis as of June 30, 2010 to give effect to all of the reorganization transactions described in "The Reorganization and Our Holding Company Structure"; and

•

on a pro forma as adjusted basis as of June 30, 2010 to give further effect to our sale of            shares of common stock in this offering at an assumed initial public offering price of $25.00 per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

		First Wind Holdings, LLC								First Wind Holdings Inc.
		As of December 31,								Pro Forma As of June 30, 2010		Pro Forma As Adjusted June 30, 2010
								As of June 30, 2010
		2007		2008		2009
		(in thousands)
Balance Sheet Data:
	Property, plant and equipment, net	$	192,076	$	187,316	$	950,610	$	848,739	$	848,739	$	848,739
	Construction in progress		346,320		571,586		472,526		450,536		450,536		450,536
	Total assets		770,666		1,311,591		1,698,154		1,615,439		1,615,439		1,876,222
	Long-term debt, including debt with maturities less than one year		465,449		532,441		632,046		495,338		495,338		480,638
	Members' capital/ stockholders' equity		147,876		653,092		849,373		794,352		798,702		1,074,185

15

RISK FACTORS

You should consider carefully each of the risks described below, together with all of the other information contained in this prospectus, before deciding to invest in our Class A common stock. If any of the following risks materializes, our business, financial condition and results of operations may be materially adversely affected. In that event, the trading price of our Class A common stock could decline, and you could lose some or all of your investment.

This prospectus also contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and elsewhere in this prospectus. See "Cautionary Statement Regarding Forward-Looking Statements."

Risks Related to Our Business and the Wind Energy Industry

If we cannot continue to build our pipeline of projects under development and turn them into operating projects, our business will not grow and we may have significant write-offs.

        We may be unable to meet our target of having approximately 1,900 MW of operating/under-construction capacity by 2014, because we will need to add new projects to our pipeline on an ongoing basis, including projects we acquire from others. In addition, we may have difficulty in converting our development pipeline into operating projects or may be unable to find suitable projects to add to our pipeline. These circumstances could prevent those projects from commencing operations or from meeting our original expectations about how much energy they will generate or the returns they will achieve. Since completing the projects in or added to our development pipeline as anticipated or at all involves numerous risks and uncertainties, some projects in our portfolio will not progress to construction or may be substantially delayed. From time to time we have abandoned projects on which we had started development work, or re-categorized projects to a less advanced stage than we had previously assigned them, representing in the aggregate approximately 145 MW of potential capacity. This resulted in $3.5 million, $3.1 million and $2.5 million of write-offs in 2008, 2009 and the six months ended June 30, 2010, respectively. Abandonment or re-categorization of our projects may make it difficult for us to achieve our capacity goals by our target dates. As we increase our development activities and the number of projects in our pipeline, such discontinuations and re-categorizations and the corresponding write-offs may increase. In addition, those projects that are constructed and begin operations may not meet our return expectations due to schedule delays, cost overruns or revenue shortfalls or they may not generate the capacity that we anticipate or result in receipt of revenue in the originally anticipated time period or at all. An inability to maintain and add to our development pipeline or to convert projects into financially successful operating projects would have a material adverse effect on our business, financial condition and results of operations.

We have generated substantial net losses and negative operating cash flows since our inception and expect to continue to do so as we develop and construct new wind energy projects.

        We have generated substantial net losses and negative operating cash flows from operating activities since our operations commenced. We had accumulated losses of approximately $233.4 million from our inception through June 30, 2010. For the year ended December 31, 2009 and the six months ended June 30, 2010, we generated net losses of $61.0 million and $51.7 million, respectively. In addition, our operating activities used cash of $54.5 million for the year ended December 31, 2009 and $15.0 million (excluding the $232.0 million prepayment for energy for our Milford I project) for the six months ended June 30, 2010.

        We expect that our net losses will continue and our cash used in operating activities will grow during the next several years, as compared with prior periods, as we increase our development activities and construct additional wind energy projects. Wind energy projects in development typically incur operating losses prior to commercial operation at which point the projects begin to generate positive

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operating cash flow. We also expect to incur additional costs, contributing to our losses and operating uses of cash, as we incur the incremental costs of operating as a public company. Our costs may also increase due to such factors as higher than anticipated financing and other costs; non-performance by third-party suppliers or subcontractors; increases in the costs of labor or materials; and major incidents or catastrophic events. If any of those factors occurs, our net losses and accumulated deficit could increase significantly and the value of our common stock could decline.

We depend heavily on federal, state and local government support for renewable energy, especially wind projects.

        We depend heavily on government policies that support renewable energy and enhance the economic feasibility of developing wind energy projects. The federal government and several of the states in which we operate or into which we sell power provide incentives that support the sale of energy from renewable sources, such as wind.

        The Internal Revenue Code provides a production tax credit (PTC) for each kWh of energy generated by an eligible resource. Under current law, an eligible wind facility placed in service prior to the end of 2012 may claim the PTC. The PTC is a credit claimed against the income of the owner of the eligible project.

        PTC eligible projects are also eligible for an investment tax credit (ITC) of 30% of the eligible cost-basis, which is in lieu of the PTC. The same placed-in-service deadline of December 31, 2012 applies for purposes of the ITC. The ITC is a credit claimed against the income of the owner of the eligible project.

        The American Recovery and Reinvestment Act of 2009 (ARRA) created a grant administered by the U.S. Treasury that provides for a cash payment of the amount an eligible project whose construction began in 2010 would otherwise be able to claim under the ITC. In addition, there are various programs for loan guarantees. See "Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives."

        In addition to federal incentives, we rely on state incentives that support the sale of energy generated from renewable sources, including state adopted renewable portfolio standards (RPS) programs. Such programs generally require that electricity supply companies include a specified percentage of renewable energy in the electricity resources serving a state or purchase credits demonstrating the generation of such electricity by another source. However, the legislation creating such RPS requirements usually grants the relevant state public utility commission the ability to reduce electric supply companies' obligations to meet the RPS requirements in certain circumstances. If the RPS requirements are reduced or eliminated, this could result in our receiving lower prices for our power and in a reduction in the value of our RECs, which could have a material adverse effect on us. See "Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives."

        We depend heavily on these programs to finance the projects in our development pipeline. If any of these incentives are adversely amended, eliminated, subjected to new restrictions, not extended beyond their current expiration dates, or if funding for these incentives is reduced, it would have a material adverse effect on our ability to obtain financing. A delay or failure by governmental authorities to administer these programs in a timely and efficient manner could have a material adverse effect on our financing.

        While certain federal, state and local laws, programs and policies promote renewable energy and additional legislation is regularly being considered that would enhance the demand for renewable energy, they may be adversely modified, legislation may not pass or may be amended and governmental support of renewable energy development, particularly wind energy, may not continue or may be reduced. If governmental authorities do not continue supporting, or reduce or eliminate their support

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for, the development of wind energy projects, our revenues may be adversely affected, our economic return on certain projects may be reduced, our financing costs may increase, it may become more difficult to obtain financing, and our business and prospects may otherwise be adversely affected.

Most of our revenue comes from sales of electricity and RECs, which are subject to market price fluctuations, and there is a risk of a significant, sustained decline in their market prices. Such a decline may make it more difficult to develop our projects.

        We may not be able to develop our projects economically if there is a significant, sustained decline in market prices for electricity or RECs without a commensurate decline in the cost of turbines and the other capital costs of constructing wind energy projects. Electricity prices are affected by various factors and may decline for many reasons that are not within our control. Those factors include changes in the cost or availability of fuel, regulatory and governmental actions, changes in the amount of available generating capacity from both traditional and renewable sources, changes in power transmission or fuel transportation capacity, seasonality, weather conditions and changes in demand for electricity. In addition, other power generators may develop new technologies or improvements to traditional technologies to produce power that could increase the supply of electricity and cause a sustained reduction in market prices for electricity and RECs. If governmental action or conditions in the markets for electricity or RECs cause a significant, sustained decline in the market prices of electricity or those attributes, without an offsetting decline in the cost of turbines or other capital costs of wind energy projects, we may not be able to develop and construct our pipeline of development projects or achieve expected revenues, which could have a material adverse effect on our business, financial condition and results of operations.

The production of wind energy depends heavily on suitable wind conditions. If wind conditions are unfavorable or below our estimates, our electricity production, and therefore our revenue, may be substantially below our expectations.

        The electricity produced and revenues generated by a wind energy project depend heavily on wind conditions, which are variable and difficult to predict. Operating results for projects vary significantly from period to period depending on the windiness during the periods in question. We base our decisions about which sites to develop in part on the findings of long-term wind and other meteorological studies conducted in the proposed area, which measure the wind's speed, prevailing direction and seasonal variations. Actual wind conditions, however, may not conform to the measured data in these studies and may be affected by variations in weather patterns, including any potential impact of climate change. Therefore, the electricity generated by our projects may not meet our anticipated production levels or the rated capacity of the turbines located there, which could adversely affect our business, financial condition and results of operations. In recent years and in the first quarter of 2010, the wind resources at our operating projects, while within the range of our long-term estimates, varied from the averages we expected. If the wind resources at a project are below the average level we expect, our rate of return for the project would be below our expectations and we would be adversely affected. Projections of wind resources also rely upon assumptions about turbine placement, interference between turbines and the effects of vegetation, land use and terrain, which involve uncertainty and require us to exercise considerable judgment. We or our consultants may make mistakes in conducting these wind and other meteorological studies. Any of these factors could cause us to develop sites that have less wind potential than we expected, or to develop sites in ways that do not optimize their potential, which could cause the return on our investment in these projects to be lower than expected.

        If our wind energy assessments turn out to be wrong, our business could suffer a number of material adverse consequences, including:

•

our energy production and sales may be significantly lower than we predict;

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•

our hedging arrangements may be ineffective or more costly;

•

we may not produce sufficient energy to meet our commitments to sell electricity or RECs and, as a result, we may have to buy electricity or RECs on the open market to cover our obligations or pay damages; and

•

our projects may not generate sufficient cash flow to make payments of principal and interest as they become due on our project-related debt, and we may have difficulty obtaining financing for future projects.

Natural events may reduce energy production below our expectations.

        A natural disaster, severe weather or an accident that damages or otherwise adversely affects any of our operations could have a material adverse effect on our business, financial condition and results of operations. Lightning strikes, blade icing, earthquakes, tornados, extreme wind, severe storms, wildfires and other unfavorable weather conditions or natural disasters could damage or require us to shut down our turbines or related equipment and facilities, impeding our ability to maintain and operate our facilities and decreasing electricity production levels and our revenues. Operational problems, such as degradation of turbine components due to wear or weather or capacity limitations on the electrical transmission network, can also affect the amount of energy we are able to deliver. Any of these events, to the extent not fully covered by insurance, could have a material adverse effect on our business, financial condition and results of operations.

Operational problems may reduce energy production below our expectations.

        Spare parts for wind turbines and key pieces of electrical equipment may be hard to acquire or unavailable to us. Sources for some significant spare parts and other equipment are located outside of North America. If we were to experience a shortage of or inability to acquire critical spare parts, we could incur significant delays in returning facilities to full operation. In addition, we generally do not hold spare substation main transformers. These transformers are designed specifically for each wind energy project, and the current lead time to receive an order for this type of equipment is over eight months. For example, operations at our Stetson I project were temporarily interrupted in February 2010 due to a transformer malfunction. If we had to replace any of our substation main transformers, we could be unable to sell electricity from the affected wind energy project until a replacement is installed. That interruption to our business might not be fully covered by insurance.

One of our key turbine suppliers, Clipper Windpower Plc, has experienced certain technical issues with its wind turbine technology and may continue to experience similar issues.

        Clipper, one of our two turbine suppliers in our existing operating fleet, entered the wind turbine market in 2007. Clipper's first prototype wind turbine, the 2.5 MW Liberty, was placed in service in April 2005. We now operate 116 Liberty turbines (290 MW) and plan to install 34 Liberty turbines in 2010 (85 MW). We have entered into agreements which provide us the right but not the obligation to acquire up to 253 Liberty turbines (633 MW) for installation during 2011-2015. We deployed the first eight commercially produced Liberty turbines at our Steel Winds I project, which commenced commercial operations on June 1, 2007. Since our initial deployment, Clipper has announced and remediated three defects affecting the Liberty turbines deployed by us and other customers that resulted in prolonged downtime for turbines at various projects, including our Steel Winds I and Cohocton projects. Among issues adversely affecting Liberty turbine performance were drive trains that incorporated a supplier-related deficiency, a design deficiency resulting in separation of bonding materials in the blades of several turbines and minor defects in the blade skin resulting from a defective manufacturing process. At present, all such items affecting our installed Clipper fleet have been remediated and average availability of the Liberty turbines in our fleet through 2010 is within warranted levels.

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        The Liberty turbines, however, may not perform in accordance with Clipper's specifications for their anticipated useful life or may require additional warranty or non-warranty repairs. In addition, the initial failure of performance has adversely affected our ability to arrange and close turbine supply loans, tax equity financing transactions and construction loans involving Liberty turbines. Moreover, Clipper may not be able to fund its obligations to us and its other customers under its outstanding warranty agreements.

        A failure of Clipper to produce Liberty turbines that perform within design specifications would preclude us from completing projects that could otherwise incorporate Clipper technology and likely result in our determination to elect not to purchase any or all Liberty turbines that we have the right but not the obligation to acquire from 2011 through 2015.

        We have paid Clipper approximately $60 million in deposits and progress payments towards turbine purchases from 2011–2015 and intend to pay approximately $30 million more in deposits and progress payments through January 15, 2011. If we elect for any reason not to acquire any additional turbines from Clipper, we will forfeit the pro rata portion of these deposits and progress payments corresponding to the schedule of future turbine purchases: $38.6 million for turbines scheduled to be purchased in 2011, $17.9 million for 2012, $10.7 million for 2013, $13.4 million for 2014 and $8.9 million for 2015.

        We have no commitments from turbine manufacturers other than Clipper for projects we plan to have in construction after 2010.

A portion of our revenues from the sale of RECs is not hedged, and we are exposed to volatility of commodity prices with respect to those sales.

        REC prices are driven by various market forces, including electricity prices and the availability of electricity from other renewable energy sources and conventional energy sources. We are unable to hedge a portion of our revenues from RECs in certain markets where conditions limit our ability to sell forward all of our RECs. Our ability to hedge RECs generated by our Northeast projects is limited by the unbundled nature of the RECs and the relative illiquidity of this market, and revenues associated with these RECs account for a majority of the unhedged revenue stream from our existing operating fleet. We are exposed to volatility of commodity prices with respect to the portion of RECs that are unhedged, including risks resulting from changes in regulations, including state RPS targets, general economic conditions and changes in the level of renewable energy generation. We expect to have quarterly variations in our revenues from the sale of unhedged RECs.

We have a limited operating history and our rapid growth may make it difficult for us to manage our business efficiently.

        Since we began our business in 2002 and began commercial operation of our first wind energy project in 2006, there is limited history to use to evaluate our business. You should consider our prospects in light of the risks and uncertainties growing companies encounter in rapidly evolving industries such as ours. Also, our rapid growth may make it difficult for us to manage our business efficiently, effectively manage our capital expenditures and control our costs, including general and administrative costs. These challenges could have a material adverse effect on our business, financial condition and results of operation.

We rely on a limited number of key customers.

        There are a limited number of possible customers for electricity and RECs produced in a given geographic location. As a result, we do not have many choices about the buyers of our electricity, which limits our ability to negotiate the terms under which we sell electricity. Also, since we depend on sales of electricity and RECs to certain key customers, our operations are highly dependent upon these customers' fulfilling their contractual obligations under our power purchase agreements (PPAs) and

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other material sales contracts. For example, 45% of our revenues were generated from sales of electricity under PPAs with four customers in the year ended December 31, 2009. Our customers may not comply with their contractual payment obligations or may become subject to insolvency or liquidation proceedings during the term of the relevant contracts. In addition, the credit support we received from such customers to secure their payments under the PPAs may not be sufficient to cover our losses if they fail to perform. To the extent that any of our customers are, or are controlled by, governmental entities, they may also be subject to legislative or other political action that impairs their contractual performance. Failure by any key customer to meet its contractual commitments or insolvency or liquidation of our customers could have a material adverse effect on our business, financial condition and results of operations.

We face competition primarily from other renewable energy sources and, in particular, other wind energy companies.

        We believe our primary competitors are developers and operators focused on renewable energy generation, and specifically wind energy companies. Renewable energy sources, including wind, biomass, geothermal and solar, currently benefit from various governmental incentives such as PTCs, ITCs, cash grants, loan guarantees, RPS programs and accelerated tax depreciation. Changes in any of these incentives could significantly disadvantage wind energy generators including us, compared with other renewable energy sources. Further, the energy industry is rapidly evolving and highly competitive. A reduction in demand for energy from renewable sources or our failure to identify and adapt to new technologies could have a material adverse effect on our business, financial condition and results of operations.

        We compete with other wind energy companies primarily for sites with good wind resources that can be built in a cost-effective manner. We also compete for access to transmission or distribution networks. Because the wind energy industry in the United States is at an early stage, we also compete with other wind energy developers for the limited pool of personnel with requisite industry knowledge and experience. Furthermore, in recent years, there have been times of increased demand for wind turbines and their related components, causing turbine suppliers to have difficulty meeting the demand. If these conditions return in the future, turbine and other component manufacturers may give priority to other market participants, including our competitors, who may have resources greater than ours.

        We compete with other renewable energy companies (and energy companies in general) for the financing needed to pursue our development plan. Once we have developed a project and put a project into operation, we may compete on price if we sell electricity into power markets at wholesale market prices. Depending on the regulatory framework and market dynamics of a region, we may also compete with other wind energy companies, as well other renewable energy generators, when we bid on or negotiate for a long-term PPA.

We also compete with traditional energy companies.

        We also compete with traditional energy companies. For example, depending on the regulatory framework and market dynamics of a region, we also compete with traditional electricity producers when we bid on or negotiate for a long-term PPA. Furthermore, technological progress in traditional forms of electricity generation (including technology that reduces or sequesters greenhouse gas emissions) or the discovery of large new deposits of traditional fuels could reduce the cost of electricity generated from those sources or make them more environmentally friendly, and as a consequence reduce the demand for electricity from renewable energy sources or render existing or future wind energy projects uncompetitive. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

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The growth of our business depends on locating and obtaining control of suitable operating sites.

        Wind energy projects require wind conditions that are found in limited geographic areas and, within these areas, at particular sites. These sites must also be suitable for construction of a wind energy project, including related roads and operations and maintenance facilities. Further, projects must be interconnected to electricity transmission or distribution networks. Once we have identified a suitable operating site, obtaining the requisite land rights (including access rights, setbacks and other easements) requires us to negotiate with landowners and local government officials. These negotiations can take place over a long time, are not always successful and sometimes require economic concessions not in our original plans. The property rights necessary to construct and interconnect our projects must also be insurable and otherwise satisfactory to our financing counterparties. In addition, our ability to obtain adequate property rights is subject to competition from other wind energy developers. If a competitor or other party obtains land rights critical to our project development efforts that we are unable to resolve, we could incur losses as a result of development costs for sites we do not develop, which we would have to write off. If we are unable to obtain adequate property rights for a project, including its interconnection, that project may be smaller in size or potentially unfeasible. Failure to obtain insurable property rights for a project satisfactory to our financing counterparties would preclude our ability to obtain third-party financing and could prevent ongoing development and construction of that project.

Negative public or community response to wind energy projects in general or our projects specifically can adversely affect our ability to develop our projects.

        Negative public or community response to wind energy projects in general or our projects specifically can adversely affect our ability to develop, construct and operate our projects. This type of negative response can lead to legal, public relations and other challenges that impede our ability to meet our development and construction targets, achieve commercial operations for a project on schedule, address the changing needs of our projects over time and generate revenues. Some of our projects are and have been the subject of administrative and legal challenges from groups opposed to wind energy projects in general or concerned with potential environmental, health or aesthetic impacts, impacts on property values or the rewards of property ownership, or impacts on the natural beauty of public lands. We expect this type of opposition to continue as we develop and construct our existing and future projects. An increase in opposition to our requests for permits or successful challenges or appeals to permits issued to us could materially adversely affect our development plans. If we are unable to develop, construct and operate the production capacity that we expect from our development projects in our anticipated timeframes, it could have a material adverse effect on our business, financial condition and results of operations.

We need governmental approvals and permits, including environmental approvals and permits, to construct and operate our projects. Any failure to procure and maintain necessary permits would adversely affect ongoing development, construction and continuing operation of our projects.

        The design, construction and operation of wind energy projects are highly regulated, require various governmental approvals and permits, including environmental approvals and permits, and may be subject to the imposition of related conditions that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal. We cannot predict whether all permits required for a given project will be granted or whether the conditions associated with the permits will be achievable. The denial of a permit essential to a project or the imposition of impractical conditions would impair our ability to develop the project. In addition, we cannot predict whether the permits will attract significant opposition or whether the permitting process will be lengthened due to complexities and appeals. For example, permit challenges delayed the start of construction of our Rollins and Sheffield projects. Delay in the review and permitting process for a project can impair or delay our ability to develop that project or increase the cost so substantially that the project is no longer attractive to us.

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We have experienced delays in developing our projects due to delays in obtaining non-appealable permits and may experience delays in the future. If we were to commence construction in anticipation of obtaining the final, non-appealable permits needed for that project, we would be subject to the risk of being unable to complete the project if all the permits were not obtained. If this were to occur, we would likely lose a significant portion of our investment in the project and could incur a loss as a result. Any failure to procure and maintain necessary permits would adversely affect ongoing development, construction and continuing operation of our projects.

Our development activities and operations are subject to numerous environmental, health and safety laws and regulations.

        We are subject to numerous environmental, health and safety laws and regulations in each of the jurisdictions in which we operate. These laws and regulations require us to obtain and maintain permits and approvals, undergo environmental impact assessments and review processes and implement environmental, health and safety programs and procedures to control risks associated with the siting, construction, operation and decommissioning of wind energy projects. For example, to obtain permits we could be required to undertake expensive programs to protect and maintain local endangered species. If such programs are not successful, we could be subject to penalties or to revocation of our permits. In addition, permits frequently specify permissible sound levels.

        If we do not comply with applicable laws, regulations or permit requirements, we may be required to pay penalties or fines or curtail or cease operations of the affected projects. Violations of environmental and other laws, regulations and permit requirements, including certain violations of laws protecting migratory birds and endangered species, may also result in criminal sanctions or injunctions.

        Environmental, health and safety laws, regulations and permit requirements may change or become more stringent. Any such changes could require us to incur materially higher costs than we currently have. Our costs of complying with current and future environmental, health and safety laws, regulations and permit requirements, and any liabilities, fines or other sanctions resulting from violations of them, could adversely affect our business, financial condition and results of operations.

Our ownership and operation of real property and our disposal of hazardous waste could result in our being liable for environmental issues.

        Certain environmental laws impose liability on current and previous owners and operators of real property for the cost of removal or remediation of hazardous substances. These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. They can also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are found to be contaminated. Such persons can be responsible for cleanup costs even if they never owned or operated the contaminated facility. In addition to actions brought by governmental agencies, private plaintiffs may also bring claims arising from the presence of hazardous substances on a property or exposure to such substances. Our liabilities arising from past or future releases of, or exposure to, hazardous substances may adversely affect our business, financial condition and results of operations.

We often rely on transmission lines and other transmission facilities that are owned and operated by third parties. We are exposed to transmission facility development and curtailment risks, which may delay and increase the costs of our projects or reduce the return to us on those investments.

        We often depend on electric transmission lines owned and operated by third parties to deliver the electricity we generate. Some of our projects have limited access to interconnection and transmission capacity because there are many parties seeking access to the limited capacity that is available. We may not be able to secure access to this limited interconnection or transmission capacity at reasonable prices or at all. Moreover, a failure in the operation by third parties of these transmission facilities could

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result in our losing revenues because such a failure could limit the amount of electricity we deliver. In addition, our production of electricity may be curtailed due to third-party transmission limitations or limitations on the grid's ability to accommodate intermittent energy sources, reducing our revenues and impairing our ability to capitalize fully on a particular project's potential. Such a failure or curtailment at levels significantly above which we expect could have a material adverse effect on our business, financial condition and results of operations.

        In certain circumstances, we have developed and in the future will develop our own generator leads from our projects to available electricity transmission or distribution networks when such facilities do not already exist. In some cases, these facilities may cover significant distances. To construct such facilities, we need approvals, permits and land rights, which may be difficult or impossible to acquire or the acquisition of which may require significant expenditures. We may not be successful in these activities, and our projects that rely on such generator lead development may be delayed, have increased costs or not be feasible. Our failure in operating these generator leads could result in lost revenues because it could limit the amount of electricity we are able to deliver. In addition, we may be required by law or regulation to provide service over our facilities to third parties at regulated rates, which could constrain transmission of our power from the affected facilities, or we could be subject to additional regulatory risks associated with being considered the owner of a transmission line.

We may be unable to construct our wind energy projects on time, and our construction costs could increase to levels that make a project too expensive to complete or make the return on our investment in that project less than expected.

        There may be delays or unexpected developments in completing our wind energy projects, which could cause the construction costs of these projects to exceed our expectations. We may suffer significant construction delays or construction cost increases as a result of a variety of factors, including:

•

failure to receive turbines or other critical components and equipment, including batteries, that meet our design specifications and can be delivered on schedule;

•

failure to complete interconnection to transmission networks;

•

failure to obtain all necessary rights to land access and use;

•

failure to receive quality and timely performance of third-party services;

•

failure to secure and maintain environmental and other permits or approvals;

•

appeals of environmental and other permits or approvals that we obtain;

•

failure to obtain capital to develop our pipeline;

•

shortage of skilled labor;

•

inclement weather conditions;

•

adverse environmental and geological conditions; and

•

force majeure or other events out of our control.

        Any of these factors could give rise to construction delays and construction costs in excess of our expectations. This could prevent us from completing construction of a project, cause defaults under our financing agreements or under PPAs that require completion of project construction by a certain time, cause the project to be unprofitable for us, or otherwise impair our business, financial condition and results of operations.

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Demand for wind turbines and related components may increase in the future. In that case, we may face difficulties in obtaining turbines and related components at affordable prices, in a timely manner or in sufficient quantities.

        While the turbine market currently has significant over-capacity, there have been times when the demand for wind turbines and their related components has exceeded supply. Turbine suppliers have at times had difficulty meeting the demand, leading to significant supply backlogs, increased prices, higher up-front payments and deposits and delivery delays. These market conditions may prevail again and if they do, may result in prices that are higher than the costs we expect, less favorable payment terms or may result in insufficient available supplies to sustain our growth. Delays in the delivery of ordered turbines and components could delay the completion of our projects under development.

Warranties from suppliers of turbines, which protect us against turbine non-performance, may be limited by the ability of the vendor to satisfy its obligations under the warranty. In addition, the warranties have time limits and if we are not ready for turbine installation at the time we receive a turbine, that warranty protection can be lost.

        When we purchase turbines, we also enter into warranty agreements with the manufacturer. However, there can be no assurance that the supplier will be able to fulfill its contractual obligations. In addition, these warranties generally expire within two to five years after the turbine delivery date or the date the turbine is commissioned. We may lose all or a portion of the benefit of a warranty if we take delivery of a turbine before we are able to deploy it, as we have in the past. If we seek warranty protection and the vendor is unable or unwilling to perform its obligations under the warranty, whether as a result of the vendor's financial condition or otherwise, or if the term of the warranty has expired, we may suffer reduced warranty availability for the affected turbines, which could have a material adverse effect on our business, financial condition and results of operations. Also, under such warranties, the warranty payments by the manufacturer are typically subject to an aggregate maximum cap that is a portion of the total purchase price of the turbines. Losses in excess of these caps would be our responsibility.

Our use and enjoyment of real property rights for our wind energy projects may be adversely affected by the rights of lienholders and leaseholders that are superior to those of the grantors of those real property rights to us.

        Our wind energy projects generally are and are likely to be located on land we occupy pursuant to long-term easements and leases. The ownership interests in the land subject to these easements and leases may be subject to mortgages securing loans or other liens (such as tax liens) and other easement and lease rights of third parties (such as leases of oil or mineral rights) that were created prior to our easements and leases. As a result, our rights under these easements or leases may be subject, and subordinate, to the rights of those third parties. We perform title searches and obtain title insurance to protect ourselves against these risks. Such measures may, however, be inadequate to protect us against all risk of loss of our rights to use the land on which our projects are located, which could have a material adverse effect on our business, financial condition and results of operations.

Many of our operating projects are, and other future projects may be, subject to regulation by the Federal Energy Regulatory Commission under the Federal Power Act or other regulations that regulate the sale of electricity, which may adversely affect our business.

        Some of our current operating projects are "Qualifying Facilities" (QFs) and/or "Exempt Wholesale Generators" (EWGs) that are exempt from regulation as public utilities by the Federal Energy Regulatory Commission (FERC) under the Federal Power Act (FPA). Many of our operating projects are, however, subject to rate regulation by FERC under the FPA, and certain of our under-construction and development projects may be subject to such rate regulation in the future. Our

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projects that are subject to rate regulation are required to obtain FERC acceptance of their rate schedules for wholesale sales of energy, capacity and ancillary services. FERC may revoke or revise an entity's authorization to make wholesale sales at market-based rates if FERC subsequently determines that such entity can exercise market power in transmission or generation, create barriers to entry or engage in abusive affiliate transactions or market manipulation. In addition, public utilities are subject to FERC reporting requirements that impose administrative burdens and that, if violated, can expose the company to criminal and civil penalties or other risks.

        Any market-based rate authority that we have or will obtain will be subject to certain market behavior rules. If we are deemed to have violated these rules, we will be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of our market-based rate authority, as well as potential criminal and civil penalties. If we were to lose market-based rate authority for a project, we would be required to obtain FERC's acceptance of a cost-based rate schedule and could become subject to, among other things, the burdensome accounting, record keeping and reporting requirements that are imposed on public utilities with cost-based rate schedules. This could have an adverse effect on the rates we charge for power from our projects and our cost of regulatory compliance.

        For our operating projects with more than 75MW of capacity, we are also subject to the reliability standards of the North American Electric Reliability Corporation (NERC). If we fail to comply with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties.

        Although the sale of electric energy has been to some extent deregulated, the industry is subject to increasing regulation and even possible re-regulation. Due to major regulatory restructuring initiatives at the federal and state levels, the U.S. electric industry has undergone substantial changes over the past several years. We cannot predict the future design of wholesale power markets or the ultimate effect ongoing regulatory changes will have on our business. Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the movement towards competitive markets. If deregulation of the electric power markets is reversed, discontinued or delayed, our business, financial condition and results of operations could be adversely affected.

Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

        We have been and continue to be involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Individuals and interest groups may sue to challenge the issuance of a permit for a wind energy project or seek to enjoin construction of a wind energy project. For example, proceedings have been instituted against us challenging the issuance of some of our permits. In addition, we may be subject to legal proceedings or claims contesting the construction or operation of our wind energy projects. For example, some residents near our Mars Hill project have commenced litigation against us based on our construction and operation of the project, including complaints relating to sound levels. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on our business, financial condition and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations. See "Business—Legal Proceedings."

Acquisition of existing wind energy assets involves numerous risks.

        Our strategy includes acquiring wind energy assets at various stages of development. The acquisition of existing wind energy assets involves numerous risks. They include: difficulty in developing the assets into operating projects; unanticipated costs and exposure to liabilities; difficulty in integrating

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the acquired assets; and, if the assets are in new markets, the risks of entering markets where we have limited experience. A failure to achieve the financial returns we expect when we acquire wind energy assets could have an adverse effect on our business.

We are not able to insure against all potential risks and may become subject to higher insurance premiums.

        Our business is exposed to the risks inherent in the construction and operation of wind energy projects, such as breakdowns, manufacturing defects, natural disasters, terrorist attacks and sabotage. We are also exposed to environmental risks. We have insurance policies covering certain risks associated with our business. Our insurance policies do not, however, cover losses as a result of force majeure, natural disasters, terrorist attacks or sabotage, among other things. We generally do not maintain insurance for certain environmental risks, such as environmental contamination. In addition, our insurance policies are subject to annual review by our insurers and may not be renewed at all or on similar or favorable terms. A serious uninsured loss or a loss significantly exceeding the limits of our insurance policies could have a material adverse effect on our business, financial condition and results of operations.

The loss of one or more members of our senior management or key employees may adversely affect our ability to implement our strategy.

        We depend on our experienced management team and the loss of one or more key executives could have a negative impact on our business. We also depend on our ability to retain and motivate key employees and attract qualified new employees. Because the wind industry is relatively new, there is a scarcity of top-quality employees with experience in the wind industry. If we lose a member of the management team or a key employee, we may not be able to replace him or her. Integrating new employees into our management team and training new employees with no prior experience in the wind industry could prove disruptive to our operations, require a disproportionate amount of resources and management attention and ultimately prove unsuccessful. An inability to attract and retain sufficient technical and managerial personnel could limit or delay our development efforts, which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Financial Activities

We may not be able to finance the growth of our business, including the development and construction of our wind energy projects and the growth of our organization.

        We are in a capital intensive business and rely heavily on the debt and equity markets to finance the development and construction costs of our projects and other projected capital expenditures. Completion of our projects requires significant capital expenditures and construction costs. Recovery of the capital investment in a wind energy project generally occurs over a long period of time. As a result, we must obtain funds from equity or debt financings, including tax equity transactions, or from government grants to develop and construct our existing project pipeline, to finance the acquisition of turbines, to identify and develop new projects and to pay the general and administrative costs of operating our business. The cost of turbines has historically represented approximately 70% of the total cost of an average wind energy project. The significant disruption in credit and capital markets generally that began in the fall of 2008 and has persisted has made it difficult to obtain financing on acceptable terms or, in some cases, at all. If we are unable to raise additional funds when needed, we could delay development and construction of projects, reduce the scope of projects or abandon or sell some or all of our development projects, or default on our contractual commitments to buy turbines in the future, any of which would adversely affect our business, financial condition and results of operations.

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Our substantial amount of indebtedness maturing in less than one year may adversely affect our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.

        As of June 30, 2010, we had outstanding indebtedness of approximately $516.9 million, which represented approximately 33.2% of our total debt and equity capitalization of $1,554.8 million (after giving effect to this offering and giving effect to the pro forma as adjusted assumptions set forth under "Capitalization"), including:

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$171.8 million of debt under turbine supply loans;

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$339.6 million of holding company and project term debt; and

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$5.5 million of other debt used to fund development, construction and general and administrative expenses.

        Of this amount, approximately $184.1 million matures prior to July 1, 2011. We do not have available cash or short-term liquid investments sufficient to repay all of this indebtedness and we have not obtained commitments for refinancing all of this debt. Therefore, we may not be able to extend the maturity of this indebtedness or to otherwise successfully refinance current maturities. If we are unable to repay or further extend the maturity on the $157.1 million of turbine supply loans included in this current indebtedness, we would be in default on these loans. In that event, we may be forced to sell the collateral securing the loans or surrender the collateral to the lender, which would result in a loss for financial reporting purposes and could have an adverse effect on our longer term operations, including a potential delay in completion of one or more of our Tier 1 projects.

        The initial report of our independent registered public accounting firm, dated April 30, 2009, on our consolidated financial statements as of and for the year ended December 31, 2008, contained an explanatory paragraph regarding our ability to continue as a going concern. After April 30, 2009, we obtained additional funding that removed the substantial doubt about whether we would continue as a going concern through December 31, 2009. The report of our independent registered public accounting firm dated March 24, 2010, on our consolidated financial statements as of and for the year ended December 31, 2009, does not contain such an explanatory paragraph; however, there may be in the future circumstances that raise substantial doubt about our ability to continue as a going concern. If doubts about our ability to continue as a going concern are raised in the future notwithstanding the additional funding we have obtained and the funding we will obtain from this offering, our stock price could drop and our ability to raise additional funds, to obtain credit on commercially reasonable terms or to remain in compliance with our covenants with lenders may be adversely affected.

        In addition, the assets of some of our subsidiaries collateralize their indebtedness, and in certain cases the assets of certain subsidiaries collateralize the indebtedness of other subsidiaries. This cross-collateralization means that a default by one subsidiary could trigger adverse consequences for other subsidiaries, including possible defaults under their debt agreements, which could have a material adverse effect on our business, financial condition and results of operations.

        Our substantial indebtedness could have important consequences. For example, it could:

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make it difficult for us to satisfy our obligations with respect to our indebtedness, and failure to comply with these obligations could result in an event of default under those agreements, which could be difficult to cure, or result in our bankruptcy;

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require us to dedicate an even greater portion of our cash flow to pay principal and interest on our debt, reducing the funds available to us and our ability to borrow to operate and grow our business;

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limit our flexibility to plan for and react to unexpected opportunities;

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make us vulnerable to adverse changes in general economic, credit and capital markets, industry and competitive conditions and adverse changes in government regulation; and

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place us at a disadvantage compared with competitors with less debt.

        Any of these consequences could materially and adversely affect our business, financial condition and results of operations. If we do not comply with our obligations under our debt instruments, we may be required to refinance all or part of our existing debt, borrow additional amounts or sell securities, which we may not be able to do on favorable terms, or at all. In addition, increases in interest rates and changes in debt covenants may reduce the amounts that we can borrow, reduce our net cash flow and increase the equity investment we may be required to make to complete development and construction of our projects. These increases could cause some of our projects to become economically unattractive. If we are unable to raise additional capital or generate sufficient operating cash flow to repay our indebtedness, we could be in default under our lending agreements and could be required to delay development and construction of our wind energy projects, reduce overhead costs, reduce the scope of our projects or abandon or sell some or all of our development projects, all of which could have a material adverse effect on our business, financial condition and results of operations.

If our subsidiaries default on their obligations under their debt instruments, we may need to make payments to lenders to prevent foreclosure on the collateral securing the debt, which would cause us to lose certain of our wind energy projects.

        Our subsidiaries incur various types of debt. Non-recourse debt is repayable solely from the applicable project's revenues and is secured by the project's physical assets, major contracts, cash accounts and, in many cases, our ownership interest in the project subsidiary. Limited recourse debt is debt where we have provided a limited guarantee and recourse debt is debt where we have provided a full guarantee, which means if our subsidiaries default on these obligations, we will be liable directly to those creditors, although in the case of limited recourse debt only to the extent of our limited recourse obligations. To satisfy these obligations, we may be required to use amounts distributed by our other subsidiaries as well as other sources of available cash, reducing the cash available to execute our business plan. In addition, if our subsidiaries default on their obligations under non-recourse financing agreements, we may decide to make payments to prevent the creditors of these subsidiaries from foreclosing on the relevant collateral. Such a foreclosure would result in our losing our ownership interest in the subsidiary or in some or all of its assets. The loss of our ownership interest in one or more of our subsidiaries or some or all of their assets could have a material adverse effect on our business, financial condition and results of operations.

Our hedging activities may not adequately manage our exposure to commodity and financial risk, may result in significant losses or require us to use cash collateral to meet margin requirements, each of which could adversely affect our results of operations and cash flow. Liquidity constraints could impair our ability to execute favorable financial hedges in the future.

        Our ownership and operation of wind energy projects exposes us to volatility in market prices of electricity and RECs.

        In an effort to stabilize our revenue from electricity sales, we evaluate the electricity sale options for each of our development projects, including the appropriateness of entering into a PPA or a financial swap, or both. If we sell our electricity into an independent system operator (ISO) market without a PPA, we may enter into a financial swap to stabilize all or a portion of our estimated revenue stream. Under the terms of our existing financial swaps, we are not obligated to physically deliver or purchase electricity. Instead, we receive payments for specified quantities of electricity based on a fixed price and are obligated to pay our counterparty the market price for the same quantities of electricity. These financial swaps cover quantities of electricity that we estimate we are highly likely to produce. As

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a result, gains or losses under the financial swaps are designed to be offset by decreases or increases in our revenues from spot sales of electricity in liquid ISO markets. However, the actual amount of electricity we generate from operations may be materially different from our estimates for a variety of reasons, including variable wind conditions and turbine availability. If a project does not generate the volume of electricity covered by the associated swap contract, we could incur significant losses if electricity prices in the market rise substantially above the fixed price provided for in the swap. If a project generates more electricity than is contracted in the swap, the excess production will not be hedged and the revenues we derive will be exposed to market price fluctuations.

        We would also incur financial losses as a result of adverse changes in the mark-to-market values of the financial swaps or if the counterparty fails to make payments. We could also experience a reduction in operating cash flow if we are required to post margin in the form of cash collateral. We often are required to post cash collateral and issue letters of credit, which fluctuate based on changes in commodity prices, to backstop our obligations under our hedging arrangements. These actions reduce our available borrowing capacity under the credit facilities under which these letters of credit are issued. We have been and expect in the future to be required to post additional cash collateral or issue additional letters of credit if electricity and oil prices rise. We may be exposed to counterparty credit risk, and may suffer losses, if we enter into hedges with entities that are not creditworthy or we obtain credit support that is inadequate with respect to a counterparty.

        We enter into PPAs when we sell our electricity into non-ISO markets or where we believe it is otherwise advisable. Under a PPA, we contract to sell all or a fixed proportion of the electricity generated by one of our projects, sometimes bundled with RECs and capacity, to a customer, often a utility. We do this to stabilize our revenues from that project. We are exposed to the risk that the customer will fail to perform under a PPA, with the result that we will have to sell our electricity at the market price, which could be disadvantageous in the case of fixed-price PPAs. We also in some instances commit to sell minimum levels of generation. If the project generates less than the committed volumes, we may be required to buy the shortfall of electricity on the open market or make payments of liquidated damages.

        We often seek to sell forward a portion of our RECs to fix the revenues from those attributes and hedge against future declines in prices of RECs. If our projects do not generate the amount of electricity required to earn the RECs sold forward or if for any reason the electricity we generate does not produce RECs for a particular state we may be required to make up the shortfall of RECs through purchases on the open market or make payments of liquidated damages. Further, current market conditions may limit our ability to hedge sufficient volumes of our anticipated RECs, leaving us exposed to the risk of falling prices for RECs. Future prices for RECs are also subject to the risk that regulatory changes will adversely affect prices.

We are subject to credit and performance risk from third parties under service and supply contracts.

        We enter into contracts with vendors to supply equipment, materials and other goods and services for the development, construction and operation of wind projects as well as for other business operations. If vendors do not perform their obligations, we may have to enter into new contracts with other vendors at a higher cost or may have schedule disruptions.

We rely on tax equity financing arrangements to realize the benefits provided by PTCs and accelerated tax depreciation. These arrangements may limit the cash distributions we receive and restrict the manner in which we conduct our business.

        Through June 30, 2010, we have entered into four tax equity financing transactions in which we received an aggregate of $388 million ($146.3 million in two transactions in 2007, $19.7 million in 2008 and $222.1 million in 2009) from tax equity investors in return for investments in our projects. The

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2009 amount of $222.1 million consisted of an equity investment of $102.1 million and a redeemable interest of $120 million. We repaid the redeemable interest in March 2010 with the proceeds from an ARRA cash grant. The tax equity investors are entitled to most of the applicable project's operating cash flow from electricity sales and related hedging activities, and substantially all of the PTCs and taxable income or loss until they achieve their respective agreed rates of return, which we expect to occur in 10 years.

        As a result, a tax equity financing substantially reduces the cash distributions from the applicable project available to us for other uses, and the period during which the tax equity investors receive most of the cash distributions from electricity sales and related hedging activities may last longer than expected if our wind energy projects perform below our expectations.

        Our ability to enter into tax equity arrangements in the future depends on the extension of the expiration date or renewal of the PTC, without which the market for tax equity financing would likely cease to exist. Moreover, there are a limited number of potential tax equity investors, they have limited funds and wind energy developers compete with other renewable energy developers and others for tax equity financing. In addition, conditions in financial and credit markets generally may result in the contraction of available tax equity financing. As the renewable energy industry expands, the cost of tax equity financing may increase and there may not be sufficient tax equity financing available to meet the total demand in any year. If we are unable to enter into tax equity financing agreements with attractive pricing terms or at all, we may not be able to use the tax benefits provided by PTCs and accelerated tax depreciation, which could have a material adverse effect on our business, financial condition and results of operations.

        Our tax equity financing agreements provide our tax equity investors with various approval rights with respect to the applicable project or projects, including approvals of annual budgets, indebtedness, incurrence of liens, sales of assets outside the ordinary course of business and litigation settlements. These approval rights may restrict how we conduct our business.

We have had material weaknesses and significant deficiencies in our internal control over financial reporting. Any material weaknesses or significant deficiencies in our internal controls could result in a material misstatement in our financial statements as well as result in our inability to file periodic reports timely as required by federal securities laws, which could have a material adverse effect on our business and stock price.

        We are required to design, implement and maintain effective controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.

        We have had material weaknesses in our internal control over financial reporting that related to the adequacy of our financial and accounting organization support for our financial accounting and reporting needs. These weaknesses mainly resulted from a lack of sufficient personnel, and contributed to significant deficiencies related to: (1) effective policies and procedures designed to ensure certain costs are capitalized in accordance with generally accepted accounting principles and captured in the appropriate accounting period; (2) an effective process to ensure the completeness of accounts payable and accrued expenses; and (3) an effective review, approval and communications process for journal entries.

        While we are implementing procedures designed to remediate these weaknesses and deficiencies, we cannot be certain that we will not in the future have material weaknesses or significant deficiencies in our internal control over financial reporting, or that we will successfully remediate any that we find. If, in the future, we have weaknesses or deficiencies in our internal controls, that could result in a material misstatement in our annual or interim consolidated financial statements or cause us to fail to meet our obligations to file periodic financial reports with the SEC. We also may not be able conclude

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on an ongoing basis that we have effective internal control over financial reporting as contemplated by Section 404 of the Sarbanes-Oxley Act of 2002 or our independent registered public accounting firm may issue an adverse opinion on the effectiveness of our internal control over financial reporting. Any of these failures could result in adverse consequences that could materially and adversely affect our business, including potential action by the SEC against us, possible defaults under our debt agreements, stockholder lawsuits, delisting of our stock and general damage to our reputation.

Risks Related to Our Structure

We are a holding company and our only material asset after completion of the reorganization and this offering will be our interest in First Wind Holdings, LLC, and accordingly we are dependent upon distributions from First Wind Holdings, LLC to pay taxes and other expenses.

        We will be a holding company and will have no material assets other than our ownership of Series A Membership Interests of First Wind Holdings, LLC. We will have no independent means of generating revenue. First Wind Holdings, LLC will be treated as a partnership for U.S. federal income tax purposes and, as such, will not itself be subject to U.S. federal income tax. Instead, its taxable income will generally be allocated to its members, including us, pro rata according to the number of membership units each member owns. Accordingly, we will incur income taxes on our proportionate share of any net taxable income of First Wind Holdings, LLC and also will incur expenses related to our operations. We intend to cause First Wind Holdings, LLC to distribute cash to its members in an amount at least equal to the amount necessary to cover their tax liabilities, if any, with respect to their allocable share of the net income of First Wind Holdings, LLC. To the extent that we need funds to pay our tax or other liabilities or to fund our operations, and First Wind Holdings, LLC is restricted from making distributions to us under applicable agreements, laws or regulations or does not have sufficient cash to make these distributions, we may have to borrow funds to meet these obligations and operate our business and our liquidity and financial condition could be materially adversely affected.

We will be required to pay certain holders of Series B Membership Interests most of the tax benefit of any depreciation or amortization deductions we may claim as a result of the tax basis step up we receive in connection with future exchanges of Series B Membership Interests.

        We expect that any future exchanges of Series B Membership Interests (together with an equal number of shares of our Class B common stock) for shares of our Class A common stock will result in increases in the tax basis in the tangible and intangible assets of First Wind Holdings, LLC. Any such increases in tax basis would reduce the amount of tax that we would otherwise be required to pay in the future. We will be required to pay a portion of the cash savings we actually realize from such increase to certain holders of the Series B Membership Interests, which include our Sponsors and certain of our employees and current investors, pursuant to a tax receivable agreement. See "The Reorganization and Our Holding Company Structure—Tax Receivable Agreement."

        We intend to enter into a tax receivable agreement with certain current members of First Wind Holdings, LLC and certain future holders of the Series B Membership Interests, pursuant to which we will pay them 85% of the amount of the cash savings, if any, in U.S. federal, state and local income tax that we realize (or are deemed to realize in the case of an early termination payment by us, or a change in control, as discussed below) as a result of these possible future increases in tax basis. Any actual increases in tax basis, as well as the amount and timing of any payments under the tax receivable agreement cannot be predicted reliably at this time. The amount of any such increases will vary depending upon a number of factors, including the timing of exchanges, the price of our Class A common stock at the time of the exchanges, the extent to which such exchanges are taxable, the amount and timing of our income and the tax rates then applicable. As a result of the size and increases in our share of the tax basis in the tangible and intangible assets of First Wind Holdings, LLC attributable to our interest therein, the payments that we may be required to make pursuant to the tax

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receivable agreement could be substantial for periods in which we generate taxable income. However, because we have not generated taxable income to date and do not expect to generate taxable income in the near-term, it is difficult to predict when and if we will make payments under the tax receivable agreement. Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2009, if all of the Series B Membership Interests were acquired by us in taxable transactions at the time of the closing of this offering for a price of $25.00 (the midpoint of the range on the cover of this prospectus) per Series B Membership Interest, we estimate that the amount that we would be required to pay under the tax receivable agreement could be approximately $45.0 million. The actual amount may materially differ from this hypothetical amount, as potential future payments will be calculated using the market value of our Class A shares and the prevailing tax rates at the time of relevant exchange and will be dependent on us generating sufficient future taxable income to realize the benefit.

        If the Internal Revenue Service successfully challenges the tax basis increases described above, we will not be reimbursed for any payments made under the tax receivable agreement. As a result, in certain circumstances, we could be required to make payments under the tax receivable agreement in excess of our cash tax savings.

If we are deemed to be an investment company under the Investment Company Act, our business would be subject to applicable restrictions under that Act, which could make it impracticable for us to continue our business as contemplated.

        We believe our company is not an investment company under the Investment Company Act because we are the managing member of First Wind Holdings, LLC and we are primarily engaged in a non-investment company business. We intend to conduct our operations so that we will not be an investment company. However, if we are deemed an investment company, restrictions imposed by the Investment Company Act, including limitations on our capital structure and our ability to transact with affiliates, and changes in financial reporting and regulatory disclosure requirements as a result of being an investment company, could make it impractical for us to continue operating our business as contemplated.

Risks Related to this Offering and Our Class A Common Stock

We will continue to be controlled by our Sponsors after the completion of this offering, which will limit your ability to influence corporate activities and may adversely affect the market price of our Class A common stock.

        Upon completion of the offering, the D. E. Shaw group and Madison Dearborn will own or control outstanding common stock representing, in the aggregate, an approximately 70.6% voting interest in us, or approximately 68.1%, if the underwriters exercise their over-allotment option in full. As a result of this ownership, our Sponsors will have effective control over the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, the adoption of amendments to our certificate of incorporation and bylaws and approval of a sale of the company and other significant corporate transactions. Our Sponsors can also take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. Prior to the completion of this offering we and our Sponsors will enter into a nominating and voting agreement pursuant to which we will agree to nominate individuals designated by our Sponsors to the board of directors and the Sponsors will agree to vote all of the shares of Class A common stock and Class B common stock held by them together on certain matters submitted to a vote of our common stockholders, as described under "The Reorganization and Our Holding Company Structure—Nominating and Voting Agreement."

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The interests of our Sponsors may conflict with the interests of our other stockholders.

        The interests of our Sponsors, or entities controlled by them, may not coincide with the interests of the holders of our Class A common stock. For example, our Sponsors could cause us to make acquisitions or engage in other transactions that increase the amount of our indebtedness or the number of outstanding shares of Class A common stock or sell revenue-generating assets. Additionally, our Sponsors are in the business of trading securities of, and/or investing in, energy companies, including wind energy producers, and related products, including derivatives, commodities and power, and may, from time to time, compete directly or indirectly with us or prevent us from taking advantage of corporate opportunities. Our Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Conflicts of interest may arise because some of our directors are representatives of our controlling stockholders.

        Messrs. Aube, Eilers, Martin and Raino, who are representatives of our Sponsors, serve on our board of directors. As discussed above, our Sponsors and entities controlled by them may hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of our Sponsors, on the one hand, and the interests of our other stockholders, on the other hand, arise, these directors may not be disinterested. Although our directors and officers have a duty of loyalty to us under Delaware law and our certificate of incorporation, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors, or a committee consisting solely of disinterested directors, approves the transaction, (2) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approves the transaction or (3) the transaction is otherwise fair to us. Under our certificate of incorporation, representatives of our Sponsors are not required to offer to us any transaction opportunity of which they become aware and could take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is offered to them solely in their capacity as a director of ours.

We have limited the liability of, and have agreed to indemnify, our Sponsors, their affiliates and their subsidiaries, as well as our directors and officers, which may result in these parties assuming greater risks.

        The liability of our Sponsors, their affiliates and their subsidiaries, as well as of our directors and officers, is limited, and we have agreed to indemnify each of these parties to the fullest extent permitted by law. This may lead such parties to assume greater risks when making investment-related decisions than they otherwise would.

        Under our certificate of incorporation and bylaws, the liability of our directors, officers and employees is limited. Similarly, First Wind Holdings, LLC's limited liability company agreement contains provisions limiting its managing member's, members', officers' and their respective affiliates', including our Sponsors', liability to First Wind Holdings, LLC and its unit holders. Because First Wind Holdings, LLC is a limited liability company, the exculpation and indemnification provisions in its limited liability company agreement are not subject to the limitations set forth in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers. In addition, we have contractually agreed to indemnify our directors to the fullest extent permitted by law. These protections may result in the indemnified parties' tolerating greater risks when making investment-related decisions than otherwise would be the case, for example when determining whether to use leverage in connection with investments. The indemnification

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arrangements may also give rise to legal claims for indemnification that are adverse to us and holders of our common stock.

We will be a "controlled company" within the meaning of Nasdaq Listing Rules and, as a result, will qualify for, and rely on, applicable exemptions from certain corporate governance requirements.

        After completion of this offering we will be a "controlled company" under the listing rules of the Nasdaq Stock Market (Nasdaq Listing Rules). Under these rules, a company of which more than 50% of the voting power is held by a group is a "controlled company" and may elect not to comply with certain corporate governance requirements under the Nasdaq Listing Rules, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that the nominating committee be composed entirely of independent directors, (3) the requirement that the compensation committee be composed entirely of independent directors and (4) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. We intend to rely on this exemption to the extent it is applicable, and therefore we will not have a majority of independent directors or nominating and compensation committees consisting entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are not deemed "controlled companies."

The market price of our Class A common stock could decline due to the large number of shares of Class A common stock eligible for future sale upon the exchange of Series B Membership Interests.

        The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock eligible for future sale upon the exchange of Series B Membership Interests (together with an equal number of shares of our Class B common stock), or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also may make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate.

        After completion of this offering, approximately 23,239,140 Series B Membership Interests of First Wind Holdings, LLC will be outstanding. Each Series B Membership Interest, together with a share of Class B common stock, will be exchangeable for one share of Class A common stock as described under "The Reorganization and Our Holding Company Structure—Limited Liability Company Agreement of First Wind Holdings, LLC." We will enter into a registration rights agreement with our current investors pursuant to which we will grant such investors registration rights with respect to shares of Class A common stock.

Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resources and management attention.

        Before this offering, we have not been subject to the reporting requirements of the Exchange Act or the other rules and regulations of the SEC or any stock exchange relating to publicly-held companies. We are working with our legal, independent auditing and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and fulfill our obligations as a public company. These areas include corporate governance, corporate controls, internal audit, disclosure controls and procedures, financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, the expenses that will be required in order to prepare adequately for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable management time and attention.

        In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be forced to

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accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

Our certificate of incorporation, bylaws and Delaware law contain provisions that could discourage another company from acquiring us, may prevent attempts by our stockholders to replace or remove our current management and could negatively affect our stock price.

        Some provisions of our certificate of incorporation, bylaws and Delaware law may have the effect of delaying, discouraging or preventing a merger or acquisition that our stockholders may consider favorable, including transactions in which stockholders may receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace or remove our board of directors. Our certificate of incorporation and bylaws:

•

authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt without further stockholder approval;

•

prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;

•

require super majority (66²/3%) voting to effect amendments to provisions of our certificate of incorporation or bylaws regarding board composition, renouncement of business opportunities and other amendments to our certificate of incorporation or bylaws described above;

•

state that as long as holders of Class B common stock collectively hold more than 50% of the total voting power of all of our capital stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of stockholders without a meeting; and

•

state that only our board of directors, the Chairman of the board of directors, our Chief Executive Officer and, if holders of Class B common stock collectively hold more than 50% of our total voting power, holders of a majority of the Class B common stock, are permitted to call a special meeting of stockholders.

        Upon completion of this offering at an assumed initial public offering price of $25.00 per share (the midpoint of the range set forth on the cover of this prospectus), assuming no exercise of the underwriters' over-allotment option, our Class B common stockholders will own 48.4% of our total voting power.

        These provisions could limit the price that investors are willing to pay in the future for shares of our Class A common stock. These provisions may also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then-current market price for our Class A common stock.

Our Class A common stock has not traded publicly before this offering, and we expect the price of our Class A common stock to fluctuate substantially.

        There has not been a public market for our Class A common stock before this offering. A trading market for our Class A common stock may not develop or be liquid. If you purchase shares of our Class A common stock in this offering, you will pay a price that was not established in the public trading markets. The initial public offering price was determined by negotiations between the underwriters and us. You may not be able to resell your shares above the initial public offering price and may suffer a loss of some or all of your investment.

        Broad market and industry factors may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. Other factors that could cause fluctuations in

36

our stock price may include, among other things, the numerous risks and uncertainties as described under "Risk Factors" and under "Cautionary Statement Regarding Forward-Looking Statements."

Factors over which we have little or no control may cause our operating results to vary widely from period to period, which may cause our stock price to decline.

        Our operating results may fluctuate from period to period depending on several factors, including varying weather conditions; changes in regulated or market electricity prices; electricity demand, which follows broad seasonal demand patterns; changes in market prices for RECs; marking to market of our hedging arrangements; and unanticipated development or construction delays. Thus, a period-to-period comparison of our operating results may not reflect long-term trends in our business and may not prove to be a relevant indicator of future earnings. These factors may harm our business, financial condition and results of operations and may cause our stock price to decline.

We currently do not intend to pay dividends on our Class A common stock. As a result, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.

        We currently do not expect to declare or pay dividends on our Class A common stock. Our debt agreements currently limit our ability to pay dividends on our Class A common stock, and we may also enter into other agreements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our Class A common stock appreciates and you sell your shares at a profit.

You may experience dilution of your ownership interest due to the future issuance of additional shares of our Class A common stock.

        We are in a capital intensive business and we do not have sufficient funds to finance the growth of our business or the construction costs of our development projects or to support our projected capital expenditures. As a result, we will require additional funds from further equity or debt financings, including tax equity financing transactions or sales of preferred shares or convertible debt to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of purchasers of Class A common stock offered hereby. We are currently authorized to issue 325,000,000 shares of common stock and 5,000,000 shares of preferred stock with preferences and rights as determined by our board of directors. The potential issuance of such additional shares of common stock or preferred stock or convertible debt may create downward pressure on the trading price of our Class A common stock. We may also issue additional shares of Class A common stock or other securities that are convertible into or exercisable for Class A common stock in future public offerings or private placements for capital raising purposes or for other business purposes, potentially at an offering price or conversion price that is below the offering price for Class A common stock in this offering.

You will suffer immediate and substantial dilution in the book value per share of your Class A common stock as a result of this offering.

        The initial public offering price of our Class A common stock is considerably more than the pro forma net tangible book value per share of our outstanding Class A common stock, as adjusted to reflect completion of this offering. This reduction in the book value of your equity is known as dilution. This dilution occurs in large part because our earlier investors paid substantially less than the initial public offering price when they purchased their shares. Investors purchasing Class A common stock in this offering will incur immediate dilution of $2.62 in pro forma net tangible book value per share of Class A common stock, as adjusted to reflect completion of this offering and giving effect to the pro forma as adjusted assumptions set forth under "Capitalization."

37

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Various statements in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects, revenues, income and capital spending. We generally identify forward-looking statements with the words "believe," "intend," "expect," "seek," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project" or their negatives, and other similar expressions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements.

        These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. The forward-looking statements contained in this prospectus are largely based on our expectations, which reflect many estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. In addition, management's assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will prove correct or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the numerous risks and uncertainties as described under "Risk Factors" and elsewhere in this prospectus. All forward-looking statements are based upon information available to us on the date of this prospectus. We undertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. The risks, contingencies and uncertainties associated with our forward-looking statements relate to, among other matters, the following:

•

our ability to complete our wind energy projects or acquire wind energy assets;

•

fluctuations in supply, demand, prices and other conditions for electricity, other commodities and RECs;

•

changes in law;

•

public response to and changes in the local, state and federal regulatory framework affecting renewable energy projects, including the potential expiration or extension of the PTC, ITC and the related U.S. Treasury grants and potential reductions in RPS requirements;

•

the ability of our counterparties to satisfy their financial commitments;

•

the availability of financing, including tax equity financing, for our wind energy projects;

•

our ability to continue as a going concern;

•

risks associated with our hedging strategies;

•

our substantial short-term and long-term indebtedness;

•

competition from other energy developers;

•

development constraints, including limited geographic availability for suitable sites, obtaining permits on a timely basis and availability of interconnection;

38

•

the limited operating history of and technical issues experienced by one of our key turbine suppliers, Clipper;

•

potential environmental liabilities and the cost of compliance with applicable environmental laws and regulations;

•

our electrical production projections (including assumptions of curtailment and facility availability) for our wind energy projects;

•

our ability to operate our business efficiently, manage capital expenditures and costs (including general and administrative expenses) effectively and generate cash flow;

•

our ability to retain and attract senior management and key employees;

•

our ability to keep pace with and take advantage of new technologies;

•

availability of suitable wind resources and other weather conditions that affect our electricity production;

•

the effects of litigation, including administrative and other proceedings or investigations relating to our wind energy projects under development and those in operation;

•

conditions in energy markets as well as financial markets generally, which will be affected by interest rates, foreign currency fluctuations and general economic conditions;

•

strains on our resources due to the expansion of our business;

•

non-payment by customers and enforcement of certain contractual provisions;

•

the effective life and cost of maintenance of our wind turbines and other equipment; and

•

other factors discussed under "Risk Factors."

39

MARKET AND INDUSTRY DATA

        This prospectus includes market and industry data that we have developed from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data and estimates. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management's understanding of industry conditions.

USE OF PROCEEDS

        We estimate that the net proceeds to us from the sale of Class A common stock in this offering will be approximately $275.5 million, based on an offering price of $25.00 per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

        We are required under the terms of our Wind Acquisition Loan (which had a variable interest rate of 5.1% at June 30, 2010 and matures in June 2011) to make a principal payment estimated to be approximately $15 to $20 million as a result of this offering. Additionally, we intend to use approximately $78.1 million of net proceeds from this offering to retire the First Wind Term Loan (which has a fixed interest rate of 17%) in March 2011 in advance of its March 2013 maturity. We intend to use the remainder of the offering proceeds to fund a portion of our project development and construction costs for 2010-2013 and for general corporate purposes.

        A $1.00 increase or decrease in the assumed initial public offering price of $25.00 would increase or decrease net proceeds to us from this offering by approximately $11.2 million after deducting estimated underwriting discounts and commissions and estimated offering expenses.

DIVIDEND POLICY

        We do not expect to declare or pay any cash or other dividends on our Class A common stock, as we intend to reinvest cash flow generated by operations in our business. Our debt agreements effectively limit our ability to pay dividends on our Class A common stock, and we may also enter into credit agreements or other arrangements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock. Class B common stock will not be entitled to any dividend payments.

40

CAPITALIZATION

        The following table sets forth the consolidated capitalization of:

•

First Wind Holdings, LLC on an actual basis as of June 30, 2010;

•

First Wind Holdings Inc. on a pro forma basis as of June 30, 2010 to give effect to all of the reorganization transactions described in "The Reorganization and Our Holding Company Structure;" and

•

First Wind Holdings Inc. on a pro forma as adjusted basis as of June 30, 2010 to give further effect to our sale of shares of common stock in this offering at an assumed initial public offering price of $25.00 per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

        You should read this table together with the information under "Unaudited Pro Forma Financial Information," "Selected Historical Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Reorganization and Our Holding Company Structure," "Description of Capital Stock" and in the consolidated financial statements included elsewhere in this prospectus.

		As of June 30, 2010
		First Wind Holdings, LLC Actual			First Wind Holdings Inc. Pro Forma			First Wind Holdings Inc. Pro Forma As Adjusted(2)
		(unaudited) (in thousands, except share amounts)
Long-term debt, including debt with maturities less than one year(1)		$	495,338		$	495,338		$	480,638
Members' capital/stockholders' equity:
	Members' capital		846,666			N/A			N/A
	Class A common stock, $0.001 par value, no shares authorized, issued and outstanding, actual; 275,000,000 shares authorized and 12,760,860 shares issued and outstanding, pro forma; 275,000,000 shares authorized and 24,760,860 shares issued and outstanding, pro forma as adjusted		N/A			13			25
	Class B common stock, $0.001 par value, no shares authorized, issued and outstanding, actual; 50,000,000 shares authorized and 24,239,140 shares issued and outstanding pro forma; 50,000,000 shares authorized and 24,239,140 shares issued and outstanding, pro forma as adjusted		N/A			23			23
Additional paid-in capital			N/A			299,684			541,896
Accumulated deficit			(233,409	)		(81,087	)		(81,087	)
Noncontrolling interests in subsidiaries			181,095			580,069			613,328
	Total members' capital/stockholders' equity		794,352			798,702			1,074,185
Total capitalization		$	1,289,690		$	1,294,040		$	1,554,823

(1)

Approximately $184.1 million of our actual outstanding indebtedness had a maturity of less than one year as of June 30, 2010.

(2)

A $1.00 increase (decrease) in the assumed initial public offering price of $25.00 per share would increase (decrease) pro forma as adjusted stockholders' equity by $11.2 million, based on the assumptions set forth above. The pro forma as adjusted information set forth above is illustrative only and upon completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing.

41

DILUTION

        At June 30, 2010 after giving effect to the reorganization described under "The Reorganization and Our Holding Company Structure," the net tangible book value per share of our Class A and Class B common stock was $22.19. Net tangible book value per share is determined by dividing our tangible net worth (tangible assets less total liabilities) by the total number of outstanding shares of Class A and Class B common stock. After giving effect to the sale of shares in this offering at an assumed offering price of $25.00 per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, and assuming all Series B Membership Interests that will be outstanding immediately after the reorganization are, together with an equal number of shares of our Class B common stock, exchanged for an equal number of shares of Class A common stock, our net tangible book value at June 30, 2010 would have been approximately $22.38 per share. This represents an immediate dilution of $2.62 per share to new investors purchasing Class A common stock in this offering, resulting from the difference between the offering price and the net tangible book value after this offering. The following table illustrates the per share dilution to new investors purchasing Class A common stock in this offering:

Assumed initial public offering price per share			$	25.00
Net tangible book value per share at June 30, 2010 (pro forma)	$	22.19
Increase in net tangible book value per share attributable to new investors		0.19
As adjusted net tangible book value per share after this offering				22.38
Dilution per share to new investors			$	2.62

        The following table sets forth at June 30, 2010 after giving effect to the reorganization, the total number of shares of Class A common stock purchased from us, and the total consideration and average price per share paid by existing equity holders and by new investors purchasing Class A common stock in this offering, assuming all Series B Membership Interests that will be outstanding immediately after the completion of the reorganization are, together with an equal number of shares of Class B common stock, exchanged for an equal number of shares of Class A common stock, at an assumed initial public offering price of $25.00 per share, the midpoint of the range set forth on the cover of this prospectus.

						Total Consideration
		Shares Issued
											Average Consideration Per Share
		Number	Percent			Amount		Percent
Existing stockholders		36,000,000		75	%		871,582,835		74.4	%		24.21
New investors		12,000,000		25	%		300,000,000		25.6	%		25.00
	Total	48,000,000		100	%		1,171,582,835		100.0	%		24.41

        If the underwriters' over-allotment option is exercised in full, the number of shares held by existing stockholders after this offering would decrease to 48.0% of the total number of shares of Class A common stock outstanding immediately following this offering, and the number of shares held by new investors would increase to 13,800,000 or approximately 52.0% of the total number of shares of Class A common stock outstanding immediately following this offering.

        A $1.00 increase (decrease) in the assumed initial public offering price of $25.00 per share would increase (decrease) total consideration paid by new investors in this offering and by all investors by $11.2 million, and dilution per share for new investors by approximately $0.23.

42

UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following unaudited consolidated pro forma statements of operations for the year ended December 31, 2009 and the six months ended June 30, 2010 and the unaudited pro forma consolidated balance sheet as of June 30, 2010 present our consolidated results of operations and financial position to give pro forma effect to the reorganization transactions described in "The Reorganization and Our Holding Company Structure" and the sale of shares in this offering (excluding shares issuable upon any exercise of the underwriters' over-allotment option) and the application of the net proceeds from this offering as if all such transactions had been completed as of January 1, 2009 with respect to the unaudited consolidated pro forma statement of operations data and as of June 30, 2010 with respect to the unaudited pro forma consolidated balance sheet data. The unaudited pro forma consolidated financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the pro forma financial data.

        The unaudited pro forma financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the reorganization transactions and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of financial condition or results of operations as of any future date or any future period.

43

FIRST WIND HOLDINGS INC.
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2010
(in thousands, except share amounts)

			First Wind Holdings, LLC Historical			Reorganization Adjustments			First Wind Holdings Inc.(1) Pro Forma			Offering Adjustments			First Wind Holdings, Inc.(1) Pro Forma as Adjusted
Assets
Current assets:
	Cash and cash equivalents		$	44,074		$	—	(6)	$	44,074		$	275,483	(4)	$	304,857
													(14,700	)  (5)
	Restricted cash			47,432			—			47,432			—			47,432
	Accounts receivable			6,618			—			6,618			—			6,618
	Prepaid expenses and other current assets			8,930			—			8,930			—			8,930
	Derivative assets			10,132			—			10,132			—			10,132
		Total current assets		117,186			—			117,186			260,783			377,969
Property, plant and equipment, net				848,739			—			848,739			—			848,739
Construction in progress				450,536			—			450,536			—			450,536
Turbine deposits				116,909			—			116,909			—			116,909
Long-term derivative assets				37,703			—			37,703			—			37,703
Other non-current assets				25,467			—			25,467			—			25,467
Deferred financing costs				18,899			—			18,899			—			18,899
		Total assets	$	1,615,439		$	—		$	1,615,439		$	260,783		$	1,876,222
Liabilities and Stockholders' Equity
Current liabilities:
	Accrued capital expenditures		$	36,067		$	—		$	36,067		$	—		$	36,067
	Accounts payable and accrued expenses			30,797			—			30,797			—			30,797
	Derivative liabilities			3,274			—			3,274			—			3,274
	Deferred tax liability			—			—			—			—			—
	Other current liabilities			—			—			—			—			—
	Deferred revenue			11,562			—			11,562			—			11,562
	Current portion of long-term debt			184,052			—			184,052			(14,700	)  (5)		169,352
		Total current liabilities		265,752			—			265,752			(14,700	)		251,052
Long-term debt, net of current portion				311,286			—			311,286			—			311,286
Long-term derivative liabilities				10,150			—			10,150			—			10,150
Deferred income tax liability(3)				5,845			—			5,845			—			5,845
Deferred revenue				210,348			—			210,348			—			210,348
Other liabilities				7,687			(4,350	)  (6)		3,337			—			3,337
Asset retirement obligations				10,019			—			10,019			—			10,019
		Total liabilities		821,087			(4,350	)		816,737			(14,700	)		802,037
Commitments and contingencies
Members' capital/stockholders' equity
	First Wind Holdings, LLC members' capital			846,666			(846,666	)  (2)		—			—			—
	First Wind Holdings Inc.
		Class A common stock, $0.001 par value		—			13	(2)		13			12	(4)		25
		Class B common stock, $0.001 par value		—			23	(2)		23			—			23
	Additional paid-in capital			—			299,684	(2)		299,684			242,212	(4)		541,896
	Accumulated deficit			(233,409	)		152,322	(2)(6)		(81,087	)		—			(81,087	)
		Total First Wind Holdings members' capital/stockholders' equity		613,257			(394,624	)		218,633			242,224			460,857
		Noncontrolling interests in subsidiaries		181,095			398,974	(2)(6)		580,069			33,259	(4)		613,328
		Total members' capital/stockholders' equity		794,352			4,350			798,702			275,483			1,074,185
		Total liabilities and members' capital/stockholders' equity	$	1,615,439		$	—		$	1,615,439		$	260,783		$	1,876,222

(1)

As a newly formed entity, First Wind Holdings Inc. will have no assets or results of operations until the completion of this offering.

44

(2)

Represents adjustments to reflect exchange of existing members' ownership interest in First Wind Holdings LLC for approximately 48.5% of our Class A common stock and 100% of our Class B common stock along with the Series B Membership Interests in First Wind Holdings, LLC. As described in "The Reorganization and Our Holding Company Structure," after this offering, assuming the underwriters do not exercise their over-allotment option, and the reorganization transactions that we are undertaking in connection therewith, our only material asset will be our ownership of approximately 51.6% of the Membership Interests of First Wind Holdings, LLC and our only business will be to act as the sole managing member of First Wind Holdings, LLC. As such, we will operate and control all of its business and affairs and will consolidate its financial results into our financial statements. The ownership interests of the other members of First Wind Holdings, LLC will be accounted for as a noncontrolling interest in our consolidated financial statements after this offering. The exchange of shares of our Class B common stock (or Class A common stock, as the case may be) for membership units of First Wind Holdings, LLC as part of our reorganization will be accounted for as a transfer of carrying value in a recapitalization without consideration.

(3)

This offering and the reorganization transactions will not result in an immediate step-up in the value of our assets. However, future exchanges of Series B Membership Interests for shares of our Class A common stock are expected to increase the tax basis in the tangible and intangible assets of First Wind Holdings, LLC. The step-up in tax basis is initially depreciable and amortizable for tax purposes over a 15-year period. We will enter into a tax receivable agreement with certain holders of Series B Membership Interests after giving effect to the reorganization and certain future holders of Series B Membership Interests that will require us to pay such holders 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize (or are deemed to realize in the case of an early termination payment by us, or a change in control, as discussed below) as a result of the increases in tax basis and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement.

(4)

We expect to receive net proceeds from this offering of $275.5 million based on an aggregate underwriting discount of $19.5 million and estimated offering expenses of $5.0 million. We are required to make a principal payment estimated to be approximately $15 to $20 million as a result of this offering; additionally, we intend to use approximately $78.1 million of net proceeds from this offering to retire early our First Wind Term Loan in March 2011 and intend to use the remainder of the offering proceeds to fund a portion of our project development and construction costs for 2010-2013 and for general corporate purposes.

A $1.00 increase (decrease) in the assumed initial public offering price of $25.00 per share would increase (decrease) each of the pro forma as adjusted cash and cash equivalents and stockholders' equity by $11.3 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses. The pro forma as adjusted information discussed above is illustrative only and following completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing.

(5)

Reflects a payment on our Wind Acquisition Loan in accordance with the amortization schedule for this loan that contains a provision requiring an incremental payment upon completion of this offering. Also, the Company anticipates that it will make a discretionary payment of $78.1 million to retire the First Wind Term Loan in March 2011; however, this payment is not a direct result of the offering or reorganization and has been excluded from the pro forma presentation.

(6)

Reflects assumed expiration of a warrant to purchase 10.0 million Series A-1 units of First Wind Holdings, LLC at $1.00 per unit.

45

FIRST WIND HOLDINGS INC.
Unaudited Pro Forma Consolidated Statement of Operations
Year Ended December 31, 2009
(in thousands, except share and per share amounts)

			First Wind Holdings, LLC Historical			Reorganization Adjustments			First Wind Holdings Inc.(1) Pro Forma			Offering Adjustments			First Wind Holdings Inc.(1) Pro Forma as Adjusted
Revenues:
	Revenues		$	47,136		$	—		$	47,136		$	—		$	47,136
	Cash settlements of derivatives			10,966			—			10,966			—			10,966
	Fair value changes in derivatives			17,175			—			17,175			—			17,175
		Total revenues		75,277			—			75,277			—			75,277
Cost of revenues:
	Project operating expenses(2)			19,709			—			19,709			—			19,709
	Depreciation and amortization			34,185			—			34,185			—			34,185
		Total cost of revenues		53,894			—			53,894			—			53,894
		Gross income		21,383			—			21,383			—			21,383
Other operating expenses:
	Project development(2)			35,895			—			35,895			—			35,895
	General and administrative(2)			39,192			—			39,192			—			39,192
	Depreciation and amortization			3,381			—			3,381			—			3,381
		Total other operating expenses		78,468			—			78,468			—			78,468
		Loss from operations		(57,085	)		—			(57,085	)		—			(57,085	)
Other expense(3)				(1,915	)		—			(1,915	)		—			(1,915	)
Loss before provision for income taxes				(59,000	)		—			(59,000	)		—			(59,000	)
	Provision for income taxes			2,010			—			2,010			—			2,010
Net loss				(61,010	)		—			(61,010	)		—			(61,010	)
	Less: net loss attributable to noncontrolling int.			1,391			38,514	(4)		39,905			(9,658	)  (4)		30,247
	Net loss attributable to members of First Wind Holdings(5)		$	(59,619	)	$	38,514		$	(21,105	)	$	(9,658	)	$	(30,763	)
Pro forma net loss per share (basic and diluted)(6)			$	(0.09	)				$	(1.65	)				$	(1.24	)
Shares used in computing pro forma net loss per share (basic)(6)				649,681,382			(636,920,522	)  (6)		12,760,860			(12,000,000	)  (6)		24,760,860

(1)

As a newly formed entity, First Wind Holdings Inc. will have no assets or results of operations until the completion of this offering.

(2)

Historical amounts include stock-based compensation expense for our Series B Unit Awards. Our compensation committee has approved the grant of non-qualified stock options to employees of approximately 3.8 million. The number of options granted was determined based on an assumed public offering price equal to $25.00 per share, the mid-point of the range on the front cover of this prospectus. The number of options granted will be adjusted on the pricing date based on the actual public offering price. The exercise price for the options will be at least the public offering price. Since this award is discretionary, no pro forma adjustment has been made. We anticipate that this award will have approximately $30.0 million of grant-date fair value that will be expensed over its weighted average vesting life.

(3)

Interest on anticipated cash proceeds from this offering is excluded from the pro forma presentation. We expect to receive net proceeds from this offering of $275.5 million based on an aggregate underwriting discount of $19.5 million and estimated offering expenses of $5.0 million. We are required to make a principal payment estimated to be approximately $15 to $20 million as a result of this offering; additionally, we intend to use approximately $78.1 million of net proceeds from this offering to retire early our First Wind Term Loan in March 2011 and we intend to use the remainder of the offering proceeds to fund a portion of our project development and construction costs for 2010-2013 and for general corporate purposes.

(4)

As described in "The Reorganization and Our Holding Company Structure," following this offering, and the reorganization transactions that we are undertaking in connection therewith, our only material asset will be our ownership of approximately 51.6% of the membership units of First Wind Holdings, LLC, assuming the underwriters do not exercise their over-allotment option, and our only business will be to act as the sole managing member of First Wind Holdings, LLC. As such, we will operate and control all of its business and affairs and will consolidate its financial results

46

into our financial statements. The ownership interests of the other members of First Wind Holdings, LLC will be accounted for as a noncontrolling interest in our consolidated financial statements after this offering. Represents adjustments to reflect noncontrolling interest resulting from the existing members' ownership interest of 100% of the Series B Units of First Wind Holdings, LLC.

(5)

First Wind Holdings, LLC is currently taxed as a partnership for federal income tax purposes. Therefore, First Wind Holdings, LLC is not subject to entity-level federal income taxation, with the exception of certain subsidiaries that have elected to be treated as corporations under the Internal Revenue Code, and taxes with respect to income of First Wind Holdings, LLC are payable by First Wind Holdings, LLC's equity holders at rates applicable to them. Following this offering, and the reorganization that we are undertaking in connection therewith, earnings recorded by us will be subject to federal income taxation. For the period presented, our loss before provision for income taxes would have resulted in a net income tax benefit. This net income tax benefit is not recognized in the pro forma presentation since it would be offset by a valuation allowance.

(6)

Pro forma basic and diluted net loss per share was computed by dividing the pro forma net income attributable to our Class A stockholders by the 12,000,000 shares of Class A common stock that we will issue and sell in this offering (assuming that the underwriters do not exercise their option to purchase an additional 1,800,000 shares of Class A common stock to cover over-allotments), plus 12,760,860 shares issued in connection with our initial capitalization, assuming that these 24,760,860 shares of Class A common stock were outstanding for the entirety of each of the historical periods presented on a pro forma basis. No pro forma effect was given to the future potential exchanges of the 23,239,140 Series B Membership Interests of our subsidiary, First Wind Holdings, LLC, together with an equal number of shares of our Class B common stock, that will be outstanding immediately after the completion of this offering and the reorganization transactions for the equal number of shares of our Class A common stock because the issuance of shares of Class A common stock upon these exchanges would not be dilutive.

47

FIRST WIND HOLDINGS INC.
Unaudited Pro Forma Consolidated Statement of Operations
Six months Ended June 30, 2010
(in thousands, except share and per share amounts)

			First Wind Holdings, LLC Historical			Reorganization Adjustments			First Wind Holdings Inc.(1) Pro Forma			Offering Adjustments			First Wind Holdings Inc.(1) Pro Forma as Adjusted
Revenues:
	Revenues		$	40,747		$	—		$	40,747		$	—		$	40,747
	Cash settlements of derivatives			5,018			—			5,018			—			5,018
	Fair value changes in derivatives			3,976			—			3,976			—			3,976
		Total revenues		49,741			—			49,741			—			49,741
Cost of revenues:
	Project operating expenses(2)			24,121			—			24,121			—			24,121
	Depreciation and amortization			24,055			—			24,055			—			24,055
		Total cost of revenues		48,176			—			48,176			—			48,176
		Gross income (loss)		1,565			—			1,565			—			1,565
Other operating expenses:
	Project development(2)			23,337			—			23,337			—			23,337
	General and administrative(2)			18,641			—			18,641			—			18,641
	Depreciation and amortization			2,285			—			2,285			—			2,285
		Total other operating expenses		44,263			—			44,263			—			44,263
		Loss from operations		(42,698	)		—			(42,698	)		—			(42,698	)
Other income (expense)(3)				(5,153	)		—			(5,153	)		—			(5,153	)
Loss before provision for income taxes				(47,851	)		—			(47,851	)		—			(47,851	)
	Provision for income taxes			3,835			—			3,835			—			3,835
Net loss				(51,686	)		—			(51,686	)		—			(51,686	)
	Less: net loss attributable to noncontrolling int.			9,506			27,248	(4)		36,754			(6,833)	(4)		29,921
	Net loss attributable to members of First Wind Holdings(5)		$	(42,180	)	$	27,248		$	(14,932	)	$	(6,833	)	$	(21,765	)
Pro forma net loss per share (basic and diluted)(6)			$	(0.06	)				$	(1.17	)				$	(0.88	)
Shares used in computing pro forma net loss per share (basic)(6)				649,681,382			(636,920,522)	(6)		12,760,860			12,000,000	(6)		24,760,860

(1)

As a newly formed entity, First Wind Holdings Inc. will have no assets or results of operations until the completion of this offering.

(2)

Historical amounts include stock-based compensation expense for our Series B Unit Awards. Our compensation committee has approved the grant of non-qualified stock options to employees of approximately 3.8 million. The number of options granted was determined based on an assumed public offering price equal to $25.00 per share, the mid-point of the range on the front cover of this prospectus. The number of options granted will be adjusted on the pricing date based on the actual public offering price. The exercise price for the options will be at least the public offering price. Since this award is discretionary, no pro forma adjustment has been made. We anticipate that this award will have approximately $30.0 million of grant-date fair value that will be expensed over its weighted average vesting life.

(3)

Interest on anticipated cash proceeds from this offering is excluded from the pro forma presentation. We expect to receive net proceeds from this offering of $275.5 million based on an aggregate underwriting discount of $19.5 million and estimated offering expenses of $5.0 million. We are required to make a principal payment estimated to be approximately $15 to $20 million as a result of this offering; additionally, we intend to use approximately $78.1 million of net proceeds from this offering to retire early our First Wind Term Loan in March 2011 and will use the remainder of the offering proceeds to fund a portion of our project development and construction costs for 2010-2013 and for general corporate purposes.

(4)

As described in "The Reorganization and Our Holding Company Structure," following this offering, and the reorganization transactions that we are undertaking in connection therewith, our only material asset will be our ownership of approximately 51.6% of the membership units of First Wind Holdings, LLC, assuming the underwriters do not exercise their over-allotment option, and our only business will be to act as the sole managing member of First Wind Holdings, LLC. As such, we will operate and control all of its business and affairs and will consolidate its financial results

48

into our financial statements. The ownership interests of the other members of First Wind Holdings, LLC will be accounted for as a noncontrolling interest in our consolidated financial statements after this offering. Represents adjustments to reflect noncontrolling interest resulting from the existing members' ownership interest of 100% of the Series B Units of First Wind Holdings, LLC.

(5)

First Wind Holdings, LLC is currently taxed as a partnership for federal income tax purposes. Therefore, First Wind Holdings, LLC is not subject to entity-level federal income taxation, with the exception of certain subsidiaries that have elected to be treated as corporations under the Internal Revenue Code, and taxes with respect to income of First Wind Holdings, LLC are payable by First Wind Holdings, LLC's equity holders at rates applicable to them. Following this offering, and the reorganization that we are undertaking in connection therewith, earnings recorded by us will be subject to federal income taxation. For the period presented, our loss before provision for income taxes would have resulted in a net income tax benefit. This net income tax benefit is not recognized in the pro forma presentation since it would be offset by a valuation allowance.

(6)

Pro forma basic and diluted net loss per share was computed by dividing the pro forma net income attributable to our Class A stockholders by the 12,000,000 shares of Class A common stock that we will issue and sell in this offering (assuming that the underwriters do not exercise their option to purchase an additional 1,800,000 shares of Class A common stock to cover over-allotments), plus 12,760,860 shares issued in connection with our initial capitalization, assuming that these 24,760,860 shares of Class A common stock were outstanding for the entirety of each of the historical periods presented on a pro forma basis. No pro forma effect was given to the future potential exchanges of the 23,239,140 Series B Membership Interests of our subsidiary, First Wind Holdings, LLC, together with an equal number of shares of our Class B common stock, that will be outstanding immediately after the completion of this offering and the reorganization transactions for the equal number of shares of our Class A common stock because the issuance of shares of Class A common stock upon these exchanges would not be dilutive.

49

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

You should read the following selected consolidated financial data together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto appearing elsewhere in this prospectus. The selected consolidated statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the selected consolidated balance sheet data as of December 31, 2008 and 2009 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data for the six months ended June 30, 2009 and 2010 and the selected consolidated balance sheet data as of June 30, 2010 are derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim period financial information, in the opinion of management, includes all adjustments, which are normal and recurring in nature, necessary for the fair presentation of the periods shown. The selected consolidated statement of operations data for the years ended December 31, 2005 and 2006 and the selected consolidated balance sheet data as of December 31, 2005, 2006 and 2007 are derived from our audited consolidated financial statements not included in this prospectus. Our historical results may not be indicative of the operating results to be expected in any future periods.

			Year Ended December 31,															Six Months Ended June 30,
			2005			2006			2007			2008			2009			2009			2010
			(Dollars in thousands)
Statement of Operations Data:
Revenues:
	Revenues		$	72		$	7,063		$	23,817		$	28,790		$	47,136		$	20,915		$	40,747
	Cash settlements of derivatives			—			(922	)		(1,670	)		(4,072	)		10,966			6,558			5,018
	Fair value changes in derivatives			—			9,770			(9,801	)		14,760			17,175			12,708			3,976
		Total revenues		72			15,911			12,346			39,478			75,277			40,181			49,741
Cost of revenues:
	Project operating expenses			—			1,339			9,175			10,613			19,709			8,380			24,121
	Depreciation and amortization of operating assets			—			1,945			8,800			10,611			34,185			15,741			24,055
		Total cost of revenues		—			3,284			17,975			21,224			53,894			24,121			48,176
		Gross income (loss)		72			12,627			(5,629	)		18,254			21,383			16,060			1,565
Other operating expenses
	Project development			6,706			16,028			25,861			35,855			35,895			16,987			23,337
	General and administrative			1,557			6,598			13,308			44,358			39,192			19,145			18,641
	Depreciation and amortization			158			294			1,215			2,325			3,381			1,422			2,285
		Total other operating expenses		8,421			22,920			40,384			82,538			78,468			37,554			44,263
		Income (loss) from operations		(8,349	)		(10,293	)		(46,013	)		(64,284	)		(57,085	)		(21,494	)		(42,698	)
	Risk management activities related to non-operating projects			(6,784	)		(13,131	)		(21,141	)		42,138			—			—			—
	Other income (expense)			19			458			1,078			827			(1,915	)		(57	)		(5,153	)
	Interest expense, net of capitalized interest			(2,803	)		(3,049	)		(9,820	)		(4,846	)		—			(3,365	)		—
Loss before provision for income taxes				(17,917	)		(26,015	)		(75,896	)		(26,165	)		(59,000	)		(24,916	)		(47,851	)
Provision for income taxes				—			—			—			—			2,010			—			3,835
Net loss				(17,917	)		(26,015	)		(75,896	)		(26,165	)		(61,010	)		(24,916	)		(51,686	)
	Less: net loss attributable to noncontrolling interests			—			—			7,825			11,107			1,391			5,862			9,506
		Net loss attributable to members of First Wind Holdings, LLC before cumulative effect of adoption of FIN 46R		(17,917	)		(26,015	)		(68,071	)		(15,058	)		(59,619	)		(19,054	)		(42,180	)
	Cumulative effect of adoption of FIN 46R(1)			(703	)		—			—			—			—			—			—
		Net loss attributable to members of First Wind Holdings, LLC	$	(18,620	)	$	(26,015	)	$	(68,071	)	$	(15,058	)	$	(59,619	)	$	(19,054	)	$	(42,180	)
Net loss attributable per common unit(2) (basic and diluted)			$	(0.38	)	$	(0.24	)	$	(0.36	)	$	(0.05	)	$	(0.09	)	$	(0.03	)	$	(0.06	)
Weighted average number of common units (basic and diluted)				49,095,347			107,712,405			189,161,855			278,288,518			649,681,382			649,681,382			649,681,382
Other Financial Data:
	Net cash provided by (used in):
		Operating activities(3)	$	(3,195	)	$	(31,799	)	$	(26,370	)	$	(41,589	)	$	(54,478	)	$	(23,590	)	$	217,032
		Investing activities		(25,286	)		(311,281	)		(334,007	)		(477,268	)		(253,533	)		(116,745	)		(37,081	)
		Financing activities		30,244			346,500			358,107			556,059			298,749			113,939			(167,344	)
Selected Operating Data:
Rated capacity (end of period)(4)				—			30 MW			92 MW			92 MW			478 MW			274 MW			504 MW
Electricity generated				—			56,629 MWh			239,940 MWh			275,024 MWh			656,365 MWh			304,803 MWh			568,724 MWh
Average realized energy price(5)				—		$	108/MWh		$	103/MWh		$	97/MWh		$	85/MWh		$	78/MWh		$	81/MWh
Project EBITDA(6)				—		$	4,802		$	14,945		$	15,589		$	35,867		$	15,198		$	23,154

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		As of December 31,											As of June 30,
		2005			2006		2007		2008		2009		2010
		(in thousands)
Balance Sheet Data:
	Property, plant and equipment, net	$	484		$	81,452	$	192,076	$	187,316	$	950,610	$	848,739
	Construction in progress		29,075			85,153		346,320		571,586		472,526		450,536
	Total assets		37,998			372,500		770,666		1,311,591		1,698,154		1,615,439
	Long-term debt, including debt with maturities less than one year		35,195			257,884		465,449		532,441		632,046		495,338
	Members' capital (deficit)		(24,671	)		88,519		147,876		653,092		849,373		794,352

(1)

We adopted FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, an interpretation of FIN 46(R) effective December 31, 2006, and as a result of being the primary beneficiary of certain VIEs, were required to consolidate them in accordance with GAAP. FIN 46(R) defined a VIE as an entity in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents, absorbs a majority of the VIE's expected losses or receives a majority of the expected residual returns as a result of holding variable interests.

(2)

The basic net loss attributable per common unit for each of the five year periods ended December 31, 2009 and for the six month periods ended June 30, 2009 and 2010 has been presented for informational and historical purposes only. After completion of this offering, as a result of the reorganization events that have taken place or that will take place immediately prior to completion of the offering as described in "The Reorganization and Our Holding Company Structure," the shares used in computing net earnings or loss per share will bear no relationship to these historical common units.

(3)

Operating cash flows for the six months ended June 30, 2010 include a prepayment for energy for our Milford I project of approximately $232 million.

(4)

As of December 31, 2005, 2006, 2007, 2008 and 2009, we had 30 MW, 30 MW, 92 MW, 274 MW and 504 MW, respectively, of combined operating and under construction rated capacity.

(5)

Average realized energy price per MWh of energy generated is a metric that allows us to compare revenues from period to period, or on a project by project basis, regardless of whether the revenues are generated under a PPA, from sales at market prices with a financial swap, from sales at market prices or a combination of the three. Although average realized energy price is based, in part, on revenues recognized under accounting principles generally accepted in the United States (GAAP), this metric does not represent revenue per unit of production on a GAAP basis. We adjust GAAP revenues used to compute this metric in several respects:

•

Under GAAP, recognition of revenues from the sale of New England RECs is delayed due to regulations that limit their transfer to the buyer to quarterly trading windows that open two quarters subsequent to generation. To match New England REC revenue to the period in which the related power was generated, in calculating this metric, we add New England REC revenues attributable to generation during a period but not yet recognized under GAAP, and subtract New England REC revenue recognized under GAAP in the period but generated in a prior period.

•

In addition, in order to focus this metric on realized energy prices, we exclude the effects of mark-to-market adjustments on financial swaps.

Average realized energy price changes over time due to several factors. Historically, the most significant factor has been the growth of our business and the corresponding change in pricing mix. Each project has a different pricing profile, including varying levels of hedging in relation to electricity generation, and in certain cases, short periods of unhedged exposure to market price fluctuations as hedging agreements are put in place.

51

The table below shows the calculation of our average realized energy price for the periods presented:

											Six Months Ended June 30,
			Year Ended December 31,														Nine Months Ended September 30, 2009
			2007		2008			2009			2009			2010
			(dollars in thousands)
Numerator
	Total revenue		$	12,346	$	39,478		$	75,277		$	40,181		$	49,741		$	58,048
	Add (subtract):
		New England REC timing(a)		2,461		1,947			2,060			472			120			1,239
		Mark-to-market adjustments(b)		9,801		(14,760	)		(21,322	)		(16,855	)		(3,976	)		(23,339	)
			$	24,608	$	26,665		$	56,015		$	23,798		$	45,885		$	35,948
Denominator
		Total energy production (MWh)		239,940		275,024			656,365			304,803			568,724			437,143
Average realized energy price
		(numerator/denominator)	$	103/MWh	$	97/MWh		$	85/MWh		$	78/MWh		$	81/MWh		$	82/MWh

(a)

New England REC timing represents the difference between: (i) New England RECs generated in earlier periods that qualified for GAAP revenue recognition in the applicable period and (ii) New England RECs generated in the applicable period and sold to a creditworthy counterparty under a firm sales contract where revenue is deferred under GAAP until the applicable quarterly trading window occurs. The gross amounts of such New England RECs are as follows:

											Six Months Ended June 30,
		Year Ended December 31,															Nine Months Ended September 30, 2009
		2007			2008			2009			2009			2010
		(dollars in thousands)
New England RECs
	Included in revenues	$	(2,076	)	$	(4,488	)	$	(8,803	)	$	(4,593	)	$	(6,706	)	$	(7,328	)
	Generated during the period		4,537			6,435			10,863			5,065			6,826			8,567
		$	2,461		$	1,947		$	2,060		$	472		$	120		$	1,239

(b)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175, $12,708 and $19,192 for the year, the six months and the nine months, respectively.

(6)

We evaluate the performance of our operating projects on the basis of their Project EBITDA, which is a non-GAAP financial measure. We use Project EBITDA to assess the performance of our operating projects because we believe it is a measure that allows us to: (i) more accurately evaluate the operating performance of our projects based on the energy generated during each period (through the exclusion of mark-to-market adjustments and the effects of New England REC timing, for which the GAAP accounting treatment does not correspond to the energy generated during the period) and (ii) assess the ability of our projects to support debt and/or tax equity financing (through the exclusion of depreciation and amortization that is not indicative of capital costs that would be expected over the term of the financing and general and administrative expenses that are not incurred at the project level). Our ability to raise debt and/or tax equity financing for our projects is a key requirement of our development plan as described in "—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Financing Requirements." We believe it is important for investors to understand the factors that we focus on in managing the business, and therefore we believe Project EBITDA is useful for investors to understand. In addition, as long as investors consider Project EBITDA in combination with the most directly comparable GAAP measure, gross income (loss), we believe it is useful for investors to have information about our operating performance on a period-by-period basis, without giving effect to GAAP requirements that require the recognition of income or expense that does not correspond to actual energy production in a given period, and we believe it is useful for investors to consider a measure that does not include project-related depreciation and amortization. Because lenders and providers of tax equity financing frequently disregard the non-cash charges and GAAP timing differences noted above when determining the financeability of a project, we believe that presenting information in this manner can help give investors an understanding of our ability to secure financing for our projects. Project EBITDA can be reconciled to gross income (loss),

52

which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

													Six Months Ended June 30,
				Year Ended December 31,															Nine Months Ended September 30, 2009
				2007			2008			2009			2009			2010
Gross income (loss)				$	(5,629	)	$	18,254		$	21,383		$	16,060		$	1,565		$	21,334
	Add (subtract):
			Depreciation and amortization of operating assets		8,800			10,611			34,185			15,741			24,055			23,445
			New England REC timing		2,461			1,947			2,060			472			120			1,239
			Mark-to-market adjustments(a)		9,801			(14,760	)		(21,322	)		(16,855	)		(3,976	)		(23,339	)
			KWP I property tax assessment(b)		(488	)		(463	)		(439	)		(220	)		1,390			(329	)
		Project EBITDA		$	14,945		$	15,589		$	35,867		$	15,198		$	23,154		$	22,350

(a)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175, $12,708 and $19,192 for the year, the six months and the nine months, respectively.



(b)

In June 2010, the County of Maui, Hawaii retroactively assessed property taxes for our KWP I project totaling approximately $1.4 million plus penalties and interest for 2007, 2008 and 2009. We have appealed these retroactive assessments as well as the amount then billed by the county for 2010. The KWP I property tax assessment adjustment reflects these retroactive assessments in the periods to which they relate.


Project EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for gross income (loss), net income or cash flow from operations data as measured under GAAP. We use Project EBITDA to assess the performance of our operating projects and not as a measure of our liquidity. Investors should consider cash flow from operations, and not Project EBITDA, when evaluating our liquidity and capital resources. The items excluded from Project EBITDA are significant components of our statement of operations and must be considered in performing a comprehensive assessment of our overall financial performance. Project EBITDA and the associated period-to-period trends should not be considered in isolation.

53

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The historical financial data discussed below reflect the historical results of operations and financial condition of First Wind Holdings, LLC and do not give effect to our reorganization. See "The Reorganization and Our Holding Company Structure" and "Unaudited Pro Forma Financial Information" for a description of our reorganization and its effect on our historical results of operations. Our consolidated financial statements and the accompanying notes beginning on page F-1 contain additional information that you should refer to when considering investing in our Class A common stock. Statements in this discussion may be forward-looking, and these forward-looking statements involve risks and uncertainties. See "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements."

Overview

        We are an independent wind energy company focused solely on the development, financing, construction, ownership and operation of utility-scale wind energy projects in the United States. Our projects are located in the Northeastern and Western regions of the continental United States and in Hawaii. We have focused on these markets because we believe they provide the potential for future growth and investment returns at the higher end of the range available for wind projects. These markets have relatively high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built in a cost-effective manner. Moreover, we have focused our efforts on projects and regions with significant expansion opportunities, often enabled by transmission solutions that we have developed and built.

        Wind energy project returns depend mainly on the following factors:

•

Energy price.  The realized price of energy, including power, capacity and REC sales and the effect of cash settlements from related hedging activities.

•

Wind.  The quality of the wind resources, operational performance and the resulting energy production, otherwise known as NCF. NCF is the measure of a wind energy project's actual production expressed as a percentage of the amount of power the wind energy project could have produced running at full capacity for a particular period of time.

•

Construction costs.  The installed costs of the project, including transmission, balance-of-plant, turbines, interest during construction, financing costs and fees and development expenses.

•

Financing.  The financeability and cost of capital to construct the project.

•

Government incentives.  PTC, ITC, government grants and other government incentives.

        Our strategy considers all of these factors in combination and focuses on margins, returns on invested capital and value creation as opposed solely to project size. Some of our projects, while having high construction costs, still offer attractive returns because of favorable wind resources or energy prices. Additionally, in many cases, smaller, more profitable projects can create as much value as do larger, lower-returning projects. We assess the profitability of each project by evaluating its net present value. We also evaluate a project on the basis of its Project EBITDA, as described under "—How We Measure Our Performance," including the ratio of Project EBITDA to project development and construction costs.

Recent Developments—Selected Operating Data for the Nine Months Ended September 30, 2010

        For the nine months ended September 30, 2010, we expect to record revenues from energy sales, REC sales and capacity sales, along with cash settlements of derivatives, of between $87.0 million and

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$90.0 million, compared with the $38.9 million recorded for the comparable 2009 period. Including fair value changes in derivatives, during the nine months ended September 30, 2010, we expect to record revenues of between $67.0 million and $70.0 million, compared with the $58.0 million recorded for the comparable 2009 period. We expect our Project EBITDA for the nine months ended September 30, 2010 to be between $37.0 million and $40.0 million, compared with the $22.4 million recorded for the comparable 2009 period. The increase in our revenues and Project EBITDA was primarily due to the increase in electricity generated as a result of the increased aggregate capacity resulting from additional projects in our operating fleet in 2010, compared with 2009. During the nine months ended September 30, 2010, we generated between 848,000 and 851,000 MWh of electricity, compared with the 437,143 MWh generated in the same period in 2009, due largely to our increased capacity. Average realized energy price for the nine months ended September 30, 2010 is expected to be between $81/MWh and $85/MWh, compared with $82/MWh for same period in 2009.

        Project EBITDA is a non-GAAP financial measure that can be reconciled to gross income (loss), which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP. For the nine months ended September 30, 2010 we expect to record gross income of between $17.0 million and $19.0 million compared with $21.3 million for the same period in 2009. We will calculate Project EBITDA and average realized energy price per MWh for the nine months ended September 30, 2010 in the same manner as for prior periods, as discussed in the reconciliation of Project EBITDA to gross income (loss) and the discussion of adjustments to GAAP revenues under "Selected Historical Financial and Operating Data."

Factors Affecting Our Results of Operations, Financial Condition and Cash Flows

Significant Recent Growth

        Since January 1, 2006, we have significantly expanded our installed base of projects and our project development pipeline, and with them, our development capabilities and our headcount. Our rapid growth makes it difficult to compare consolidated financial results from period to period. As of December 31, 2009, we operated six projects with combined rated capacity of 478 MW, and we owned two generator leads with transmission capacity of approximately 1,200 MW. As of September 30, 2010, we operated seven projects with combined rated capacity of 504 MW and had four projects totaling 232 MW under construction. In contrast, as of December 31, 2008 and 2007 we operated three projects with combined rated capacity of 92 MW. As of December 31, 2009, we had approximately 200 employees in 10 offices in our markets, compared with 170 employees at December 31, 2008 and 85 employees at December 31, 2007.

        As our business has grown, we have increased our expenditures on general and administrative functions necessary to support this growth. We believe that, apart from additional costs expected to be incurred as a public company, we have achieved sufficient general and administrative capabilities to support our future growth without requiring significant increases in general and administrative expenses.

        Our results of operations have varied significantly due to variations in our project development activities, the timing of our projects, volatility in commodity prices that affect the fair value of our financial hedges and the overall increased cost of expanding our business. Additionally, we have experienced variability in 2008, 2009 and the six months ended June 30, 2010 from expensing previously-capitalized development costs for projects that were discontinued or recatergorized as Tier 2 after reaching the Tier 1 development stage. These write-offs amounted to $9.1 million in the aggregate, or approximately 9.6% of our development expenses during this period. Although we believe our current process for determining whether to promote projects to Tier 1 mitigates this risk, we could experience similar write-offs in the future. See "Business—How We Classify Our Projects."

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Financing Requirements

        Wind energy project development and construction are capital intensive. In addition to the cost of turbines, discussed below, we also incur material costs and expenses for land acquisition, feasibility studies, construction and other development costs. As a result, our ability to access capital markets efficiently and effectively is crucial to our growth strategy. The recent worldwide financial and credit crisis has reduced liquidity and the availability of credit. The difficult market conditions that began in the fall of 2008 have persisted. However, since the beginning of 2009, we have refinanced, raised or received approximately $2.3 billion for our company and projects in 19 refinancing and new capital-raising activities and customer prepayments. These activities included project debt financings, tax equity financings, intermediate holding company financings, government grants, Sponsor equity contributions and customer prepayments. We expect to fund the development of our projects with a combination of cash flows from operations, debt financings, tax equity financings, government grants and capital markets transactions such as this offering. See "Business—Project Financing."

State-Level Support

        Among the more significant factors driving growth in our business are state-mandated RPS and in some cases, municipal level RPS. An RPS is a program mandating that a specified percentage of electricity sales in a state or municipality come from renewable energy, including wind energy. Currently, 29 states and the District of Columbia have implemented RPS requirements, more than double the number of states with RPS requirements in 2003. For example, in the Northeast and California, two of our target markets, there are RPS targets of between 15% and 40% by 2013 to 2020 and 33% by 2020, respectively. In June 2009, Hawaii, the third region where we operate and where we have the largest utility-scale wind energy project in the state, increased its RPS target to 40% by 2030. See "Industry." To the extent states continue to strengthen their RPS requirements, our opportunities for growth will continue to increase.

Power Purchase Agreements and Financial Hedging

        The market prices of electricity and RECs materially affect the economic feasibility of our development projects and our results of operations. In the past 12 months, the price of electricity in the Northeast and West has fluctuated significantly, based in part on the costs of fossil fuels. There is no clear trend in prices for electricity or RECs in our markets. To limit the impact of market price variability on our revenues, we enter into PPAs and financial hedges covering the estimated revenue stream from a significant portion of the electricity we produce. We also seek to maximize the value of the RECs we generate by selling forward under long-term contracts the amount of RECs we expect to produce. We believe that stabilizing our revenues in this manner benefits us, our lenders and tax equity investors and enhances our ability to obtain long-term, non-recourse financing. We have PPAs or hedges on all seven of our operating projects and we expect to have PPAs or hedges on all of our 2010 projects. Approximately 90% of estimated revenues from our current operating projects are hedged through 2011. We plan to hedge approximately 90% of the estimated revenues for 2011 for the four projects currently under construction and the two projects we plan to have under construction in 2010. Most of the estimated aggregate revenues from our operating projects and 2010 projects is hedged through 2020.

        We believe the widespread support for renewable energy demonstrated by state RPS programs has improved our ability to negotiate and enter into long-term PPAs with utilities. We expect an increasing percentage of our electricity sales to be made pursuant to long-term PPAs. For example, Milford I, which commenced commercial operations in November 2009, has a PPA with Southern California Public Power Authority (SCPPA) to supply 20 years of power to the cities of Los Angeles, Burbank and Pasadena. In connection with our Sheffield project, which is in our 2010 project construction portfolio,

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we have fully negotiated and received approval on long-term PPAs with three Vermont utilities: Vermont Electric Cooperative, Inc. (VEC), City of Burlington Electric Department (BED) and Washington Electric Cooperative (WEC). For our Stetson II project that recently began operations, we have a long-term PPA with Harvard University to sell half of the electricity and RECs generated by the project. In addition, we expect to sell 100% of our energy and capacity from our Rollins project, which is also part of our 2010 project construction portfolio, to two utilities in Maine under 20-year PPAs. See "Business—Our Portfolio of Wind Energy Projects." In some instances we commit to sell minimum levels of generation. If the project generates less than the committed volumes, we may be required to either buy the shortfall of electricity on the open market or make payments of liquidated damages.

        When we enter into financial hedges and contracts for forward sales of RECs, we base the contracted amount on estimates we believe with a high degree of certainty that we can produce; however, actual amounts may be materially different from our estimates for a variety of reasons, including variable wind conditions and turbine performance. In the event a project does not generate the amount of electricity covered by a related financial hedge, we could incur significant losses under the hedge if electricity prices were to rise substantially above the fixed prices provided for in the hedge. A shortfall in the production of RECs could require us to purchase RECs at current market prices for delivery under a forward sales contract, and the market price may be higher than the contracted price. Additionally, our hedges may result in significant volatility in our quarterly and annual financial results as we are required to mark them to market through earnings on a periodic basis.

Turbine Supply and Pricing

        The majority of the total cost of a wind energy project is attributable to turbine purchases, so turbine purchases have been and will continue to be our principal capital expenditure. As a result, the price trend of turbines has a direct impact on our results of operations and the method of financing our turbines has a direct impact on our cash flows and liquidity.

        Historically we have needed to secure turbine orders early in the project-development lifecycle. Turbine suppliers generally required up-front payments upon execution of a turbine supply agreement with significant progress payments well in advance of turbine delivery. We used turbine supply loans to finance approximately 70% to 80% of these progress payments. This financing method was prevalent in part because in recent years demand for turbines often exceeded supply, a factor that also resulted in the price of turbines generally increasing between 2006 and 2008.

        However, an expanding turbine supply chain, coupled with the global economic downturn, has mitigated this trend, resulting in an oversupply of turbines globally. This oversupply led to a significant downward trend in prices for turbines beginning in 2009. We expect that lower turbine prices will mitigate the impact on electric energy prices of low natural gas prices. We believe that as long as these market conditions persist, we will not need to dedicate long-term capital commitments to turbine purchases or make milestone payments far in advance of anticipated delivery. For a project in construction, we seek project financing, which typically allows us to repay and terminate the turbine supply loans relating to that project.

        We have no firm turbine commitments for delivery after 2010 and as a result we believe we have the opportunity to benefit from the improved pricing and terms currently available for turbine purchases for our 2011 projects and beyond. We have taken steps to benefit from the weakness in the turbine industry. For example, in 2009 we amended our agreements with Clipper to give us the right, but not the obligation, to buy turbines from Clipper for up to 633 MW of deliveries between 2011 and 2015, subject to the forfeiture of up to $89.5 million in deposits and progress payments that we have made and are scheduled to make to Clipper, if we decide not to buy any additional turbines from them.

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Federal Programs

        We utilize federal government programs supporting renewable energy, which enhance the economic feasibility of developing our projects. The key federal programs include the ITC, grants and loan guarantees under the ARRA, the PTC and accelerated depreciation of renewable energy property. Under the ARRA, project owners can receive a cash grant in lieu of the ITC paid by the U.S. Treasury representing 30% of the ITC-eligible costs of building wind energy producing assets. In September 2009, our Cohocton and Stetson I projects were among the first recipients of such cash grants, receiving approximately $115 million. Our Milford I project received approximately $120 million of such grants in March 2010 and our Stetson II project received approximately $19 million of such grants in June 2010. In addition to cash grants, Sections 1703 and 1705 of the ARRA establish loan guarantee programs administered by the U.S. Department of Energy (DOE). These programs call for over $40 billion of federal loan guarantees to be allocated for innovative technology authorized under the Energy Policy Act of 2005 and approximately $15 billion to be made available for commercially proven technology. In July 2010, we entered into a $117 million construction and term loan facility guaranteed by the Department of Energy to help finance construction of our Kahuku project. We plan to apply for cash grants for the other projects we begin to construct in 2010. We may also apply for additional loan guarantees for some of our projects.

        Historically, the PTC has been subject to extension on an annual basis, resulting in uncertainty that made it difficult to successfully execute qualifying development activities. However, the ARRA extended the PTC through 2012 for wind projects, reducing uncertainty about whether a wind project would qualify for the PTC since this determination cannot be made until the project is placed in service. The tax equity financing market has allowed us to monetize certain of these tax benefits that would otherwise be deferred until such time as we have taxable income. Changes in or elimination of these policies could render certain of the projects in our development portfolio uneconomic, increase our financing costs or otherwise adversely affect our financing efforts, increase our equity requirements and adversely affect our growth.

Wind Variability and Seasonality

        The profitability of a wind energy project is directly correlated with wind conditions at the project site. In addition to annual variations, each of our projects experiences unique daily and seasonal variations in its wind resources, which will in turn affect the revenue profile of that project. For example, our projects in the Northeast tend to be sited in winter-peaking, storm-driven wind resources where a majority of the electricity production (and therefore REC production) occurs from October through March. In Utah, the wind resource is more often summer peaking and driven by thermal conditions that result from heat generated by sunlight. In Hawaii, we experience trade winds throughout the year.

        These daily and seasonal variations are carefully studied by our meteorological team to develop an annual output profile that reflects seasonal variations in cash flow that can be expected from individual projects. Our finance and commodities teams use these projections to plan and structure our hedges and financings to account for seasonal variation. Our meteorological teams are able to draw on data for nearly 95% of our project pipeline, and use this data to prepare computer models to estimate potential wind levels. For the seven projects we expect to have under construction or place in operation in 2010, we had, at September 30, 2010, an average of nearly seven years of wind data collected from 22 meteorological towers. For our Tier 1 and Tier 2 development projects as of September 30, 2010, approximately 82% of our meteorological data is for one or more years, and approximately 72% of this data is for three or more years.

        In regions with liquid power markets, the price of electricity may vary by season, depending on weather conditions that often affect system load conditions, as in the case of extreme heat or cold

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leading to increased use of heating, ventilation and air conditioning systems. We are able to mitigate some of the seasonal variation in pricing by hedging a portion of our output. See "—Power Purchase Agreements and Financial Hedging."

Public Company Expenses

        We believe that our general and administrative expenses will increase in connection with the completion of this offering. This increase will consist of legal and accounting fees and additional expenses associated with complying with the Sarbanes-Oxley Act of 2002 and other regulations affecting publicly traded companies. We anticipate that our ongoing general and administrative expenses will also increase as a result of being a publicly traded company, in part due to the cost of filing annual and quarterly reports with the SEC, investor relations, directors' fees, directors' and officers' insurance and registrar and transfer agent fees. Our consolidated financial statements after completion of this offering will reflect the impact of these increased expenses, which will affect the comparability of our financial statements with periods prior to completion of this offering.

Effects of the Reorganization

        First Wind Holdings Inc. was formed for the purpose of this offering and has only engaged in activities in contemplation of this offering. Upon completion of the offering, all of our business will continue to be conducted through First Wind Holdings, LLC, which is the holding company that has conducted all of our business to date. First Wind Holding Inc. will be a holding company, whose principal asset will be its managing member interest in First Wind Holdings, LLC. All of the equity of First Wind Holdings, LLC outstanding prior to the reorganization that will not be owned by First Wind Holdings Inc. will be either exchanged for our Class A common stock or Series B Membership Interests of First Wind Holdings, LLC and an equal number of shares of our Class B common stock. Unvested Series B Units and vested Series B Units that do not then have current value will expire. For more information regarding our reorganization and holding company structure, see "The Reorganization and Our Holding Company Structure."

        We expect that future exchanges of Series B Membership Interests, together with an equal number of shares of Class B common stock, for shares of our Class A common stock will result in increases in the tax basis in the tangible assets of First Wind Holdings, LLC. We expect that these increases in tax basis, which would not have been available but for our new holding company structure, will reduce the amount of tax that we would otherwise be required to pay in the future. We will be required to pay a portion of the cash savings we actually realize from such increase (or are deemed to realize in the case of an early termination payment by us, or a change in law, as discussed below) to certain holders of the Series B Membership Interests, which include our Sponsors and certain of our employees and current investors, pursuant to a tax receivable agreement. See "The Reorganization and Our Holding Company Structure—Tax Receivable Agreement."

        First Wind Holdings, LLC is currently taxed as a partnership for federal income tax purposes. Therefore, with the exception of certain subsidiaries that have elected to be taxed as corporations, we have not been subject to entity-level federal or state income taxation, and the members of First Wind Holdings, LLC pay taxes with respect to their allocable share of our taxable income. Following the reorganization and this offering, all of the earnings of First Wind Holdings Inc. will be subject to federal income taxation.

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Components of Revenues and Expenses

Revenues

        Our total revenues are composed of energy sales, capacity sales, sales of RECs and the effects of related hedging activities, including both the cash settlement of derivatives and fair value adjustments to mark these derivatives to market at the end of each period. When we analyze the revenues of our operating projects and the related performance of our hedging strategies, we use a metric we refer to as "average realized energy price" per MWh of energy generated.

Energy Sales

        We typically sell the power generated by our projects (sometimes bundled with RECs) either pursuant to PPAs with local utilities or power companies or directly into the local power grid at market prices. Our PPAs have initial terms ranging from five to 20 years with fixed prices, market prices or a combination of fixed and market prices. We may also seek to hedge a significant portion of the market component of our power sales revenue with financial swaps. See "—Risk Management Activities Related to Operating Projects."

Sales of RECs

        The RECs associated with renewable electricity generation can be "unbundled" and sold as a separate attribute. In some states, we sell RECs to entities that must either purchase or generate certain quantities of RECs to comply with state RPS programs. Currently, 25 states and the District of Columbia have adopted RPS programs that operate in tandem with a credit trading system in which generators sell RECs for renewable power they generate.

Capacity Sales

        Capacity payments are made to energy generators, including those with wind energy projects, as an incentive for them to promote development and continued operational capacity sufficient to meet the customer's anticipated requirements. Capacity payments are payments made to energy generators based on their available capacity, rather than the energy generated.

Hedging Activities

        We enter into derivative contracts to hedge future electricity prices to mitigate a portion of the risk of market price fluctuations we will encounter by selling power at variable or market prices. See "—Quantitative and Qualitative Disclosure about Market Risk—Commodity Price Risk."

Average Realized Energy Price

        Average realized energy price per MWh of energy generated is a metric that allows us to compare revenues from period to period, or on a project by project basis, regardless of whether the revenues are generated under a PPA, from sales at market prices with a financial swap, from sales at market prices or a combination of the three. Although average realized energy price is based, in part, on revenues recognized under GAAP, this metric does not represent revenue per unit of production on a GAAP basis. We adjust GAAP revenues used to compute this metric in several respects:

•

Under GAAP, recognition of revenues from the sale of New England RECs is delayed due to regulations that limit their transfer to the buyer to quarterly trading windows that open two quarters subsequent to generation. To match New England REC revenue to the period in which the related power was generated, in calculating this metric, we add New England REC revenues

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attributable to generation during a period but not yet recognized under GAAP, and subtract New England REC revenue recognized under GAAP in the period but generated in a prior period.

•

In addition, in order to focus this metric on realized energy prices, we exclude the effects of mark-to-market adjustments on financial swaps.

        Average realized energy price changes over time due to several factors. Historically, the most significant factor has been the growth of our business and the corresponding change in pricing mix. Each project has a different pricing profile, including varying levels of hedging in relation to electricity generation, and in certain cases, short periods of unhedged exposure to market price fluctuations as hedging agreements are put in place.

        The table below shows the calculation of our average realized energy price for the periods presented:

											Six Months Ended June 30,
			Year Ended December 31,														Nine Months Ended September 30, 2009
			2007		2008			2009			2009			2010
Numerator (in thousands)
	Total revenue		$	12,346	$	39,478		$	75,277		$	40,181		$	49,741		$	58,048
	Add (subtract):
		New England REC timing(1)		2,461		1,947			2,060			472			120			1,239
		Mark-to-market adjustments(2)		9,801		(14,760	)		(21,322	)		(16,855	)		(3,976	)		(23,339	)
			$	24,608	$	26,665		$	56,015		$	23,798		$	45,885		$	35,948
Denominator (MWh)
		Total energy production		239,940		275,024			656,365			304,803			568,724			437,143
Average realized energy price
		(numerator/denominator)	$	103/MWh	$	97/MWh		$	85/MWh		$	78/MWh		$	81/MWh		$	82/MWh

(1)

New England REC timing represents the difference between: (i) New England RECs generated in earlier periods that qualified for GAAP revenue recognition in the applicable period and (ii) New England RECs generated in the applicable period and sold to a creditworthy counterparty under a firm sales contract where revenue is deferred under GAAP until the applicable quarterly trading window occurs. The gross amounts of such New England RECs are as follows:

										Six Months Ended June 30,
	Year Ended December 31,															Nine Months Ended September 30, 2009
	2007			2008			2009			2009			2010
	(in thousands)
New England RECs
Included in revenues	$	(2,076	)	$	(4,488	)	$	(8,803	)	$	(4,593	)	$	(6,706	)	$	(7,328	)
Generated during the period		4,537			6,435			10,863			5,065			6,826			8,567
	$	2,461		$	1,947		$	2,060		$	472		$	120		$	1,239

(2)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175, $12,708 and $19,192 for the year, the six months and the nine months, respectively.

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Cost of Revenues

        Cost of revenues includes project operating expenses and depreciation and amortization of operating assets.

Project Operating Expenses

        Project operating expenses consist of such costs as contracted operations and maintenance fees, turbine and related equipment warranty fees, land lease payments, insurance, professional fees, operating personnel salaries and permit compliance costs.

Depreciation and Amortization of Operating Assets

        Depreciation and amortization of operating assets are included in cost of revenues once a project has begun commercial operations. Prior to that time, depreciation and amortization associated with the related property, plant and equipment is included in other operating expenses.

Other Operating Expenses

        Other operating expenses include project development expenses, general and administrative expenses and depreciation and amortization.

Project Development Expenses

        We allocate development expenses by project. Project development expenses consist of initial permitting, land rights, preliminary engineering work, analysis of project wind resource, analysis of project economics and legal work. We expense all project development costs until we deem a project probable of being technically, commercially and financially viable. Once this determination has been made, we classify the project as being in the Tier 1 stage of development, at which point we begin capitalizing project development costs. After a project has been moved to Tier 1, if we subsequently determine that the project is not technically, commercially or financially viable or we move a project from Tier 1 to Tier 2, we write off the capitalized development costs. See "Business—How We Classify Our Projects."

Risk Management Activities Related to Non-Operating Projects

        Prior to a project's reaching commercial operations, we record fair value changes and cash settlements related to commodity derivatives as risk management activities related to non-operating projects. Once a project reaches commercial operations, we record these fair value changes and cash settlements under revenues, as risk management activities related to operating projects.

How We Measure Our Performance

        Senior management's performance is evaluated based in part on annual operating and financial targets for our operating and under-construction portfolio as well as the extent to which we are prudently growing and managing our development pipeline using GAAP financial measures. We also evaluate the performance of our operating projects on the basis of Project EBITDA, which is a non-GAAP financial measure. We use Project EBITDA to assess the performance of our operating projects because we believe it is a measure that allows us to: (i) more accurately evaluate the operating performance of our projects based on the energy generated during each period (through the exclusion of mark-to-market adjustments and the effects of New England REC timing, for which the GAAP accounting treatment does not correspond to the energy generated during the period), (ii) assess the

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ability of our projects to support debt and/or tax equity financing (through the exclusion of depreciation and amortization that is not indicative of capital costs that would be expected over the term of the financing and general and administrative expenses that are not incurred at the project level). Our ability to raise debt and/or tax equity financing for our projects is a key requirement of our development plan as described in "—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Financing Requirements." We believe it is important for investors to understand the factors that we focus on in managing the business, and therefore we believe Project EBITDA is useful for investors to understand. In addition, as long as investors consider Project EBITDA in combination with the most directly comparable GAAP measure, gross income (loss), we believe it is useful for investors to have information about our operating performance on a period-by-period basis, without giving effect to GAAP requirements that require the recognition of income or expense that does not correspond to actual energy production in a given period, and we believe it is useful for investors to consider a measure that does not include project-related depreciation and amortization. Because lenders and providers of tax equity financing frequently disregard the non-cash charges and GAAP timing differences noted above when determining the financeability of a project, we believe that presenting information in this manner can help give investors an understanding of our ability to secure financing for our projects. Project EBITDA can be reconciled to gross income (loss), which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

													Six Months Ended June 30,
				Year Ended December 31,															Nine Months Ended September 30, 2009
				2007			2008			2009			2009			2010
Gross income (loss)				$	(5,629	)	$	18,254		$	21,383		$	16,060		$	1,565		$	21,334
	Add (subtract):
			Depreciation and amortization of operating assets		8,800			10,611			34,185			15,741			24,055			23,445
			New England REC timing		2,461			1,947			2,060			472			120			1,239
			Mark-to-market adjustments(1)		9,801			(14,760	)		(21,322	)		(16,855	)		(3,976	)		(23,339	)
			KWP I property tax assessment(2)		(488	)		(463	)		(439	)		(220	)		1,390			(329	)
		Project EBITDA		$	14,945		$	15,589		$	35,867		$	15,198		$	23,154		$	22,350

(1)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175, $12,708 and $19,192 for the year, the six months and the nine months, respectively.

(2)

In June 2010, the County of Maui, Hawaii retroactively assessed property taxes for our KWP I project totaling approximately $1.4 million plus penalties and interest for 2007, 2008 and 2009. We have appealed these retroactive assessments as well as the amount then billed by the county for 2010. The KWP I property tax assessment adjustment reflects these retroactive assessments in the periods to which they relate.

        Project EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for gross income (loss), net income or cash flow from operations data as measured under GAAP. We use Project EBITDA to assess the performance of our operating projects and not as a measure of our liquidity. Investors should consider cash flow from operations, and not Project EBITDA, when evaluating our liquidity and capital resources. The items excluded from Project EBITDA are significant components of our statement of operations and must be considered in performing a comprehensive assessment of our overall financial performance. Project EBITDA and the associated period-to-period trends should not be considered in isolation.

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Results of Operations

Six Months Ended June 30, 2010 Compared with Six Months Ended June 30, 2009

        The following table sets forth selected information about our results of operations for the six months ended June 30, 2010 and 2009 (dollars in thousands):

			Six Months Ended June 30,						2010 compared with 2009
			2009			2010			$			%
Revenues:
	Revenues		$	20,915		$	40,747		$	19,832			95	%
	Cash settlements of derivatives			6,558			5,018			(1,540	)		-23	%
	Fair value changes in derivatives			12,708			3,976			(8,732	)		-69	%
		Total revenues		40,181			49,741			9,560			24	%
Cost of revenues
	Project operating expenses			8,380			24,121			15,741			188	%
	Depreciation and amortization of operating assets			15,741			24,055			8,314			53	%
		Total cost of revenues		24,121			48,176			24,055			100	%
		Gross income		16,060			1,565			(14,495	)		-90	%
Other operating expenses:
	Project development			16,987			23,337			6,350			37	%
	General and administrative			19,145			18,641			(504	)		-3	%
	Depreciation and amortization			1,422			2,285			863			61	%
		Total other operating expenses		37,554			44,263			6,709			18	%
		Income (loss) from operations		(21,494	)		(42,698	)		(21,204	)		99	%
Other expense				(57	)		(5,153	)		(5,096	)		N/M
Interest expense, net of capitalized interest				(3,365	)		—			3,365			-100	%
Loss before provision for income taxes				(24,916	)		(47,851	)		(22,935	)		92	%
Provision for income taxes				—			3,835			3,835			N/M
	Net loss			(24,916	)		(51,686	)		(26,770	)		107	%
		Less: net loss attributable to noncontrolling interest		5,862			9,506			3,644			62	%
	Net income (loss) attributable to members of First Wind Holdings, LLC		$	(19,054	)	$	(42,180	)	$	(23,126	)		121	%
Key Metrics:
	Rated capacity (end of period)			274 MW			504 MW			230 MW			84	%
	Electricity generated			304,803 MWh			568,724 MWh			263,921 MWh			87	%
	Average realized energy price		$	78/MWh		$	81/MWh		$	3/MWh			4	%
	Project EBITDA		$	15,198		$	23,154		$	7,956			52	%

N/M = not measurable/meaningful

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Project Operating Results

        For the six months ended June 30, 2010, we recorded revenues from energy sales, REC sales and capacity sales, along with cash settlements of derivatives, of $45.8 million, a 66.6% increase over the $27.5 million recorded for the comparable 2009 period. Our Project EBITDA for the six months ended June 30, 2010 was $23.2 million, a 52.3% increase over the $15.2 million recorded in 2009. The increase in our revenues and Project EBITDA was due to the substantial increase in electricity generation in 2010, compared with 2009, which in turn was due to the substantial increase in the capacity of our projects in 2010 compared with 2009. During the six months ended June 30, 2010, we generated 569,000 MWh of electricity, an 86.6% increase over the 305,000 MWh generated in the same period in 2009, due largely to the addition of our Milford I and Stetson II Projects, which have a combined 230 MW of rated capacity. Average realized energy price for 2010 was $81/MWh compared with $78/MWh in 2009.

        Including fair value changes in derivatives, during six months ended June 30, 2010 we recorded revenues of $49.7 million, a 23.8% increase from the $40.2 million recorded for the comparable 2009 period.

        Operating base.    Our 2010 operating base consists of projects that commenced operations prior to January 1, 2010. Our 2010 operating base comprises 478 MW of our total 504 MW of rated capacity and consists of the Kaheawa Wind Power I (KWP I), Mars Hill, Steel Winds I, Cohocton, Stetson I and Milford I projects.

        Energy production from our 2010 operating base for the six months ended June 30, 2010 was approximately 554,000 MWh, resulting in an NCF of 27%, which is below our expected long-term average NCF of 28% to 30%. Factors affecting generation included: windiness below the long term average we expect although within the range of our expectations; plant non-availability shortfalls due to the ramp-up of turbine availability typical in newly-commissioned projects and a transformer malfunction at Stetson II; and utility curtailment, a substantial portion of which we believe is non-recurring. Average realized energy price for the six months ended June 30, 2010 was $81/MWh, compared with $78/MWh for the same period in 2009. Our $81/MWh average realized energy price for the six months ended June 30, 2010 was adversely affected by the pricing at our Milford I project, for which we received a $232 million prepayment under a 20-year PPA with SCPPA. This prepayment had a favorable effect on our cost of capital for the project, but is based on a relatively low average realized energy price ($57/MWh). Excluding Milford I, our average realized energy price for the six months ended June 30, 2010 was $94/MWh.

        Additional information about the individual projects comprising our 2010 operating base is as follows:

•

Kaheawa Wind Power I (KWP I).  For the six months ended June 30, 2010, energy production at KWP I was approximately 58,000 MWh, resulting in an NCF of 44%, compared with energy production of approximately 45,000 MWh, resulting in an NCF of 35% in the same period in 2009. Our long-term average NCF expectation is 41% to 43%. Average realized energy price for the six months ended June 30, 2010 was approximately $77/MWh compared with approximately $84/MWh for the same period in 2009, due to the large movements in spot oil prices over the past year. While 100% of our output is sold under a 20-year PPA, 70% is fixed price and 30% is indexed to the counterparty's avoided cost of electricity, which is heavily correlated to oil prices. At commercial operation, the project entered into an oil derivative swap agreement to stabilize the 30% indexed portion of the PPA. Project operating expenses for the 2010 period were approximately $3.4 million, compared with approximately $1.3 million in costs in the 2009 period. The increase is primarily due to a retroactive property tax assessment of approximately $1.4 million for 2007, 2008 and 2009, along with approximately $0.2 million accrued for property taxes for the six months ended June 30, 2010, which we have appealed. The remaining increase

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is due to reclassifying certain types of costs historically included in project development expenses as project operating expenses in 2010.

•

Mars Hill.  For the six months ended June 30, 2010, energy production at Mars Hill was approximately 62,000 MWh, resulting in an NCF of 34%, compared with energy production of approximately 64,000 MWh, resulting in an NCF of 35% for the same period in 2009. Our long-term average NCF expectation is 35% to 37%. We experienced unexpected levels of utility curtailment at Mars Hill that we believe are non-recurring. Average realized energy price for the six months ended June 30, 2010 was approximately $81/MWh compared with approximately $90/MWh for the same period in 2009. Due mostly to lower REC prices, project operating expenses were approximately $3.2 million for the 2010 period compared with approximately $2.4 million in costs in the 2009 period. The increase is due to reclassifying certain types of costs historically included in project development expenses as project operating expenses in 2010. Transmission costs for the six months ended June 30, 2010 were $1.0 million compared with $0.7 million in the 2009 period.

•

Steel Winds I.  For the six months ended June 30, 2010, energy production at Steel Winds I was approximately 27,000 MWh, resulting in an NCF of 32%, compared with energy production of approximately 22,000 MWh, resulting in an NCF of 25% in the same period in 2009. This increase in production was primarily due to improved operating performance of our Clipper turbines. Our long-term average NCF expectation is 29% to 31%. Average realized energy price for the six months ended June 30, 2010 was approximately $69/MWh compared with approximately $83/MWh for the same period in 2009. Project operating expenses for the 2010 period were approximately $0.9 million, compared with approximately $0.7 million in the 2009 period.

•

Cohocton.  Cohocton began commercial operations on January 27, 2009. For the six months ended June 30, 2010, energy production at Cohocton was approximately 130,000 MWh, resulting in an NCF of 24% compared with energy production of approximately 99,000 MWh, resulting in an adjusted NCF of 18% for the same period in 2009. This increase in production was primarily due to improved operating performance of our Clipper turbines. Our long-term average NCF expectation is 25% to 27%. Average realized energy price for the six months ended June 30, 2010 was $92/MWh, compared with $106/MWh for the same period in 2009. Included in the 2009 amount is a non-recurring financial hedge settlement we received of approximately $4.1 million. If this settlement were excluded from revenues, the average realized energy price in 2009 would have been $64/MWh. In June 2009, Cohocton began participating in the New England renewable energy credit program, which affected the year over year increase in average realized energy price. Project operating expenses for the 2010 period were approximately $5.0 million, compared with approximately $2.3 million in the 2009 period. The increase is related to the partial 2009 operating period along with reclassifying certain types of costs historically included in project development expenses as project operating expenses in 2010.

•

Stetson I.  Stetson I began commercial operations on January 23, 2009. For the six months ended June 30, 2010, energy production at Stetson I was approximately 78,000 MWh, resulting in an NCF of 32% compared with energy production of approximately 74,000 MWh, resulting in an NCF of 30% for the same period in 2009. Our long-term average NCF expectation is 30% to 32%. Average realized energy price for the six months ended June 30, 2010 was $132/MWh compared with approximately $81/MWh for the same period in 2009. We have a 10-year financial swap for Stetson I which did not commence until July 2009; therefore, Stetson I's 2009 results were exposed to variability of merchant power prices before commencement of the financial swap. Project operating expenses for the 2010 period were approximately $3.5 million, compared with approximately $2.5 million in the 2009 period. The increase is related to the

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partial 2009 operating period along with reclassifying certain types of costs historically included in project development expenses as project operating expenses in 2010.

•

Milford I.  Milford I began commercial operations on November 16, 2009. Under the terms of the Milford I PPA, in February 2010 SCPPA provided an approximately $232 million prepayment for approximately 75% of the estimated annual generation delivered over 20 years. SCPPA also makes payments for the as-generated electricity for the remaining approximately 25% of our annual production at a fixed rate of approximately $59/MWh, escalating at 1.75% annually. Finally, SCPPA makes payments of approximately $11/MWh for the as-generated RECs, none of which have been prepaid, and reimburses the project for a portion of its operating costs. For the six months ended June 30, 2010, energy production was approximately 198,000 MWh, resulting in a 22% NCF. This tracks below our long-term NCF expectation range of 24% to 26%, a portion of which is due to the planned ramp-up in turbine availability that is typical in newly-commissioned projects. We also experienced well below-average windiness in January and February 2010, with a subsequent return to average windiness. Average realized energy price was approximately $57/MWh, and project operating expenses were $7.4 million.

        Partial year projects.    Our 2010 partial year operating projects will consist of projects that begin commercial operations after January 1, 2010. Our performance for the six months ended June 30, 2010 for our 2010 partial year operating project was as follows:

•

Stetson II.  Stetson II began commercial operations on March 12, 2010. For the six months ended June 30, 2010, energy production at Stetson II was approximately 15,000 MWh, resulting in an NCF of 13%. This tracks below our long-term NCF expectation range of 30% to 32%. This production shortfall was due primarily to a malfunction of the main transformer which was removed, repaired and reinstalled during the period. Main transformers have a design-life of 20 to 30 years or more, so an immediate malfunction such as this is not typical. The main transformer was under warranty and we have business interruption insurance under which we have made a claim for lost revenues and related expenses. Our production at Stetson II was also impacted by the planned ramp-up in turbine availability that is typical in newly-commissioned wind projects. Our average realized energy price for the period was $85/MWh and project operating expenses were approximately $0.9 million.

        Depreciation and amortization of operating assets.    During the six months ended June 30, 2010, we recorded expenses for depreciation and amortization of operating assets of $24.1 million, a 53.5% increase over the $15.7 million recorded for the same period in 2009, due largely to the substantial increase in the capacity of our operating projects in 2010 compared with 2009.

Other Operating Expenses

        Project development.    During the six months ended June 30, 2010, we recorded project development expenses of $23.3 million, a 37.4% increase from the $17.0 million recorded for the same period in 2009. Stock-based compensation expense recorded in project development for the first half of 2010 was $1.3 million, compared with $600,000 for the same period of 2009. The $5.7 million, or 34.5%, increase in project development expense (excluding stock-based compensation) over amounts recorded in 2009 was due largely to increases in development activity in 2010 to support our development pipeline for 2011 and beyond along with the writeoff of approximately $2.5 million of previously-capitalized costs for a project that was reclassified from Tier 1 to Tier 2. The increase was partially offset by the decreases in the level of capitalization of project development expenses from that experienced in 2009. Additionally, we have classified approximately $3.5 million of certain types of costs historically included in project development expenses as project operating expenses in 2010. The impact of this change was partially offset by our classifying approximately $1.1 million of certain types of costs

67

historically included in general and administrative expenses as project development expenses in 2010 as further described below.

        General and administrative.    During the six months ended June 30, 2010, we recorded general and administrative expenses of $18.6 million, a 2.6% decrease from the $19.1 million recorded for the same period in 2009. Stock-based compensation expense recorded in general and adminstrative expenses in the 2010 period totaled $6.7 million, including approximately $2.6 million related to revisions of estimated forfeitures, compared with $3.0 million in the 2009 period. The $4.4 million, or 27.0%, decrease in general and administrative costs (excluding stock-based compensation) from amounts recorded in 2009 was due largely to reductions in non-recurring third party legal and consulting expense incurred during 2009 along with our classifying approximately $1.1 million of certain types of costs (primarily related to securing real estate, PPAs and other project related contracts) historically included in general and administrative expenses as project development costs in 2010. Comparing the six months ended June 30, 2010 with the same period in 2009 we have increased our rated capacity by 84% while reducing our general and administrative expenses. Apart from certain additional costs we will incur as a public company, we believe that we have achieved scale in general and administrative capabilities to support our future growth without requiring significant increases in expenses related to overhead.

        Depreciation and amortization expenses.    During the six months ended June 30, 2010, we recorded depreciation and amortization expenses of $2.3 million, a 60.7% increase over the $1.4 million recorded for the same period in 2009, due largely to capital expenditures related to corporate assets such as leasehold improvements, vehicles, office equipment and furniture.

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Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

        The following table sets forth selected information about our results of operations for the years ended December 31, 2009 and 2008 (dollars in thousands):

			Year Ended December 31,						2009 compared with 2008
			2008			2009			$			%
Revenues:
	Revenues		$	28,790		$	47,136		$	18,346			64	%
	Cash settlements of derivatives			(4,072	)		10,966			15,038			N/M
	Fair value changes in derivatives			14,760			17,175			2,415			16	%
		Total revenues		39,478			75,277			35,799			91	%
Cost of revenues:
	Project operating expenses			10,613			19,709			9,096			86	%
	Depreciation and amortization of operating assets			10,611			34,185			23,574			222	%
		Total cost of revenues		21,224			53,894			32,670			154	%
		Gross income		18,254			21,383			3,129			17	%
Other operating expenses:
	Project development			35,855			35,895			40			0	%
	General and administrative			44,358			39,192			(5,166	)		-12	%
	Depreciation and amortization			2,325			3,381			1,056			45	%
		Total other operating expenses		82,538			78,468			(4,070	)		-5	%
		Loss from operations		(64,284	)		(57,085	)		7,199			-11	%
Risk management activities related to non-operating projects				42,138			—			(42,138	)		-100	%
Other income (expense)				827			(1,915	)		(2,742	)		N/M
Interest expense, net of capitalized interest				(4,846	)		—			4,846			-100	%
Loss before provision for income taxes				(26,165	)		(59,000	)		(32,835	)		125	%
Provision for income taxes				—			2,010			2,010			N/M
	Net loss			(26,165	)		(61,010	)		(34,845	)		133	%
		Less: net loss attributable to noncontrolling interests		11,107			1,391			(9,716	)		-87	%
	Net loss attributable to members of First Wind Holdings, LLC		$	(15,058	)	$	(59,619	)	$	(44,561	)		296	%
Key Metrics:
	Rated capacity (end of period)			92 MW			478 MW			386 MW			420	%
	Electricity generated			275,024 MWh			656,365 MWh			381,341 MWh			139	%
	Average realized energy price		$	97/MWh		$	85/MWh		$	(12)/MWh			-12	%
	Project EBITDA		$	15,589		$	35,867		$	20,278			130	%

N/M = not measurable/meaningful

69

Revenues and project operating expenses

        During 2009, we recorded revenues from energy sales, REC sales and capacity sales, along with cash settlements of derivatives, of $58.1 million, a 135% increase over the $24.7 million recorded during 2008. This increase was due to the substantial increase in electricity generation in 2009 compared with 2008, which in turn was due to the substantial increase in the capacity of our projects in 2009 compared with 2008. During 2009, we generated 656,365 MWh of electricity, a 139% increase over the 275,024 MWh generated in 2008, due largely to the increase in the capacity of our projects in 2009. Average realized energy price for 2009 was $85/MWh compared with $97/MWh in 2008.

        Including revenues from risk management activities related to operating projects, during 2009 we recorded revenues of $75.3 million, a 90.7% increase over the $39.5 million recorded for 2008. Risk management activities related to operating projects resulted in a gain of $28.1 million for 2009 compared with a gain of $10.7 million for the same period in 2008. The $17.4 million increase for 2009 over 2008 relates to $2.4 million of mark-to-market gains on commodity swap contracts combined with net cash settlements of $15 million on the same commodity swaps.

        Operating base.    Our performance for 2009 and 2008 for projects that were operating prior to January 1, 2009 was as follows:

•

Kaheawa Wind Power I (KWP I).  For 2009, energy production at KWP I was approximately 110,000 MWh, resulting in an NCF of 42%, compared with energy production of approximately 109,000 MWh, resulting in an NCF of 41% in 2008. This tracks to our long-term NCF expectation of 41% to 43%. Average realized energy price for 2009 was approximately $85/MWh compared with approximately $93/MWh for 2008, due to a decrease in oil prices. Project operating expenses for 2009 were approximately $2.4 million, or $81/kW, compared with approximately $2.7 million in costs or $91/kW in 2008.

•

Mars Hill.  For 2009, energy production at Mars Hill was approximately 122,000 MWh, resulting in an NCF of 33%, compared with energy production of approximately 129,000 MWh, resulting in an NCF of 35% in 2008. Our 2009 performance tracks below our long-term NCF expectation of approximately 35% to 37% due to below-average wind speeds in the region. Average realized energy price for 2009 was approximately $88/MWh compared with approximately $106/MWh for 2008. Project operating expenses were approximately $5.2 million for 2009 or $124/kW compared with approximately $6.9 million in costs, or $163/kW, in 2008.

•

Steel Winds I.  For 2009, energy production at Steel Winds was approximately 42,000 MWh, resulting in an NCF of 24%, compared with energy production of approximately 37,000 MWh, resulting in an NCF of 21% in 2008. Our 2009 performance was below our long-term NCF expectation of approximately 29% to 31% due to a combination of lower than expected turbine availability and below-average wind speeds in the region.

Lower than expected turbine availability in 2009 was primarily due to a Clipper blade wrinkle defect, which resulted in approximately 5,000 MWh of lost production in 2009, for which we have warranty protection. Adjusting for the warranty claim, the NCF would have been approximately 27%. Lower than expected turbine availability in 2008 was primarily due to two separate technical start-up problems experienced by Clipper, one related to gearboxes and the other related to blades. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry—One of our key turbine suppliers, Clipper Windpower Plc, has experienced certain technical issues with its wind turbine technology and may continue to experience similar issues." All of our Clipper turbines have a five-year availability warranty, which protects us from lost revenue resulting from start-up technical problems such as those described above. We believe that Clipper has remediated these technical problems.

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Our average realized energy price for 2009 was approximately $94/MWh, including warranty claims, compared with approximately $77/MWh for 2008. Project operating expenses in 2009 were approximately $1.5 million, or $74/kW compared with approximately $1.4 million or $72/kW in 2008.

        On an aggregate basis for our 2009 operating base, 2009 energy production was approximately 273,000 MWh, resulting in an NCF of 34%. Adjusted for our warranty claim at Steel Winds I, our operating base NCF would have been approximately 35%, which tracks slightly below our long-term expectation of 36% to 38% due to below-average wind speeds. While below our long-term NCF expectations, our 2009 NCF was within the expected range of annual variation. Average realized energy price for the period was $88/MWh. Project operating expenses were approximately $9.1 million or $99/kW.

        Partial year projects.    During their first year of operation, our projects are more affected by factors like ramp-up in availability and seasonality than is typical after the project has been operating for a longer duration. This affects the comparability of a project's performance between periods that include the first year of operation. Our 2009 performance for projects that commenced operations after January 1, 2009 was as follows:

•

Cohocton.  Cohocton began commercial operations in late January 2009. For 2009, energy production at Cohocton was approximately 204,000 MWh, resulting in an NCF of 20%. Adjusting for the factors described above for partial year projects and for warranty claims described below, the NCF would have been 23%. This NCF tracks below our long-term expectation of 25% to 27% due primarily to below-average wind speeds in the region and the planned ramp-up in turbine availability that is typical in newly commissioned projects.

Similar to Steel Winds I, the lower than expected turbine availability in 2009 was due primarily to the Clipper blade wrinkle defect, which resulted in approximately 32,000 MWh of lost production in 2009. Unlike Steel Winds I, we did not experience any other blade or gearbox problems at Cohocton because Clipper had remediated those problems in the Cohocton turbines before Cohocton was placed in service. All of our Clipper turbines have a five-year availability warranty, which protects us from lost revenue resulting from technical start-up problems such as those described above. Accordingly, we recovered the revenue from the associated lost energy production through a Clipper warranty claim. We believe that Clipper has remediated the technical problems described above. Average realized energy price for 2009 was $100/MWh. Included in this number is a non-recurring financial hedge settlement of approximately $4.1 million. If this settlement were excluded from revenues, the average realized energy price would have been $79/MWh including warranty claims. Project operating expenses were approximately $6.5 million or $52/kW.

•

Stetson I.  Stetson I began commercial operations in late January 2009. For 2009, energy production at Stetson I was approximately 139,000 MWh, resulting in an NCF of 30%. This tracks to the low end of our long-term NCF expectation range of 30% to 32% due primarily to below-average wind speeds in the region. Average realized energy price was approximately $97/MWh. We have a 10-year financial swap for Stetson I, which did not commence until July 2009; therefore, Stetson I's results were exposed to variability of merchant power prices before then. The majority of the future annual output at Stetson I is hedged under the financial swap, which expires in 2019. Project operating expenses for 2009 were $4.7 million or $82/kW.

•

Milford I.  Milford I began commercial operations on November 16, 2009. Under the terms of the Milford I PPA, in February 2010 SCPPA provided an approximately $232 million prepayment for approximately 75% of the estimated annual generation delivered over 20 years. SCPPA also makes payments for the as-generated electricity for the remaining approximately 25% of our annual production at a fixed rate of approximately $59/MWh, escalating at 1.75% annually.

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Finally, SCPPA makes payments of approximately $11/MWh for the as generated RECs, none of which have been prepaid, and reimburses the project for a portion of its operating costs.

For 2009, in which Milford I was operating for 46 days, energy production was approximately 40,000 MWh, resulting in an 18% NCF. This tracks below our long-term NCF expectation range of 24% to 26% due to a combination of below-average wind speeds in the region and the planned ramp-up in turbine availability that is typical in newly-commissioned projects. Average realized energy price was approximately $52/MWh, and project operating expenses were $0.9 million or $37/kW.

        Depreciation and amortization of operating assets.    During 2009, we recorded expenses for depreciation and amortization of operating assets of $34.2 million, a 222.2% increase over the $10.6 million recorded for 2008, due largely to the substantial increase in the capacity of our projects in 2009 compared with 2008.

Other Operating Expenses

        Project development.    During 2009, we recorded project development expenses of $35.9 million, which is approximately the same as the amount recorded for 2008. Project development expenses in 2009 also include a charge of $3.1 million for formerly-capitalized costs of a project that was changed from Tier 1 to Tier 2 status, and project development expenses for 2008 include a charge of approximately $3.5 million for formerly-capitalized costs of a Tier 1 project that was discontinued.

        General and administrative.    During 2009, we recorded general and administrative expenses of $39.2 million, an 11.6% decrease from the $44.4 million recorded for 2008, due largely to reductions in non-recurring third party legal and accounting expenses incurred during 2008 offset by an overall increase in general and administrative expenses associated with the expansion of our business. Additionally, general and administrative expense included $5.9 million of stock-based compensation expense in 2009 compared with $8.6 million in 2008. We believe that, apart from additional costs we expect to incur as a public company, we have achieved sufficient general and administrative capabilities to support our future growth without requiring significant increases in these expenses. For non-operating activities in 2010, we expect to reflect certain types of costs that were included in general and administrative expenses in 2009 and 2008 as project development expenses due to changes in our accounting systems that allow us to identify these costs.

        Depreciation and amortization.    During 2009, we recorded depreciation and amortization expenses of $3.4 million, a 45.4% increase over the $2.3 million recorded for 2008, due largely to an increase in capital expenditures related to anemometers used to perform wind resource analysis at our development projects; an increase in corporate assets such as vehicles, office equipment and furniture; and an increase in depreciation of construction equipment.

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Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

        The following table sets forth selected information about our results of operations for the years ended December 31, 2007 and 2008 (dollars in thousands):

			Year Ended December 31,						2008 Compared to 2007
			2007			2008			$			%
Revenues:
	Revenues		$	23,817		$	28,790		$	4,973			21	%
	Cash settlements of derivatives			(1,670	)		(4,072	)		(2,402	)		144	%
	Fair value changes in derivatives			(9,801	)		14,760			24,561			N/M
		Total revenues		12,346			39,478			27,132			220	%
Cost of revenues:
	Project operating expenses			9,175			10,613			1,438			16	%
	Depreciation and amortization of operating assets			8,800			10,611			1,811			21	%
		Total cost of revenues		17,975			21,224			3,249			18	%
		Gross income (loss)		(5,629	)		18,254			23,883			N/M
Other operating expenses:
	Project development			25,861			35,855			9,994			39	%
	General and administrative			13,308			44,358			31,050			233	%
	Depreciation and amortization			1,215			2,325			1,110			91	%
		Total other operating expenses		40,384			82,538			42,154			104	%
		Loss from operations		(46,013	)		(64,284	)		(18,271	)		40	%
Risk management activities related to non-operating projects				(21,141	)		42,138			63,279			N/M
Other income (expense)				1,078			827			(251	)		23	%
Interest expense, net of capitalized interest				(9,820	)		(4,846	)		4,974			-51	%
	Net loss			(75,896	)		(26,165	)		49,731			-66	%
		Less: net loss attributable to noncontrolling interests		7,825			11,107			3,282			42	%
	Net loss attributable to members of First Wind Holdings, LLC		$	(68,071	)	$	(15,058	)	$	53,013			-78	%
Key Metrics:
	Rated capacity (end of period)			92 MW			92 MW			—			0	%
	Electricity generated			239,940 MWh			275,024 MWh			35,084 MWh			15	%
	Average realized energy price		$	103/MWh		$	97/MWh		$	(6)/MWh			-6	%
	Project EBITDA		$	14,945		$	15,589		$	644			4	%

N/M = not measurable/meaningful

Revenues and project operating expenses

        During 2008 we recorded revenues from energy sales, sales of RECs and capacity sales, along with cash settlements of derivatives, of $24.7 million, a 11.6% increase over the $22.1 million recorded for 2007. This increase was due to the increase in electricity generation in 2008 compared with 2007, which in turn was due to the increase in the capacity of our projects in 2008 compared with 2007. During 2008, we generated 275,024 MWh of electricity, a 14.6% increase over the 239,940 MWh generated in 2007, due largely to our Steel Winds I project operating for only a partial year in 2007. Average realized energy price for 2008, was $97/MWh compared with $103/MWh in 2007.

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        Including revenues from risk management activities related to operating projects, during 2008 we recorded revenues of $39.5 million, a 219.8% increase over the $12.3 million recorded for 2007.

        Operating base.    Our performance for 2008 and 2007 for projects that were operating or under construction prior to January 1, 2008, excluding Steel Winds I, was as follows:

•

Kaheawa Wind Power I (KWP I).  For 2008, energy production at KWP I was approximately 109,000 MWh, resulting in an NCF of 41% compared with energy production of approximately 126,000 MWh, resulting in an NCF of 48% in 2007. Average realized energy price for 2008 was approximately $93/MWh compared with approximately $99/MWh for 2007. Project operating expenses for 2008 were approximately $2.7 million or $91/kW compared with approximately $3.2 million in costs or $106/kW in 2007.

•

Mars Hill.  For 2008, energy production at Mars Hill was approximately 129,000 MWh, resulting in an NCF of 35% compared with energy production of approximately 102,000 MWh, resulting in an NCF of 36% in 2007, which was a partial year with a March 27, 2007 commercial operations date. Average realized energy price for 2008 was approximately $106/MWh compared with approximately $109/MWh for 2007. Project operating expenses for 2008 were approximately $6.9 million, or $163/kW compared with approximately $5.7 million in costs or $135/kW in 2007.

        The performance of our Steel Winds I project during 2008 and 2007 was not material to our consolidated results of operations.

        Depreciation and amortization of operating assets.    During 2008, we recorded expenses for depreciation and amortization of operating assets of $10.6 million, a 20.6% increase over the $8.8 million recorded for 2007, due largely to the increase in the capacity of our projects in 2008 compared with 2007.

Other Operating Expenses

        Project development expenses.    During 2008, we recorded project development expenses of $35.9 million, a 38.6% increase over the $25.9 million recorded for 2007, due largely to an increase in development expenses from expansion of our project pipeline. Project development expenses in 2008 also include a charge of $3.5 million for formerly-capitalized costs of a Tier 1 project that was discontinued.

        General and administrative expenses.    During 2008, we recorded general and administrative expenses of $44.4 million, a 233.3% increase over the $13.3 million recorded for 2007, due largely to an overall increase in general and administrative expenses associated with expansion of our business and preparation for becoming a public company along with (i) expenses of approximately $4.0 million incurred for costs associated with securities registration that would have otherwise been capitalized had our initial public offering been completed; and (ii) approximately $11.5 million of non-recurring legal and administrative expenses.

        Depreciation and amortization expenses.    During 2008, we recorded depreciation and amortization expenses of $2.3 million, a 91.4% increase over the $1.2 million recorded for 2007, due largely to an increase in capital expenditures related to anemometers to perform wind resource analysis at our development projects; and corporate assets such as vehicles, office equipment and furniture; and depreciation of construction equipment.

Risk Management Activities Related to Non-Operating Projects

        During 2008, we recorded a gain related to risk management activities related to non-operating projects of $42.1 million, compared with an expense of $21.1 million recorded for 2007, due largely to the effect of decreasing electricity prices.

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Liquidity and Capital Resources

        As of December 31, 2009, we had accumulated losses since inception of $191.2 million and $752 million of long-term indebtedness (including current maturities and an advance of $120 million accounted for as a redeemable interest in our Milford I project that was repaid with ARRA grant proceeds in March 2010). These losses were largely attributable to our development and overhead activities as we grew our company to commercial scale. We expect to continue to incur significant capital expenditures and significant losses for next several years as we develop and construct new projects, purchase additional turbines, hire additional employees, expand our operations and incur additional costs of operating as a public company. As we grow, we expect to require significant additional amounts of debt, tax equity financing and equity capital.

        Our requirements for liquidity and capital resources, other than for general corporate and administrative expenses and working capital needs, consist primarily of debt service requirements and capital expenditures for wind turbine purchases. Our business plan depends on our ability to repay or refinance our short-term debt. If we are successful in repaying or refinancing our short-term debt and obtaining the government grants that we intend to apply for in 2010, we believe that cash on hand, the proceeds from our financing activities and cash generated through operations, together with the net proceeds of this offering, should provide sufficient capital to support our debt service obligations, including early repayment of certain debt instruments such as the First Wind Term Loan, and a portion of our current development plan through mid-2013.

Debt Maturities

        As of September 30, 2010, we had approximately $179.2 million of current debt maturities, of which $71.9 million relates to a non-recourse turbine supply loan due on January 15, 2011. We also had $89.5 million of debt relating to acquisition of wind turbines due in June 2011 and $17.8 million of other current debt that will be paid with existing cash balances or cash flows from operating projects.

        We have a signed commitment letter with a consortium of banks to provide $250 million of construction financing on our Milford II project. This financing commitment is subject to final approval, delivery of an executed PPA, certain permitting activities and certain other closing conditions, all of which we expect to satisfy before the commitment expires. We expect to use proceeds from the Milford II construction financing, which will mature in 2011, to repay the $67.3 million non-recourse turbine supply loan maturing on January 15, 2011. However, there can be no assurance that this financing will close and, if such financing does not close, that any other financing will be available. If we are unable to repay or further extend the maturity on the $67.3 million non-recourse turbine supply loan, we would be in default of this loan, and the lender could accelerate the remaining balance of $51.1 million due in 2011. This loan is recourse solely to specified collateral, including turbines allocated to our Milford II, Kaheawa Wind Power II (KWP II) and Rollins projects along with the development assets of the KWP II, Rollins and Oakfield projects. To remedy such a default, the collateral could be sold, or we could surrender the collateral to the lender. The carrying value of the specified collateral was approximately $330.0 million at September 30, 2010, of which approximately $320.5 million relates to turbines. We believe the fair value of the collateral substantially exceeds the principal amount of corresponding non-recourse debt that it secures. While surrender of the collateral would not prevent our ability to continue 2010 operations, it would result in a loss for financial reporting purposes and could have an adverse effect on our longer term operations, including a potential delay in completion of one or more of the projects noted above.

Capital Expenditures

        In general, our capital expenditures primarily relate to the acquisition of turbines to construct new projects and to expand existing projects. We have budgeted approximately $435 million for additional

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capital expenditures relating to the construction of our KWP II, Kahuku, Milford II, Rollins, Sheffield and Steel Winds II projects. See "Business—Our Portfolio of Wind Energy Projects—2010 Projects." Approximately $50 million of this amount is budgeted for turbine purchases, as we have already paid for approximately 90% of the turbines required for our 2010 construction plan. We intend to finance our 2010 capital expenditures primarily through a combination of construction loans, ARRA grants and long-term project financing. We intend to use a portion of the net proceeds from this offering to fund a portion of our project development and construction costs for 2010-2013. See "Use of Proceeds."

Sources of Liquidity

        We expect the principal sources of liquidity for our future operating and capital expenditures to be derived from:

•

existing and new debt financings;

•

existing and new tax equity financings;

•

existing and new equity capital, including the proceeds from this offering;

•

U.S. Treasury grants for projects placed in construction before 2010 and in service before 2013; and

•

cash flow from operations, including customer prepayments.

        However, there can be no assurance that any additional financing will be available or, if such financing is available, that it will be available on terms acceptable to us. Moreover, additional funds may be necessary sooner than we currently anticipate in the event of changes to development schedules, increases in development costs, unanticipated prepayments to vendors or other unanticipated expenses. If we are unable to complete the types of transactions described above, raise additional capital or generate sufficient operating cash flow, we could default under our lending agreements or be required to delay development and construction of our wind energy projects, reduce overhead costs, reduce the scope of our projects or abandon or sell some or all of our development projects, all of which could adversely affect our business, financial position and results of operations.

Debt

        Borrowings under each of our turbine supply and construction loans are typically secured by a lien on the assets of the wind energy project to which they relate. Borrowings under our term loans are typically secured by a lien on the assets of the wind energy project to which they relate and a pledge of membership interests of our related project subsidiary. Our loan agreements generally contain covenants, including, among others, limitations on the use of proceeds and restrictions on indebtedness, liens, asset sales, dividends and distributions, investments, transactions with affiliates, transfers of ownership interests and certain changes in business. These covenants limit our subsidiaries' ability to pay us dividends or make loans or advances to us. We were in compliance with the covenants in each of our loan agreements as of June 30, 2010.

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        Our outstanding debt as of December 31, 2009 and September 30, 2010 was as follows (dollars in thousands):

		Interest rate at September 30, 2010		Final Maturity			Balance at December 31, 2009			Balance at September 30, 2010
Turbine Supply Loan
	Wind Acquisition Loan		5.02%		2011	(1)	$	197,868		$	118,350
	Wind Acquisition IV Loan		5.02%		2011			43,064			43,064
Construction Loans
	Milford I		N/A		2010			146,002			—
	Stetson II		N/A		2010			2,197			—
	Kahuku		3.51%		2028			—			53,582
Term Loans
	North Shore Note		N/A		2010			7,200			—
	Maine Wind Loan		3.33%		2022			14,197			12,188
	New York Wind Loan		3.54%		2018			50,000			65,000
	CSSW Loan		14.00%		2018			122,021			144,609
	Stetson Holdings Loan		4.00%		2016			68,000			62,854
	First Wind Term Loan		17.00%		2013			—			77,320
Other
	Construction equipment loan		7.65%		2013			4,944			4,307
	Vehicle loans		0.00%-11.28%		2010-2014			840			943
Gross Indebtedness								656,333			582,217
Unamortized Discount								(24,287	)		(20,836	)
Carrying Value								632,046			561,381
Debt with maturities less than one year								109,238			179,235
Total long-term debt							$	522,808		$	382,146

(1)

The September 30, 2010 balance of $118.4 million is payable as follows: January 2011—$71.9 million, April 2011—$16.2 million, May 2011—$12.8 million and June 2011—$17.5 million.

        From January 1, 2010 through September 30, 2010, we completed the following debt transactions:

•

New York Wind Loan.  On September 1, 2010, we refinanced the New York Wind Loan. This refinancing increased the loan size to $79.0 million (including a $14.0 million letter of credit facility), extended the maturity date to March 1, 2018, and replaced HSH with Union Bank, N.A., Deutsche Bank Trust Company Americas and Commerzbank AG, New York Branch as lenders.

•

Kahuku.  In July 2010, our Kahuku Wind Power, LLC subsidiary entered into a $117.3 million construction and term loan facility (Kahuku Loan) guaranteed by the DOE. The Kahuku Loan is secured by the Kahuku project and all of its assets. The DOE also has a $10 million guarantee from First Wind Holdings, LLC and an $8 million project completion letter of credit. Principal repayment will begin in March 2012 and the Kahuku Loan will mature in June 2028. As of September 30, 2010, total principal outstanding under the Kahuku Loan was approximately $53.6 million, which accrues interest at a rate of 3.51% per annum.

•

Wind Acquisition Loan.  In June 2010, we extended the maturity of approximately $77.6 million due under our Wind Acquisition Loan to January 15, 2011. Additionally, we made a principal payment of approximately $10.4 million in August 2010.

•

First Wind Holdings, LLC.  In March 2010, First Wind Holdings, LLC completed a $77.3 million term loan financing and also entered into a $50.0 million letter of credit facility. We used

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approximately $61.0 million of the proceeds from the First Wind Term Loan to partially repay the Wind Acquisition Loan turbine supply loan maturing on June 30, 2011. This partial repayment resulted in First Wind Holdings, LLC's being released from its guarantee of this indebtedness.

•

Wind Acquisition and Wind Acquisition IV Loans.  In March 2010, we amended our $128.4 million Wind Acquisition Loan and $43.1 miilion Wind Acquisition IV Loan turbine supply loans. This amendment extended the maturities of approximately $96.2 million outstanding under these loans (Wind Acquisition Loan—$53.1 million, Wind Acquisition IV Loan—$43.1 million) from June 2010 to June 2011.

•

Milford Construction Loan.  In February 2010, we repaid the Milford I Construction Loan as further described below.

•

North Shore Note.  In March 2010, we repaid the North Shore Note.

        During the year ended December 31, 2009, we completed the following debt financing transactions, which, along with others, are more fully described in Note 6 to our consolidated financial statements appearing elsewhere herein:

•

Stetson Holdings, LLC.  In December 2009, Stetson Holdings, LLC entered into a $116.3 million loan facility for our Stetson I and Stetson II projects with BNP Paribas and HSH. This facility, which matures in 2016, provides a $71.0 million term loan for both the Stetson I and Stetson II projects as well as an additional $18.6 million grant bridge loan for the Stetson II project that was repaid from grant proceeds in June 2010. The facility also includes a letter of credit facility of $26.7 million. Interest is payable semi-annually at LIBOR plus 3.25% for the first three years and then increases to LIBOR plus 3.50%. We used substantially all of the proceeds of this loan to repay $59.0 million of indebtedness that was incurred in October 2009 that was secured by our Stetson I project and replaced by a $76.5 million one-year term loan that was incurred in July 2009.

•

CSSW Loan.  During July and September 2009, we raised $115.0 million in loans from affiliates of Alberta Investment Management Corporation (AIMCO) to CSSW, LLC, a newly-formed subsidiary that owns our Cohocton I, Stetson I and Steel Winds I operating projects, and through the issuance of Series A-2 units in First Wind Holdings, LLC to AIMCO. The CSSW indebtedness matures in January 2018, and bears interest annually at a rate of 12% if we elect to pay cash interest or 14% if we elect to pay interest in kind. The CSSW loan was amended and restated on December 22, 2009 to add Stetson II to the collateral for that loan.

•

Milford I Construction Loan.  In April 2009, our Milford Wind Corridor Phase I, LLC subsidiary entered into a $376.4 million, non-recourse secured credit agreement with a syndicate of 11 banks led by Royal Bank of Scotland Plc. We used the proceeds of this loan to repay approximately $65.2 million then outstanding under our Wind Acquisition Loan, approximately $95.2 million then outstanding under our Wind Acquisition IV Loan and approximately $10.7 million to repay deferred amounts due to the design-builder under the balance of plant construction contract for our Milford I project. As of December 31, 2009, approximately $146.0 million was outstanding under the Milford I construction loan. This construction loan was fully repaid in the first quarter of 2010 with a combination of proceeds of our Milford I tax equity financing (as described below), SCPPA's prepayment for energy and an ARRA grant.

•

New York Wind Loan.  In March 2009, our New York Wind subsidiary borrowed $95.5 million under a 364-day, non-recourse term loan facility with Norddeutsche Landesbank Girozentrale, New York Branch, and HSH, and obtained a letter-of-credit facility of up to $10 million. Proceeds of the loan facility were used to repay $95.5 million of turbine supply loans then outstanding. We repaid approximately $22.3 million of this loan in November 2009 and approximately $20.6 million in December 2009 with a portion of proceeds from an ARRA grant.

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Additionally, we repaid approximately $1.7 million in December 2009 as part of our scheduled principal payments. On December 28, 2009, we amended the New York Wind Loan to extend its maturity to June 30, 2012.

•

Wind Acquisition Loan.  On December 12, 2008, we entered into a refinancing arrangement with HSH with respect to the Wind Acquisition Loan. In February 2009, after $108.0 million of equity capital contributions by our sponsors, an additional $45.0 million was made available under the Wind Acquisition Loan pursuant to the December 2008 agreement.

Letters of Credit

        After we enter into a contract, including financial swaps, PPAs and/or REC sales contracts (collectively, revenue contracts) to hedge the cash flows we expect to receive from a project, to the extent market prices fluctuate above the contract price, we may be required to post collateral in favor of our counterparty. We typically provide letters of credit for this purpose, but if we do not have available capacity under our letter of credit facilities, we post cash (from cash on hand, subject to availability at First Wind Holdings, LLC or the applicable project). The table below summarizes letter-of-credit availability at the project level relating to the revenue contracts under which we may be required to post collateral, and letter-of-credit availability at the holding company level as of December 31, 2009:

		Availability at December 31, 2009
		(in thousands)
Letter of Credit Facility
	Mars Hill	$	6,448
	KWP I	$	586
	Steel Winds I	$	200
	Stetson I	$	11,900
	Cohocton	$	1,658
	First Wind Holdings, LLC	$	8,242

        As of December 31, 2009, a one standard deviation increase in market prices would not have required us to post collateral under our financial swaps. However, if market electricity prices rise substantially above the levels we anticipate when we enter into revenue contracts, we cannot be sure that we would have sufficient letter-of-credit availability or cash to satisfy the collateral requirements under our outstanding revenue contracts. This could lead to the unwinding of one or more revenue contracts, with the result that the corresponding cash flows would be unhedged and exposed to market fluctuations and we would owe liabilities to our counterparties. On March 23, 2010, we entered into a $50 million, two-year letter of credit facility, which provides $35.0 million of incremental letter of credit capacity to use as collateral and for other uses.

Tax Equity Financing

        We have sold equity interests in certain of our operating projects under tax equity financing arrangements. These financing arrangements entitle the tax equity investors to most of the operating cash flows and substantially all of the PTCs and taxable income or loss generated by the project, including the tax benefits of accelerated five-year depreciation available under the Modified Accelerated Cost Recovery System (MACRS), until the tax equity investors achieve their targeted investment returns and return of capital, which we typically expect to occur in 10 years. As illustrated in the table below, following achievement of the targeted investment return (typically 8%–9%), the allocation of the project's operating cash flows, PTCs and taxable income or loss "flips" or reverses from our tax equity investors to us so that we receive substantially all of the project's operating cash flows, PTCs and taxable income or loss from that point forward. If the project outperforms expectations, the flip will occur sooner and if a project underperforms, it will take longer for the flip to

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occur. Upon the tax equity investors' achieving their targeted investment returns, we have the option to acquire their equity interests, typically representing 5% to 10% of the project's allocations of profits and losses and distributable cash, at the higher of their capital account balance and the then-current fair market value of their interest. We retain controlling interests in the subsidiaries that own the projects and, therefore, will continue to consolidate these subsidiaries. The terms of our tax equity financing arrangements also include restrictions on the transfer of assets from the relevant subsidiary without the consent of the tax equity investors.

        Although the economic terms of each tax equity financing vary substantially, the following table provides an illustration of an allocation to tax equity investors of cash distributions, PTCs and taxable income or loss that may characterize a tax equity financing. The column titled "Cash Distributions" reflects the apportionment of operating cash flows; the column titled "PTCs" reflects the allocation of PTCs for U.S. federal income tax purposes; and the column titled "Taxable Income or Loss" reflects the allocation of taxable income or loss for U.S. federal income tax purposes. So long as ARRA grants are available, we would not expect to realize PTC benefits through tax equity transactions.

	Cash Distributions						PTCs(1)						Taxable Income or Loss
	Project Owner			Tax Equity Investors			Project Owner			Tax Equity Investors			Project Owner			Tax Equity Investors
Year 1 to flip date(2)		30	%		70	%		1	%		99	%		1	%		99	%
Thereafter		95	%		5	%		95	%		5	%		95	%		5	%

(1)

PTCs lapse after ten years of commercial operations and the assets are generally fully depreciated five years after commercial operations commence.

(2)

Actual flip dates, as discussed above, vary and depend on the date the tax equity investors earn the agreed upon targeted investment return.

        During 2007, we completed two tax equity financings and received approximately $146.3 million in aggregate up-front payments in exchange for equity interests in our subsidiaries that own our KWP I and Mars Hill projects.

        On January 31, 2008, we executed an agreement for $208 million of tax equity financing related to a portfolio of our New York projects (Steel Winds I, Cohocton I and Prattsburgh I). In August 2008, $19.7 million was funded under this agreement with respect to our Steel Winds I project. Funding under the agreement was scheduled to occur in tranches upon commencement of commercial operations of each applicable project and the satisfaction of certain other conditions precedent. Our counterparty in this tax equity financing was an indirect subsidiary of Lehman Brothers Holdings, Inc., which filed for bankruptcy on September 15, 2008. On September 16, 2009, we repurchased the tax equity investor's interest in Steel Winds I for $4.5 million and terminated the agreement and such tax equity investor's remaining funding obligations.

        On September 28, 2009, we entered into an agreement with Stanton Equity Trading Delaware LLC, an affiliate of Credit Suisse, for the sale of certain equity interests with respect to our Milford I project, a 204 MW wind energy project in Utah. We used proceeds from this tax equity financing, along with SCPPA's prepayment for energy, to repay our Milford I construction loan in the fourth quarter of 2009 and the first quarter of 2010.

U.S. Treasury Grants

        On September 4, 2009, we received a cash grant for our Stetson I project of approximately $40.4 million under the ARRA. We used approximately $17.5 million of the proceeds of the ARRA grant to partially repay the Evergreen Wind Power V Loan, and the remaining proceeds for general corporate purposes. On September 4, 2009, we also received cash grants of approximately $74.5 million for our Cohocton project under the ARRA. We used approximately $44.6 million of the proceeds of

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the ARRA grant to partially repay the New York Wind Loan. On March 23, 2010, we received an ARRA grant of approximately $120 million for our Milford I project and used the proceeds to repay a portion of our tax equity financing related to our Milford I project of approximately the same amount. On June 2, 2010, we received an ARRA grant of approximately $19.3 million for our Stetson II project and used approximately $14.1 million of these proceeds to repay the then-outstanding grant bridge loan portion of the Stetson construction and term loan facility (Stetson Holdings Loan).

Customer Prepayments

        In February 2010, we received an approximately $232 million prepayment for energy under the PPA for our Milford I project. This prepayment was recorded as deferred revenue and will be recognized as energy is generated based on the price specified in the PPA. We are contractually obligated to deliver a minimum amount of energy for 20 years in connection with this prepayment. In the event that we do not deliver the contractually specified minimum amount of energy, we may be required to purchase and deliver replacement energy. We used approximately $155 million to repay the balance of the Milford I construction loan and the rest of this prepayment was used for general corporate purposes.

Cash Flows

        The following table summarizes our cash flows for the periods indicated (in thousands):

		Year Ended December 31,									Six Months Ended June 30,
		2007			2008			2009			2009			2010
											(unaudited)			(unaudited)
Net cash provided by (used in)
	Operating activities	$	(26,370	)	$	(41,589	)	$	(54,478	)	$	(23,590	)	$	217,032
	Investing activities		(334,007	)		(477,268	)		(253,533	)		(116,745	)		(37,081	)
	Financing activities		358,107			556,059			298,749			113,939			(167,344	)
Net increase (decrease) in cash and cash equivalents		$	(2,270	)	$	37,202		$	(9,262	)	$	(26,396	)	$	12,607

        Operating activities.    Net cash provided by operating activities during the six months ended June 30, 2010, was $217.0 million, compared with a net use of cash of $23.6 million during the same period in 2009. This increase was due primarily to receipt of a prepayment for energy for our Milford I project of $232 million, offset by the factors discussed for the results of operations for the six months ended June 30, 2010.

        Net cash used in operating activities during 2009 was $54.5 million, compared with $41.6 million during 2008. This decrease was due primarily to the factors discussed for the results of operations for 2009, coupled with increases due to timing of payments of invoices.

        Net cash used in operating activities during 2008 was $41.6 million, compared with $26.4 million during 2007. This increase was due primarily to the increases in development and general and administrative expenses previously discussed offset by timing of payments of invoices.

        Investing activities.    Net cash used in investing activities during the six months ended June 30, 2010, was $37.1 million, compared with $116.7 million during the same period in 2009. This decrease was primarily the result of timing of construction and turbine procurement activities, with Stetson II under construction in 2010 and Cohocton I and Stetson I under construction in 2009. In 2010, approximately $17.6 million of capital expenditures were paid from directly-related debt facilities, compared with $177.2 million of payments for capital expenditures from construction loans and

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turbines from turbine supply loans in 2009. These payments are excluded from investing cash flow amounts.

        Net cash used in investing activities during 2009 was $253.5 million, compared with $477.3 million during 2008. This decrease was primarily the result of increases in turbine deposits along with construction expenditures related to Cohocton I, Stetson I and Milford I in 2008 that were financed with equity capital. In 2009, approximately $259.3 million of turbine costs for various projects and construction-related costs for Milford I were paid from directly-related debt facilities and are excluded from the 2009 investing cash flow amount. Net cash used in investing activities in 2009 also includes a $44.5 million increase in restricted cash for various operating and contingency reserves required to be held at our projects under debt agreements or other contracts.

        Net cash used in investing activities during 2008 was $477.3 million, compared with $334.0 million during 2007. This increase was primarily the result of increases in turbine deposits along with construction expenditures related to Cohocton I, Stetson I and Milford I.

        Financing activities.    Net cash used in financing activities during the six months ended June 30, 2010, was $167.3 million, compared with $113.9 million of net cash provided during same period in 2009. Financing activities during the six months ended June 30, 2010, consisted primarily of: (i) $85.9 million of net proceeds from borrowings and (ii) $139.2 million of U.S. Treasury grant proceeds, offset by repayments of borrowings of approximately $381.1 million, including a $120.0 million payment for a portion of our tax equity financing related to our Milford I project with the U.S. Treasury grant proceeds. Cash used in financing activities in 2010 also includes a $4.0 million payment made to repurchase a portion of an investor's interest in our Milford I project, along with a $4.5 million payment made to a member of First Wind Holdings, LLC under a unit redemption agreement.

        Net cash provided by financing activities during 2009 was $298.7 million, compared with $556.1 million during 2008. 2009 financing activities consisted primarily of net proceeds of: (i) $140 million received from our Sponsors in connection with refinancing certain of our indebtedness, (ii) $115 million of U.S. Treasury grant proceeds, and (iii) net proceeds of approximately $96.8 million from tax equity financings offset by net repayments of indebtedness of approximately $66.0 million ($607.4 million of proceeds net of $673.4 million of repayments) and the repurchase of a tax equity investor's interest in our Steel Winds I project for $4.5 million.

        Net cash provided by financing activities during 2008 was $556.1 million, compared with $358.1 million during 2007. 2008 financing activities consisted primarily of net proceeds of $496.7 million received from our sponsors in connection with refinancing certain of our indebtedness along with net proceeds of approximately $56.9 million from borrowings ($371.8 million of proceeds net of $314.9 million of repayments) and $17.9 million from tax equity financings, offset by approximately $15.4 million of distributions in respect of equity interests.

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Contractual Obligations

        As of December 31, 2009, we had the following contractual obligations (in thousands):

		Payments Due by Period
		Remaining Total		2010		2011-2012		2013-2014		Thereafter
Purchase obligations(1)		$	40,214	$	40,214	$	—	$	—	$	—
Debt(2)			656,333		255,240		162,677		76,196		162,220
Estimated interest payments on long-term debt(3)			124,368		30,089		36,865		23,983		33,431
Operating leases			68,964		5,189		12,674		7,434		43,667
	Total(4)	$	889,879	$	330,732	$	212,216	$	107,613	$	239,318

(1)

In November 2009, we renegotiated our turbine supply agreements with Clipper in order to convert our firm purchase commitments into rights to purchase turbines, and we extended the delivery schedule for our existing orders. These agreements provide us with the right, but not the obligation, to acquire Clipper Liberty turbines representing 633 MW of capacity for installation over the period from 2011 to 2015. We have already paid approximately $60 million in deposits and progress payments for these turbines and intend to pay approximately $30 million more in deposits and progress payments by January 15, 2011. If we decide not to purchase any additional turbines from Clipper, we will forfeit the pro rata portion of these deposits and progress payments corresponding to the schedule of future turbine purchases: $38.6 million for turbines scheduled to be purchased in 2011, $17.9 million in 2012, $10.7 million in 2013, $13.4 million in 2014 and $8.9 million in 2015. Through June 2010, we paid Clipper $11.0 million with respect to these obligations.

(2)

Reflects the effects of amendments and other debt-related transactions through June 30, 2010.

(3)

Estimated interest payments are based on the assumption that we will pay accrued interest on the CSSW loan compared with electing to pay interest in kind. Interest rates relating to the individual debt facilities are based on the one-month LIBOR as of December 31, 2009. Interest rate on the interest swaps are based on the three-month LIBOR as of December 31, 2009 and assume a forward rate curve.

(4)

Distributions to our tax equity investors under our tax equity financing arrangements and to holders of Series B Membership Interests pursuant to our tax receivable agreement are unquantifiable future commitments and are, therefore, excluded from our contractual obligations. For additional information, see "The Reorganization and Our Holding Company Structure—Tax Receivable Agreement."

Critical Accounting Policies and Estimates

        Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are based on management's experience, the terms of existing contracts, management's observance of trends in the wind energy industry, information provided by our customers and information available to management from other outside sources, as appropriate. These estimates are subject to an inherent degree of uncertainty.

        We use estimates, assumptions and judgments for such items as the depreciable lives of property, plant and equipment, amortization periods for identifiable intangible assets, valuation of long term swap contracts, asset retirement obligations and assumptions for share-based payments, testing long-lived intangible assets for impairment and to determine their fair value if impaired. These estimates, assumptions and judgments are derived and continually evaluated based on available information, experience and various assumptions we believe to be reasonable under the circumstances. To the extent these estimates are materially incorrect and need to be revised, our operating results may be materially adversely affected.

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        Our critical accounting policies include:

Revenue Recognition

        We currently earn revenue from two primary sources: (1) the sale of electricity and (2) the sale of RECs. We recognize revenues from the sale of electricity under long-term PPAs based upon the output delivered at rates specified under the contracts. We recognize revenues from the sale of RECs based upon the rates specified under the contracts. We defer recognition of revenue in instances when not all criteria to recognize revenue have been met.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost (net of any U.S. Treasury grant amount received), less accumulated depreciation. Renewals and betterments that increase the useful lives of the assets are capitalized. Repairs and maintenance expenditures that increase the efficiency of the assets are expensed as incurred. Wind energy project equipment and related assets are depreciated over their estimated useful life on a straight-line basis over 20 years. Other non-wind-energy-project-related property, plant and equipment are depreciated over their estimated useful lives on a straight-line basis ranging from three to seven years.

        Construction-in-progress payments, turbine deposits and turbines, insurance, interest and other costs related to construction activities are capitalized. Construction in progress is reclassified to other balances within property, plant and equipment and depreciation is begun as each project commences commercial operations.

        Many of our construction and equipment procurement agreements contain damage clauses relating to construction delays and contractually specified performance targets. These clauses cover a portion of the lost margin or revenues from the wind energy project's failure to operate when targeted or to perform as guaranteed. Payments received pursuant to these clauses are recorded as a reduction of construction-in-progress.

Project Development Costs

        We capitalize project development costs as construction in progress once management deems a project probable of being technically, commercially and financially viable. This determination generally occurs in tandem with management's determination that a project should be classified as a Tier 1 development project. See "Business—How We Classify Our Projects."

Impairment of Long-lived Assets

        Long-lived assets primarily include property, plant and equipment. We review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flows to the recorded value of the asset. If there is indication of impairment, the asset is written down to its estimated fair value based on a discounted cash flow analysis. Determining the fair value of long-lived assets entails management's exercise of judgment, and different judgments could yield different results.

Derivative Financial Instruments, Risk Management Activities and Fair Value Measurements

        We employ derivative financial instruments to manage our exposure to fluctuations in commodity prices and interest rates. These derivative financial instruments are recorded in the consolidated balance sheets at their respective fair values.

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        Accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. We have not formally documented or designated our derivative financial instruments as hedges; therefore, we do not apply hedge accounting to these instruments. Accordingly, these instruments have been marked to market through earnings.

        We determine fair value of commodity price and interest rate swap agreements based on quoted prices when available or through the use of alternative approaches when market quotes are not readily accessible or available. Valuation techniques for fair value are based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our best estimate, considering all relevant information. These valuation techniques involve management estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors. The fair value hierarchy of our inputs used to measure the fair value of our assets and liabilities consists of three levels:

•

Level 1—Quoted prices for identical instruments in active markets.

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the asset or liability. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Tax Equity Transactions

        We account for noncontrolling interests in projects where we have entered into our tax equity financings using a balance sheet methodology. Under this methodology, the amount reported as a noncontrolling interest in our consolidated balance sheet represents the amount the tax equity investors would receive, at each balance sheet date, if the net assets of the projects subject to the financing were liquidated at the values reflected on our balance sheet. We recognize periodic changes in the noncontrolling interest balance as an allocation of the periodic operating results to the noncontrolling interest in the statement of operations. We evaluate each transaction that gives rise to a noncontrolling interest to determine whether this balance sheet methodology is appropriate for the facts and circumstances of the transaction. It is possible that future transactions could be accounted for differently.

Quantitative and Qualitative Disclosure about Market Risk

        We have significant exposure to market interest rates and commodity prices, as described below. To mitigate these market risks, we have entered into multiple financial interest rate and commodity hedges. We have not applied hedge accounting treatment to our financial hedging activities, therefore we are required to mark our financial hedges to market through earnings on a periodic basis, which may result in non-cash adjustments to and volatility in our earnings, in addition to potential cash settlements for any losses.

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Interest Rate Risk

        We are exposed to fluctuations in interest rates, as substantially all of our outstanding debt obligations carry variable interest rates, principally indexed to LIBOR. In order to mitigate this risk, we employ financial instruments to manage our exposure to fluctuations in interest rates, including using interest rate swap agreements to effectively convert our anticipated cash payments under our variable-rate financings to a fixed-rate basis. These agreements involve the receipt of variable payments in exchange for fixed payments over the term of the agreements without the exchange of the underlying principal amounts.

        As of June 30, 2010, we had total debt of approximately $516.9 million, of which approximately $227.3 million represents fixed-rate debt and is, therefore, not subject to interest rate fluctuation risk. However, the balance of approximately $289.6 million is currently at floating rates, which exposes us to changes in interest rates. We have entered into several interest rate swap and cap agreements to mitigate such risk. The detrimental effect on cash interest payments through June 30, 2011 of a hypothetical 100 basis point increase in interest rates, net of the offsetting effect on the cash settlements for the interest rate hedges, would be approximately $2.1 million. In addition, a 100 basis point increase in interest rates would produce a mark-to-market gain of approximately $1.9 million for the existing interest rate hedges that we expect to remain outstanding as of June 30, 2011.

Commodity Price Risk

        Our ownership and operation of projects exposes us to volatility in market prices of electricity and RECs.

        In an effort to stabilize our revenue from electricity sales, we evaluate the electricity sale options for each of our development projects, including the appropriateness of entering into a PPA or a financial swap, or both. If we sell our electricity into an ISO market and no PPA is available, we may enter into a financial swap to stabilize all or a portion of our estimated revenue stream. Under the terms of our existing financial swaps, we are not obligated to physically deliver or purchase electricity. Instead, we receive payments for specified quantities of electricity based on a fixed price and are obligated to pay our counterparty the market price for the same quantities of electricity. These financial swaps cover quantities of electricity that we estimate we are highly likely to produce. As a result, gains or losses under the financial swaps are designed to be offset by decreases or increases in our revenues from spot sales of electricity in liquid ISO markets. However, the actual amount of electricity we generate from operations may be materially different from our estimates for a variety of reasons, including variable wind conditions and turbine availability. If a project does not generate the volume of electricity covered by the associated swap contract, we could incur significant losses if electricity prices in the market rise substantially above the fixed price provided for in the swap. If a project generates more electricity than is contracted in the swap, the excess production will not be hedged and the revenues we derive will be exposed to market price fluctuations.

        We enter into PPAs when we sell our electricity into non-ISO markets or where we believe it is otherwise advisable. Under a PPA, we contract to sell all or a fixed proportion of the electricity generated by one of our projects, sometimes bundled with RECs and capacity, to a customer, often a utility. We do this to stabilize our revenues from that project. We are exposed to the risk that the customer will fail to perform under a PPA, with the result that we will have to sell our electricity at the market price, which could be disadvantageous. We also in some instances commit to sell minimum levels of generation. If the project generates less than the committed volumes, we may be required to buy the shortfall of electricity production on the open market, which could be costly, or make payments of liquidated damages.

        We often seek to sell forward a portion of our RECs to fix the revenues from those attributes and hedge against future declines in prices of RECs. If our projects do not generate the amount of

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electricity required to earn the RECs sold forward or if for any reason the electricity we generate does not produce RECs for a particular state, we may be required to buy the shortfall of RECs on the open market or pay liquidated damages. Further, current market conditions may limit our ability to hedge sufficient volumes of our anticipated RECs, leaving us exposed to the risk of falling prices for RECs. Future prices for RECs are also subject to the risk that regulatory changes will adversely affect prices.

        We would also incur financial losses as a result of adverse changes in the mark-to-market values of the financial swaps or if the counterparty fails to make payments. We could also experience a reduction in operating cash flow if we are required to post margin in the form of cash collateral. We have been required in the past and may be required in the future to post cash collateral or issue letters of credit, for our obligations under some of our hedging arrangements, if market commodity prices rise above the contract prices. These actions reduce our available borrowing capacity under the credit agreements under which these letters of credit are issued.

        We measure the sensitivity of the fair value of our financial hedges to potential changes in commodity prices using a mark-to-market analysis based on the current forward commodity prices and estimates of the price volatility. We estimate that a one standard deviation move in the aggregate fair value of our commodity swap positions from June 30, 2010 to September 30, 2010 would result in approximately $17 million of gain or loss, depending on the direction of the movement in the underlying commodity prices, for the existing positions that will be outstanding as of September 30, 2010. An increase in energy forward prices will produce a mark-to-market loss, while a decrease in prices will result in a mark-to-market gain.

Counterparty Risk

        Our hedges expose us to counterparty credit risk, which is the risk that our counterparties may fail to fulfill their payment and other obligations under the contractual terms of our hedges. We seek to manage counterparty credit risk by assessing and monitoring the credit standing of the existing and potential counterparties and by either entering into hedges with creditworthy entities or obtaining adequate credit support, but these efforts may not be sufficient to limit our exposure and potential for loss.

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INDUSTRY

Overview

        Wind energy has been one of the most rapidly growing renewable energy sources in the United States since 2000. According to the American Wind Energy Association (AWEA), wind energy capacity in the United States grew at a compound annual growth rate (CAGR) of 34% from 2000 through 2009. The Energy Information Administration (EIA) also indicates that wind energy was the fastest growing source of new electricity supply in the U.S. electrical generation market from 2000 through 2009. This has largely been due to wind energy's increased competitiveness, advances in wind turbine technology, growing support for renewable energy sources and the advantages of wind energy over many other renewable energy sources.

        According to the Global Wind Energy Council, the United States experienced the largest annual increases in cumulative installed wind capacity in the world between 2005 and 2007. There was further growth from 2007 to 2009, with U.S. cumulative installed wind capacity increasing at a CAGR of 45% from 16.8 GW to 35.2 GW, according to AWEA. Furthermore, while in the midst of the recent global economic downturn, the U.S. wind industry succeeded in installing almost 10 GW of new wind energy capacity in 2009 according to AWEA. New installed capacity additions slowed in the first half of 2010. Capacity of 1.2 GW was added, bringing total wind capacity in the United States to over 36.3 GW, according to AWEA.

        As the worldwide demand for wind energy has increased over the past several decades, economies of scale and new technology have caused the installed price of wind energy to fall more than 80% over the past 20 years, according to AWEA. As a result of wind power's increased cost competitiveness compared with other renewable technologies, wind power contributed 39% of all new U.S. electric generating capacity in 2009, according to the DOE, making it five consecutive years that wind power represented the second-largest new resource added to the U.S. electrical grid as measured by nameplate capacity. The growth in U.S. demand for renewable energy has been driven by a number of factors including concerns about energy independence, environmental and climate change concerns, a desire for lower exposure to fuel cost volatility and more recently a desire for economic development.

        Many states have requirements that their energy supply consist of a specified portion of renewable energy. RPS have been enacted in 29 states and the District of Columbia and typically call for an increasing percentage of renewable energy over time. Because the state-level programs vary so much, we focus on those sub-markets within the United States that have the highest renewable energy requirements and the least access to new supply. For example, in the Northeast and California, two of our target markets there are RPS targets of between 15% and 40% by 2013 to 2020 and 33% by 2020, respectively. In June 2009, Hawaii, the third region where we operate and where we have the largest utility-scale wind energy project in the state, increased its RPS target to 40% by 2030, making it one of the highest state renewable mandates, in terms of stated percentage, in the United States, according to IHS Emerging Energy Research (IHS EER). We believe that the increasing cost competitiveness of wind energy and the growing state-level demand for renewable energy provides the potential for long-term growth of our industry.

Installed Wind Capacity

        Despite its rapid growth, wind energy capacity in the United States remains a small proportion of all electrical generation. Wind energy represented only 1.8% of total U.S. electricity production in 2009 and is expected to comprise only 4.1% of total U.S. electricity production in 2035, based on data from EIA. This represents a small portion compared with the percentage of electricity produced in 2009 by wind energy in Denmark, Spain and Germany, of approximately 20%, 14% and 8%, respectively, based on data from the DOE. Based on wind energy's relatively small portion of the U.S. electricity production portfolio, we believe that substantial growth potential in wind energy development remains.

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        IHS EER forecasts that installed wind capacity in the United States is expected to increase at a CAGR of 19% from 2009 through 2013, reaching approximately 70.6 GW in 2013.

Installed Wind Capacity (GW)

Source: Historical figures based on AWEA 2009 report and projected figures based on IHS EER data as of May 2010.

Drivers of U.S. Wind Energy Growth

        Wind energy is a key component of the renewable energy strategy of the United States. AWEA estimates new wind projects completed in 2009 accounted for approximately 39% of the entire new power-producing capacity added in the United States. We believe the following factors are the main drivers of growth of wind energy in the United States:

Improvements in Wind Technologies and Cost Reductions

        Wind turbine technology has evolved significantly over the last 20 years and we expect improved efficiencies to continue in the future as turbines become larger and more advanced. According to AWEA, the average size of installed wind turbines increased from 0.7 MW in 1998–1999 to 1.7 MW in 2009. AWEA further indicates that the cost of electricity generation from utility-scale wind systems has dropped more than 80% over the last 20 years as a result of technological advances, including:

•

advances in wind turbine blade aerodynamics and development of variable speed generators to improve conversion of wind power to electricity over a range of wind speeds, resulting in higher capacity factors and increased capacity per turbine;

•

advances in remote operation and monitoring systems;

•

improved wind monitoring and forecasting tools, allowing more accurate prediction of wind power output and availability and better system management and reliability; and

•

advances in turbine maintenance, resulting in increased turbine lives.

        These technological improvements have decreased the cost of wind generation and increased the scalability of wind energy projects, increasing the amount of overall generation with fewer turbines. We expect wind turbine cost reductions and efficiency improvements to continue.

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        Set forth below is a chart with comparative cost information for electric power generation.

Comparative Cost of Electric Power Generation

Source:

"Levelized Cost of Energy Analysis—Version 3.0," website http://blog.cleanenergy.org/files/2009/04/lazard2009_levelizedcostofenergy.pdf, February 2009.

Note:

For each generation source, cost is calculated by taking the midpoint of the range of Lazard estimates. Reflects PTC, ITC and accelerated asset depreciation, as applicable. Assumes 2008 dollars, 20-year economic life, 40% tax rate and 5-20 year tax life. Assumes 30% debt at 8.0% interest rate, 40% tax equity at 8.5% cost and 30% common equity at 12% cost for Alternative Energy generation technologies. Assumes 60% debt at 8.0% interest rate and 40% equity at 12% cost for conventional generation technologies. Assumes coal price of $2.50 per MMBtu and natural gas price of $8.00 per MMBtu. Natural gas prices for the week ended October 6, 2010 were $3.56 per MMBtu, according to EIA's Natural Gas Weekly Update, October 7, 2010.

Climate Change and Environmental Concerns

        The concerns about global warming caused by greenhouse gas emissions have also contributed to the growth of the wind energy industry. According to the Intergovernmental Panel on Climate Change Fourth Assessment Report, the eleven years between 1995 and 2006 ranked among the warmest since 1850. Awareness in the United States of climate change and the related effects of greenhouse gas emissions has resulted in increased demand for emissions-free energy generation. On December 7, 2009, the U.S. Environmental Protection Agency (EPA) stated that there is compelling scientific evidence that global warming caused by emission of greenhouse gases endangers Americans' health, and subsequently promulgated regulations governing greenhouse gas emissions from motor vehicles and certain stationary sources. Beginning in 2011, greenhouse gas emissions from large stationary sources, including power plants and factories, will be subject to permitting requirements under the federal Clean Air Act for the first time.

        On July 6, 2010 the EPA proposed a rule that would help states reduce air pollution and attain clean air standards (the Transport Rule). The Transport Rule would require 31 states and the District of Columbia to significantly reduce power plant emissions that contribute to ozone and fine particle pollution in other states and would replace the EPA's 2005 Clean Air Interstate Rule (CAIR). The Transport rule could increase the cost of traditional fossil fuel energy generation, making alternative energy sources more cost competitive.

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        Set forth below is a chart showing the levels of carbon dioxide emissions of various countries.

Total Carbon Dioxide Emissions from the Consumption of Energy in 2008
(Million metric tons carbon dioxide)

Source: Energy Information Administration (EIA), "Total Carbon Dioxide Emissions from the Consumption of Energy," website http://tonto.eia.doe.gov/ cfapps/ ipdbproject/iedindex3.cfm?tid=90&pid=44&aid=8&cid=&syid= 2008&eyid=2008&unit=MMTCD

State and Federal Government Incentives

        One of the key factors contributing to the growth of wind energy in the United States is the existence of several government incentive programs and regulatory requirements at both the state and federal levels, including:

        Renewable portfolio standards.    An RPS is a program mandating that a specified percentage of electricity sales in a state or municipality comes from renewable energy. As of August 2010, 29 states and the District of Columbia have RPS requirements, more than double the number of states with RPS requirements in 2004. For states with increasing RPS requirements over time, renewable energy is scheduled to reach a range of 10% to 40% when the programs are fully implemented. Additionally, federal renewable portfolio requirements have from time to time been proposed in the U.S. Congress, although the chances of enactment are highly uncertain.

        Some state RPS programs (25 such programs as of September 2010) operate in tandem with a credit trading system in which participants buy and sell RECs. A REC is a stand-alone tradable instrument representing the attributes associated with one MWh of energy produced from a qualified renewable energy source. Retail energy suppliers can meet RPS requirements by purchasing RECs from renewable energy generators, in addition to producing or acquiring the electricity from renewable sources. REC prices can represent a significant additional revenue stream for wind energy generators. In RPS states where a liquid REC market does not exist, renewable energy can be bought or sold through "bundled" PPAs, where the PPA price includes the price for renewable energy attributes. In states that do not have RPS requirements, certain entities buy RECs voluntarily. These RECs, which are called voluntary RECs, have a lower price than RECs where there are RPS requirements.

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        The basic proposed or enacted goals of each state's RPS program as of August 11, 2010 are identified in the map below:

Source:	FERC. August 11, 2010
Note:	An RPS requires a percent of an electric provider's energy sales (MWh) or installed capacity (MW) to come from renewable resources. Map percentages are final years' targets. Alaska has no RPS.

        American Recovery and Reinvestment Act of 2009 (ARRA).    The ARRA, which was enacted in February 2009, encourages the development of renewable energy projects in the near term by reducing financing costs and providing cash grants and tax incentives for renewable energy projects through 2012. The ARRA includes a three-year extension of wind PTCs through the end of 2012; the option to elect an ITC for up to 30% of a project's eligible capital costs in lieu of the PTC; and the additional option to receive the ITC as a cash grant from the U.S. Treasury in lieu of the ITC. According to the U.S. Treasury, approximately $5.2 billion of ARRA grants had been issued as of September 3, 2010. We received approximately $115.1 million of ARRA grants for our Cohocton and Stetson I projects in September 2009, approximately $120.1 million of ARRA grants for our Milford I project in March 2010 and approximately $19.3 million of ARRA grants for our Stetson II project in June 2010.

        The DOE has loan guarantee programs under Sections 1703 and 1705 of the ARRA. These programs call for over $40 billion of DOE loan guarantees to be allocated for innovative technology authorized under the Energy Policy Act of 2005 and approximately $15 billion to be made available for commercially proven technology. In July 2010, we entered into a $117 million construction and term loan facility guaranteed by the DOE under Section 1703 of the ARRA to help finance construction of our Kahuku project in Oahu. This was the first DOE loan guarantee for a wind-energy project.

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Federal Tax Incentives

        A number of federal tax incentives encourage the development of renewable energy resources, including the following:

•

Production tax credits.  The federal PTC provides a federal tax credit of $21 per MWh for a renewable energy facility during the first ten years of its operation. This incentive currently applies to facilities that are placed in service before the end of 2012. Producers may monetize their value by entering into tax equity financing arrangements with investors. Although there can be no assurance that legislation will be enacted extending application of the PTC to projects placed in service after 2012, since 1992 the PTC has been extended and has been continuously available for wind energy projects, except for three non-consecutive periods between 1999 and 2004 when the PTC temporarily expired but was retroactively reauthorized by subsequent legislation.

•

Investment tax credits.  The federal ITC provides a federal tax credit for 30% of total eligible capital costs for a renewable energy facility following commercial operation. A wind developer may elect an ITC in place of the PTC and has the option to collect the ITC as a cash grant from the U.S. Treasury that is payable within 60 days after an application submission. Currently, wind projects must be under construction by the end of 2010 and in commercial operation by the end of 2012, in order to qualify for the cash grant. Congress is considering several bills that would extend the grant program in some form. We cannot predict whether or in what form an extension would take place.

•

Accelerated depreciation.  The Tax Reform Act of 1986 established MACRS, which divides assets into classes and assigns a mandated number of years over which the assets in the class depreciate for tax purposes. Under MACRS, wind energy projects have a depreciation life of five years, which is substantially shorter than the 15 to 20-year lives of non-renewable facilities. Like PTCs, the accelerated depreciation benefit may be sold to investors.

Dependence on Foreign Energy Sources

        According to EIA, foreign imports provided 26% of the energy consumed in the United States in 2008. Many of the regions rich in energy supplies are politically unstable, raising public concern regarding the dependence of the United States on foreign energy imports and related threats to U.S. national security. We believe that wind energy, which supplied only 1.8% of the total electrical production in the United States in 2009, can help to decrease the dependence on foreign energy sources and satisfy a portion of the expected increased demand for electricity in the United States.

Obstacles for the Construction of Conventional Power Plants

        Environmental concerns have made it difficult to build new, or expand existing, fossil fuel projects. For example, according to data gathered by Sourcewatch, a collaborative encyclopedia website, only 35 of the approximately 150 coal plants proposed in the United States between 2000 and 2006 were built or under construction by the end of 2007. Nuclear energy projects have also faced significantly increasing capital costs and steep environmental hurdles, including complications relating to the disposal of spent nuclear fuel. As a result of these hurdles and complications, no new nuclear plant has been commissioned in the United States since 1979, although two nuclear plants are under construction. Wind energy, in contrast, does not create solid waste by-products, emit greenhouse gases or deplete non-renewable resources, and thus is an attractive alternative to conventional power plants. According to the DOE's report "20% Wind Energy by 2030," wind energy industry experts estimate the nation has more than 8,000 GW of available land-based wind resources that can be captured economically. Based on IHS EER estimates, we believe there will be incremental RPS demand for approximately 120 GW of renewable capacity by 2020, assuming a 30% average net capacity factor.

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Supply Chain Improvements in the United States

        The success of wind energy is heavily dependant on its cost-competitiveness vis-à-vis other renewable technologies and conventional fuels. The increasing importance of the U.S. wind market is causing a supply chain shift among global producers, several of whom have recently announced plans to build U.S. manufacturing capacity. Historically, global turbine manufacturers have assembled turbines abroad and imported them to the United States, a logistical challenge that has in the past contributed to turbine shortages and high prices. According to AWEA, as recently as 2005, 70% of the wind industry supply chain was sourced from foreign locations. By the end of 2009, imports of wind turbines and select components represented 40% of total equipment-related wind turbine costs, down from roughly 50% in 2008, and this trend of increased domestic turbine manufacturing is expected to continue, according to the DOE.

        The shift to domestic wind turbine manufacturing has been due largely to the desire of wind turbine manufacturers and developers to minimize delivery time and transportation costs, which can represent up to approximately 18% of the final cost of a wind project. It also reflects the growth in U.S. demand for wind turbines and government support for wind power. According to AWEA, of manufacturers with turbines installed in the United States since 2005, over 95% (measured by capacity) either operate or plan to operate turbine assembly facilities in the United States. At least 14 major wind turbine manufacturers have or have announced that they will have turbine manufacturing facilities in the United States, according to IHS EER. Furthermore, the regulatory stability of the U.S. wind market is attracting new entrants as well. This increase in local supply has primarily occurred in the last few years and resulted in underutilization of turbine manufacturing capacity as a consequence of the recent economic downturn. With turbine supply now exceeding demand, some turbine prices have decreased up to 20% from mid-2008 levels, according to IHS EER.

Key Attributes of Our Regions: Northeast, West and Hawaii

        Our projects are located in the Northeastern and Western regions of the continental United States and in Hawaii. These markets are characterized by relatively high electricity prices, a shortage of renewable energy and a favorable balance between wind resources and cost-effective sites to build. At the end of 2009, approximately 72% of installed wind capacity was outside of these markets. We believe that the combination of demand from aggressive RPS requirements, premium electricity pricing, and strong wind resources will create significant opportunities for attractive development activity.

        The key attributes of our regions are set forth below:

Among the Highest Prices in the United States

        Power and REC prices vary across regions and states. The price of electricity varies based on supply and demand dynamics, generation technology mix, costs of commodities and other inputs required to produce electricity, as well as the cost of relevant environmental laws and regulations. REC prices vary based on the relative strength of RPS programs and supply and demand dynamics. As illustrated below, we are actively developing wind energy projects to sell electricity in the five states with the highest electricity prices in the United States of those states with RPS programs.

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        The chart below contains information concerning state power prices.

State Power Prices

($/MWh)

Source:	EIA, June 2010 YTD average retail power prices by state.
Note:	Indicated fuel source reflects primary electricity price driver.

Markets with Largest Amount of Wind Energy Demand Relative to Amount in Interconnection Queue

        We target markets where there is significant demand for wind generation supported by RPS programs relative to the amount of wind generation that is in the interconnection queue. A majority of our target markets, such as the ISO-NE have RPS-driven demand for renewable energy that exceeds the supply of renewable energy currently proposed within the interconnection queue of each of those power markets. Based on IHS EER estimates of incremental demand through 2020, we estimate that needed capacity in New England will exceed the amount currently in the ISO-NE interconnection queue by approximately 1.9 GW. IHS EER forecasts incremental 2020 RPS demand in California to be approximately 75 TWh per year if the 33% RPS target is maintained. We believe that the capacity needed to meet 2020 RPS demand will exceed supply currently in the interconnection queue by 4.7 GW. IHS EER expects substantive attrition of renewable projects currently in the queue given the significant permitting challenges, water resource limitations, and near-term transmission constraints. This compares favorably with the Midwest Independent Transmission System Operator (MISO), the Electric Reliability Council of Texas (ERCOT) and the Southwest Power Pool (SPP), where the demand supported by RPS programs is much lower than the amount of wind generation in the interconnection queue.

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        The chart below presents renewable energy capacity in regional interconnection queues and the IHS EER estimated 2015, 2020 and 2025 incremental RPS demand for those regions as of May 2010.

US RTO/ISO Queues by Renewables: 2020-2025
(TWh)

Source:	IHS Emerging Energy Research as of August 16, 2010.
Note:	*Since no centralized queue exists for WECC, this "queue" data is sourced primarily from IHS EER pipeline data but also from Renewable Northwest Project. Other includes biomass and other. In ERCOT, solar, biomass and other included in Other.

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        The chart below shows existing supply and IHS EER's estimates for 2015 RPS demand in ISO New England (ISO-NE), New York, California and Hawaii.

        Based on a 30% average net capacity factor, we believe the 2015 RPS capacity shortfall would be approximately 4.3 GW in New York, 3.3 GW in ISO-NE, 5.4 GW in California and 216 MW in Hawaii.

Renewables Supply/Demand
(TWh per year)

Source:	IHS Emerging Energy Research, States, NEPOOL Generation Information System, New York State Energy Research and Development Authority (NYSERDA), California Public Utility Commission, Hawaii Public Utility Commission (Hawaiian PUC) and filings. Data as of May 28, 2010.
Note:	Existing supply for California and Hawaii as reported for 2009 compliance; existing supply for New York and New England represents qualified online generation as of April 2010.

Most Progressive Renewable Energy Standards

        Based on IHS EER estimates, we believe that states in our markets in the Northeast, West and Hawaii will need approximately 42 GW of incremental renewable energy capacity to be built by 2020, assuming a 30% average net capacity factor.

Northeast

        A number of states in the Northeast have progressive renewable energy programs, which have increased growth opportunities and demand for wind development. According to IHS EER, RPS-driven demand for renewable energy in New England exceeds the supply of renewable energy currently in the ISO-NE interconnection queue. This has strengthened the market for RECs. For example, Massachusetts's RPS program requires that renewable energy use increase at a rate of 0.5% per year, reaching 4% of total electrical generation within the state by 2009, subsequently increasing by 1% every year thereafter to 25% by 2030. The Massachusetts program establishes a series of alternative compliance payments that began at $50 per MWh in 2003 and are adjusted for inflation ($61 per MWh in 2009). New York's RPS program is intended to address increasing concerns about New York's dependence on fossil-fuel generation and its environmental impact. The New York program calls for an increase in renewable energy used in the state from approximately 19% in 2004 to 30% by 2015.

        Because renewable generation capacity is currently substantially below the ultimate RPS goals, significant additional renewable generation capacity must be developed within the region, particularly in

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the New England states, if RPS program requirements are to be met. Based on IHS EER's estimates, the current RPS mandates for the New York and New England states would result in incremental renewable demand of approximately 33,900 GWh by 2020.

        Ten states in the Northeast and Mid-Atlantic participate in the Regional Greenhouse Gas Initiative to reduce greenhouse gas emissions from power plants in the participating states. The participating states have implemented a regional cap-and-trade program with a market-based emissions trading system. Under the program, participating states sell carbon dioxide emission allowances in regional auctions.

West

        Our West markets include states with progressive RPS programs that provide support for long-term wind and other renewable energy demand. The Western states that we focus on include California, New Mexico, Arizona, Nevada, Washington and Colorado. These states have RPS programs that mandate that 15% to 33% of total electric generation come from renewable energy by 2015 to 2025, depending on the state. While these states represent our end markets, our wind projects may be built in other states and transmit power across state lines. For example, our Milford I project is located in Utah and transmits power to Los Angeles, California. In addition to RPS programs, some states have supplemental requirements related to wind energy, such as New Mexico, which has a specific requirement that a minimum of 20% of the total renewable energy generation must come from wind resources. The RPS programs and supplemental requirements in these states require additional renewable energy development in order for the RPS program requirements to be met, and thus present significant growth opportunities for wind energy development.

        While we focus on several states in the West, California has historically been and remains the key end market for the majority of our projects in this region. California may face a shortage of renewable energy supply as renewable generation capacity has not kept pace with rising demand. With one of the most progressive RPS programs in the nation, California is an attractive end market for wind energy companies. California has historically been a leader in wind development, ranking third in the United States with over 9.0 GW of installed renewable generation capacity at year-end 2008, excluding capacity from large hydro generation, according to the EIA. Early adoption of an RPS target of 20% by 2017 was a key catalyst for new wind development, while a strengthened 33% RPS finalized in 2009 will make California's RPS program one of the highest in the continental United States through 2020. Based on its unique combination of competitive electricity pricing, strong renewable energy policy and excellent wind resources, IHS EER expects California will be one of the top five windpower markets in the United States by 2020.

        California's RPS program currently requires 20% of retail utility power sales from investor-owned utilities to be generated by renewable sources by 2010, a requirement that can be satisfied in part with power imported from other Western states, including Utah, Wyoming, New Mexico, Nevada and Oregon. As of December 2009, California's investor-owned utilities were forecasted to fall short of their 2010 and 2020 renewable resources requirements of 20% and 33% respectively unless they add renewable resources at a much faster pace, according to the California Energy Commission (CEC). Penalties under California's RPS program for an RPS procurement deficit are $50/MWh, up to $25 million per year. IHS EER estimates the current (33%) RPS requirement for California would result in total RPS-driven incremental demand of approximately 75,000 GWh per year by 2020. The majority of new renewable capacity is expected to be delivered by wind and solar energy, given the characteristics of this region.

        California's Global Warming Solutions Act of 2006 seeks to lower California's greenhouse gas emissions to 1990 levels by 2020, caps greenhouse gas emissions from major industries and imposes significant penalties for non-compliance. California also enacted a law in 2006 prohibiting utilities from

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making long-term commitments for electricity generated by plants that do not comply with the greenhouse gas emission performance standards established by the CEC. The law applies to out-of-state power purchases as well as in-state power purchases and is expected to have an adverse impact on California's ability to purchase power from coal-fired power plants.

        In November 2010, the California state ballot will include a proposal (known as Proposition 23) to suspend implementation of California's Global Warming Solutions Act of 2006 (also known as AB 32) until California's unemployment rate is below 5.5% for four consecutive quarters. If this Prosposition is passed, California's RPS program, which is part of AB 32, could be suspended. We cannot predict whether this Proposition will pass. If it does pass and AB 32 is suspended, our marketing into California could be adversely affected.

Hawaii

        Hawaii is a strong market for wind energy. In June 2009, Hawaii expanded its RPS to 40% by 2030, making it one of the most aggressive state renewable requirements in the United States. In addition, although no legislation has been adopted, in January 2008 the Governor of Hawaii announced plans to achieve 70% of electricity sales from renewable sources by 2030.

        According to EIA, Hawaii receives approximately 76% of its power from fuel oil generation and 15% of its power from coal. As a result, a significant and rapid shift to renewable energy capacity would be required to meet the state's stringent standards. Because oil is the predominant source for electricity in Hawaii, oil prices are the primary driver of local electricity prices. Hawaii imposes an oil import tax. The cost of oil in Hawaii is further compounded by the costs of transporting oil to and between its islands. The volatility and escalation of global oil prices directly correlate to volatile and increasing electricity prices in Hawaii.

        The current RPS requirements for Hawaii would result in total RPS demand of 2,600 GWh per year by 2020, according to IHS EER estimates. We believe the majority of this demand will be delivered by wind energy. Assuming a 35% net capacity factor, we estimate this demand to be approximately 860 MW. By comparison, EIA data indicates that installed renewable capacity, excluding large hydro, was 239 MW as of year-end 2008. Based on the limited availability of sites and the number of wind projects in the planning stages, we believe developers with an established presence in Hawaii have a significant advantage in this market.

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BUSINESS

Overview

        We are an independent wind energy company focused solely on the development, financing, construction, ownership and operation of utility-scale wind energy projects in the United States. Our projects are located in the Northeastern and Western regions of the continental United States and in Hawaii. We have focused on these markets because we believe they provide the potential for future growth and investment returns at the higher end of the range available for wind projects. These markets are characterized by relatively high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built in a cost-effective manner. Moreover, we have focused our efforts on projects and regions with significant expansion opportunities, often enabled by transmission solutions that we have developed and built.

        As of September 30, 2010, we operated seven projects with combined rated capacity of 504 MW, and we owned two lines that connect projects to the electricity grid (generator leads) with transmission capacity of approximately 1,200 MW. In 2009, we doubled the number of projects in our operating fleet, adding three new projects with an aggregate capacity of 386 MW. Two of these projects, Milford I, which sells power from Utah into Southern California, and Stetson I, which sells power in New England, include wholly-owned generator leads we had built in anticipation of expanding these projects. In March 2010, we commenced commercial operations of our seventh project, Stetson II, an expansion project in Maine with 26 MW of capacity.

        We manage our business with a team of professionals with experience in all aspects of wind energy project development, financing, construction and operations. We have a track record of selecting projects from our development pipeline and converting them into operating projects that we believe will meet our financial return requirements. By the end of 2010, our goal is to have six additional projects with 268 MW of capacity under construction. Four of our projects (totaling 232 MW) are under construction: Kahuku (30 MW) in Hawaii, Milford II (102 MW) in the West and Rollins (60 MW) and Sheffield (40 MW) in the Northeast.

        We target having approximately 1,000 MW of projects operating or under construction by the end of 2011. Thereafter, we target adding approximately 200 to 400 MW of operating/under-construction capacity each year to achieve our goal of having an operating/under-construction fleet of approximately 1,900 MW by the end of 2014. Expansions of current operating and under-construction projects make up approximately 32% (measured by capacity) of our targeted 2011-2012 projects. See "—Our Development Process" and "—Our Portfolio of Wind Energy Projects."

        Wind energy project returns depend mainly on the following factors: energy prices, transmission costs, wind resources, turbine costs, construction costs, financing costs and availability and government incentives. In applying our strategy, we take into account the combination of all of these factors and focus on margins, return on invested capital and absolute value creation as opposed solely to project size. Some of our projects, while having high construction costs, still offer attractive returns because of favorable wind resources or energy prices. Additionally, in many cases, smaller, more profitable projects can create as much absolute value as do larger, lower-returning projects. We assess the profitability of each project by evaluating its net present value. We also evaluate a project on the basis of its Project EBITDA, as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—How We Measure Our Performance" as compared with the project's development and construction costs.

        We closely manage our commodity price risk and generally construct wind energy projects only if we have put in place some form of a long-term PPA and/or financial hedge to manage commodity risk. Approximately 90% of estimated revenues through 2011 from our current operating projects are hedged. We plan to hedge approximately 90% of the estimated revenues for 2011 for the four projects

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currently under construction and the two projects we plan to have under construction in 2010. Most of the estimated aggregate revenues from our operating projects and 2010 projects is hedged through 2020. See "Business—Revenues; Hedging Activities."

        The United States is one of the largest and fastest growing wind energy markets, although capacity additions slowed in the first half of 2010. In 2008 the United States surpassed Germany as the largest market for wind energy in the world, as cumulative installed wind energy capacity increased approximately 51% and accounted for 42% of all new energy supply in the United States, according to AWEA. Moreover, our markets are among the highest growth U.S. markets due to state mandated RPS-driven demand, premium electricity pricing, a shortage of renewable energy and strong wind resources. Based on IHS EER estimates, we believe that states in our markets in the Northeast, West, and Hawaii will need approximately 42 GW of incremental renewable energy capacity to be built by 2020, assuming a 30% average net capacity factor.

        We classify each project into one of the following three categories based on the project's stage of development: operating/under-construction, Tier 1 and Tier 2. We use these categories to estimate our annual installed capacity and energy generation and for planning purposes, including allocation of capital to projects. For information regarding the criteria we use to put projects in these categories, see "—How We Classify Our Projects."

        A summary of our projects, as of September 30, 2010, is set forth below:

		Northeast		West		Hawaii
Stage of Development(1)		Actual or In Development Capacity(2)(3) (MW)		Actual or In Development Capacity(2)(3) (MW)		Actual or In Development Capacity(2)(3) (MW)		Total
Operating/Under-
Construction
	Operating		270		204		30		504
	Under-Construction		100		102		30		232
Tier 1(4)			0		0		21		21
Tier 2(4)			487		3,421		70		3,978
Total			857		3,727		151		4,735

(1)

Our ability to complete our projects and achieve anticipated capacities is subject to numerous risks and uncertainties as described under "Risk Factors." We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline.

(2)

As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity.

(3)

For information on noncontrolling interests in our projects see Note 5 to our consolidated financial statements.

(4)

Our only Tier 1 project, KWP II, is a 2010 project. One Tier 2 project (Steel Winds II, a 15 MW project) is scheduled to start construction this year and is also included in our 2010 projects. For a discussion of 2010 projects see "Business—Our Portfolio of Wind Energy Projects—2010 Projects."

        We believe our development pipeline of approximately 4,000 MW should enable us to meet our 2014 goal of having an operating/under-construction fleet of approximately 1,900 MW. We have land rights for approximately 80% of our development pipeline and meteorological data for approximately 95% of our development pipeline, in the majority of cases covering at least three years. We have also conducted preliminary environmental screening for all of our projects. We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline. Our ability to complete our projects and achieve anticipated generation capacities is subject to numerous risks and uncertainties as described under "Risk Factors."

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Our Regions

Northeast

        Our Northeast region includes New England and New York. We believe this region is one of the more attractive wind energy markets in the United States due to its relatively high electricity prices, tightening supply of renewable energy relative to demand and progressive renewable energy legislation. Every state in the Northeast region (other than Vermont) has an established RPS program and associated market for RECs. These programs have led to increased demand for wind energy development in these states.

        In addition, the geographic proximity and interconnectivity of the various power markets within the Northeast, together with highly liquid electricity trading markets, give projects within the region the flexibility to deliver power into and qualify RECs in different markets within the region.

        The Northeast has relatively limited utility-scale development opportunities due to its population density and modest wind resources. Additionally, transmission limitations constrain future increases in wind generation capacity. However, given our pipeline of projects and proven success in developing, constructing and operating wind energy projects in this region, we believe our business is well positioned for continued growth in this region. Furthermore, the transmission infrastructure we own should allow us to efficiently and economically expand in this region. We believe the relative difficulty in developing wind energy projects in this region further strengthens our position as an early entrant in this market.

        For information regarding the Northeast market, see "Industry—Key Attributes of Our Regions: Northeast, West and Hawaii."

West

        Our West region consists of the far west and Rocky Mountain states. Of these, California is the largest electricity market in the region. California may face a shortage of renewable energy supply as renewable generation capacity has not kept up with rising demand for renewable energy. With one of the most progressive RPS programs in the nation, California is an attractive market for renewable energy generators. However, recent bottlenecks in siting and permitting renewable energy projects have led to relatively small additions of new capacity. IHS EER forecasts long term growth of renewable energy capacity in California will be driven by state transmission projects and programs such as the California Renewable Energy Transmission Initiative and the Western Renewable Energy Zones as well as developer-driven private transmission solutions. IHS EER estimates that the state will add more than 8 GW of new transmission capacity through 2020.

        We have developed a private transmission platform in the West, which enables us to deliver a significant amount of wind energy generation to the California market. We have a long-term PPA with SCPPA to supply 20 years of power to the cities of Los Angeles, Burbank and Pasadena from our Milford I project in Milford, Utah and completed an 88-mile, 1,000 MW generator lead to transmit our wind energy to California. Milford I is a 204 MW project that achieved commercial operation in November 2009. Given the capacity of the Milford generator lead, we can expand our Milford platform to deliver another 750 MW of wind energy to California. The Milford II expansion project, which is described later in this section, has a capacity of 102 MW and began construction in July 2010.

        While California is the largest market in the West and presents a significant opportunity for wind energy, we are actively developing projects in the West to serve states other than California. These projects are largely Tier 2 projects. We have entered into an option agreement to purchase wind energy assets that relate to a possible 2011, 20 MW California project in development. We cannot predict when or whether we would acquire these assets or complete this project.

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        For information regarding the West market, see "Industry—Key Attributes of Our Regions: Northeast, West and Hawaii."

Hawaii

        We believe the Hawaii market offers a unique opportunity for us, as the state's high electricity prices and excellent wind resources offer potential for wind projects with attractive returns. The state currently generates approximately 91% of its electricity from oil and coal-based technology. To reach the state's 2030 RPS target of having 40% of Hawaii's electricity generation come from renewable energy, a large percentage of fossil-fuel electricity generation will need to be replaced with RPS eligible technologies such as wind.

        Today there is approximately 63 MW of operating wind capacity in Hawaii; 30 MW of which comes from our KWP I project, the single largest wind energy project in Hawaii. In addition, we began construction of our Kahuku project in Oahu in July 2010. We believe that conditions for developing wind energy projects in Hawaii strengthen our position as an early entrant in this market. There are relatively few buildable wind sites in the state and we believe developers with an established presence have a significant competitive advantage. We believe our development experience and knowledgeable staff in Hawaii, coupled with our platform in Hawaii, should position us for future growth in this market.

        For information regarding the Hawaii market, see "Industry—Key Attributes of Our Regions: Northeast, West and Hawaii."

Revenues; Hedging Activities

        We generate revenues from the sale of electricity from our operating projects and from the sale of RECs generated by these operations. Approximately 90% of estimated revenues for our current operating projects are hedged through 2011. We plan to hedge approximately 90% of estimated revenues for 2011 for the six projects we plan to begin construction of or place in service by the end of 2010. For information regarding our hedging activities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Power Purchase Agreements and Financial Hedging."

Electricity Sales

        We typically sell the power generated by our projects (sometimes bundled with RECs) either pursuant to PPAs with local utilities, power companies and other entities or directly into the local power grid at market prices. Our PPAs have initial terms ranging from five to 20 years with fixed prices, market prices or a combination of fixed and market prices. We also seek to hedge a significant portion of the market component of our power sales revenue with financial swaps.

Sales of RECs

        The RECs associated with renewable electricity generation can be sold. In some states, we sell RECs to entities that must purchase specific quantities of RECs to comply with state or municipal RPS programs. Currently 25 states and the District of Columbia have adopted RPS programs that operate in tandem with a credit trading system in which generators sell RECs associated with the renewable power they generate in excess of state-mandated requirements.

Commodities Hedging

        In addition to PPAs, we enter into derivative contracts to hedge future electricity prices to mitigate a portion of the risk of market price fluctuations we will have by selling power at variable or market

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prices. We currently have entered into three financial swaps with a remaining weighted average tenor of approximately ten years, which will collectively hedge approximately 75% of our expected generation during the term of the swaps at Cohocton I, Steel Winds I and Stetson I and the portion of Stetson II's generation not sold under a PPA. We intend to enter into additional financial swaps to hedge a similar percentage of expected generation for our other Tier 1 and Tier 2 projects that will sell power in liquid ISO markets as they near commercial operations. We have also entered into an oil swap through the end of 2013 to hedge future oil prices to mitigate a portion of the risk of market price fluctuations associated with our power generation at KWP I, the pricing of 30% of which is largely tied to the costs that Maui Electric Company (MECO) avoids by substituting our electrical production for the production it otherwise would have to generate by burning fossil fuels. For additional information regarding our hedging activities, please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure about Market Risk."

Strategy

        Our business strategy is to build a diverse portfolio of operating projects and development opportunities. We seek opportunities where, if we are able to execute successfully, we will be able to generate attractive returns for our stockholders. These returns depend mainly on the following factors:

•

Energy price.  We assess project returns taking into account the total realized price of energy that we earn from an operating project, or that we expect to earn from a project in our pipeline. The total realized price of energy includes power sales, REC sales and capacity payments, as well as the effect of cash settlements from related hedging activities.

•

Wind.  The quality of the wind resources at a project, operational performance and the resulting energy production are key determinants of project performance. We measure wind resources at a given operating project by calculating the NCF, and we forecast NCF for each project in our pipeline. NCF is the measure (or estimate) of a wind energy project's actual production expressed as a percentage of the amount of power the wind energy project could have produced (or is capable of producing) running at full capacity for a particular period of time. We typically use a 25-year period in estimating a project's long-term NCF.

•

Construction costs.  The installed costs of the project also determine whether or not the project is capable of generating appropriate returns. Construction costs include primarily the cost of turbines, and also take account the cost of transmission facilities, balance-of-plant, interest during construction, financing costs and fees and development expenses.

•

Financing.  Because we rely on third party financing to construct our projects, we must be able to demonstrate to our lenders and tax equity investors that there is a sufficient likelihood of a project's ability to generate a given level of return, in order to secure capital at a cost that will make the project attractive for us.

•

Government incentives.  The availability of government incentives has historically been critical to our ability to secure third party financing for our projects, and to enable us to construct projects that are expected to provide us with an attractive return on investment. We expect that for the foreseeable future this will continue to be the case.

        We intend to pursue the following objectives to execute our strategy.

Develop Pipeline and Expand Operating Projects

        We have identified and are developing a broad pipeline of projects in our markets, including expanding our operating projects in existing locations, and we intend to continue developing our existing pipeline of projects and increasing the number of operating projects. We focus on expansion projects because we believe they present lower execution risks than other projects. This is due to

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factors including our experience with the wind resources at the project site, as well as our clearer understanding of how to address particular community stakeholder concerns.

        We target having approximately 1,000 MW of projects operating or under construction by the end of 2011. Thereafter, we target adding approximately 200 to 400 MW of operating/under-construction capacity each year to achieve our goal of having an operating/under-construction fleet of approximately 1,900 MW by the end of 2014. Expansions of current operating and under-construction projects make up approximately 32% (measured by capacity) of our targeted 2011-2012 projects. We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline. Our ability to complete our projects and achieve anticipated generation capacities is subject to numerous risks and uncertainties as described under "Risk Factors."

Develop Opportunities in Financially Attractive Markets

        States in our markets in the Northeast, West and Hawaii are undergoing significant growth in demand, which we expect to continue, reaching 53 GW of RPS-driven incremental demand by 2020. In order to capitalize on this expected growth, we intend to identify and add to our pipeline diverse development project opportunities in financially attractive markets, including those with relatively high electricity costs or a shortage of renewable energy and sites with good wind resources that can be built in a cost effective manner. Our team of developers focuses our prospecting and development efforts on identifying new opportunities and acquiring existing wind energy assets that we believe will meet our financial return requirements in these markets.

Implement Transmission Solutions

        Our generator lead assets and capabilities enable us to develop projects in areas that would otherwise present significant transmission challenges, and we intend to continue to develop, own and operate generator leads connecting our projects to third-party electricity networks. We have built two generator leads that provide us with significant opportunities for future development. Our Stetson generator lead has approximately 115 MW of capacity available for our future expansion projects, and our Milford generator lead has approximately 750 MW of capacity available for our future expansion projects. In 2010, we began construction of expansion projects using the Stetson and Milford generator leads, leaving 700 MW of additional capacity on these lines for our future expansion projects.

Control Construction and Operations

        We intend to continue to maintain control over both the construction and operational phases of our projects, because we believe exercising this control enhances our credibility, allows us to make rapid decisions and strengthens our relationships with landowners, local communities, regulators and other stakeholders. For construction projects, we manage and mitigate budget and schedule risks through arrangements with contractors that have significant experience constructing wind energy projects. We also work closely with the manufacturers of our turbines with the goal of enhancing the operating performance of our fleet.

Stabilize Revenues

        We believe that stabilizing our revenues enhances our ability to obtain long-term, non-recourse financing for our projects on attractive terms. We therefore enter into long-term PPAs with utilities and electricity consumers, and, through the use of financial derivatives, we hedge our exposure to market prices for electricity. Both of these activities help to insulate our revenue stream against commodity price volatility. In addition, we seek to maximize the value of the RECs we generate by selling our electricity into markets that have higher RPS requirements and strong markets for RECs. We intend to

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continue to pursue each component of our revenue stabilization strategy, which we believe benefits us, our lenders and our tax equity investors.

Establish and Maintain Strong Local Presence

        We believe that developing a substantial local presence in our markets, and encouraging substantial community stakeholder involvement, is critical to the success of each individual wind energy project because negative community sentiment can be a factor in project delays and increased costs. Through our locally deployed development teams, we work cooperatively with the communities where our projects are located to more fully understand each community's unique issues and concerns. We begin community outreach at an early stage of each project to better assess a project's feasibility, and we continue our efforts through the operating stage in order to enhance our ability to complete and operate a project successfully. This outreach often includes substantial interaction with local government officials, community groups and local media, as we explain our plans, our track record and the benefits that we believe will accrue to the community, and we endeavor to respond to concerns that community members may express such as concerns about the environmental impact of our projects.

Pursue Financing

        Our business is capital intensive and requires ongoing access to debt and equity capital markets to build our projects. We believe we demonstrated our capacity to do this during the recent difficult financial market conditions. We will continue to seek third party financing in order to grow our portfolio.

Competitive Strengths

        We believe there are significant opportunities for growth in the U.S. wind energy industry in general and in our markets in particular, and we intend to use the following strengths to capitalize on these opportunities.

Track Record

        Over the past several years we believe we have established a track record for developing complex wind energy projects in each of our three markets. Our project development strategy sometimes includes the construction of generator leads, as in the case of Stetson I and Milford I, the use of innovative technology, as in the case with the use of a battery at our Kahuku project, or the structuring and negotiation of creative financing and risk management solutions as in our PPA with SCPPA for Milford I. In certain cases, as in KWP I, we took over projects from other developers who were unable to complete them. We believe that this particular strength will help us obtain financing for projects that present technical or operational challenges, and thereby make it possible for us to take advantage of opportunities that might not be available to other wind energy competitors.

Ability to Refinance and Raise Capital

        Wind energy project development and construction are capital intensive and require access to a relatively constant stream of financing, making our ability to access capital markets efficiently and effectively crucial to our growth. We cannot be sure that financing will be available to us on attractive terms when we require it, and the recent worldwide financial and credit crisis has reduced the availability of liquidity and credit. However, since the beginning of 2009, we have refinanced, raised or received approximately $2.3 billion for our company and projects in 19 refinancing and new capital-raising activities and customer prepayments.

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Presence in Attractive Markets with Strong Demand for Renewable Energy

        We believe the markets in which we are already established—the Northeast, West and Hawaii—present significant growth opportunities because these markets are characterized by high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built on cost-effectively. Many of our projects have significant expansion opportunities, and expansions of our current operating and under-construction projects make up approximately 32% (measured by capacity) of our targeted 2011-2012 projects. Expansions of existing projects allow us to capitalize on our site-specific knowledge of wind resources as well as our familiarity and relationships with the local community. Moreover, in some cases we will be able to use our existing generator leads to connect with the regional electricity grid. Each of these factors helps to minimize a project's execution risk and helps in arranging the required financing.

Turbine Acquisition Flexibility

        We have secured sufficient turbines to execute our 2010 project plan. We believe we are well positioned to take advantage of current conditions in the turbine market, which we believe is over-supplied. As a result, we have not entered into firm commitments to purchase turbines for projects in our development pipeline after 2010. We are engaged in a process of seeking requests for proposals from various turbine manufacturers for some of our 2011 and 2012 projects. As a result of excess capacity in the turbine market, we are seeing improved pricing and terms proposals from manufacturers compared with past turbine procurements. We also have agreements in place that give us the right, but not the obligation, to purchase additional turbines after 2010, allowing us to cancel our turbine orders with the forfeiture of deposits. We believe this gives us flexibility to acquire turbines at attractive prices and on favorable terms. In addition, we believe that this flexibility will allow us to take advantage of advances in turbine technology and improvements in turbine size, blade length and other technologies that will significantly improve project performance.

Experienced Management

        Our management team, which holds a meaningful equity stake in our company, is experienced in all aspects of the wind energy business. Over the past two years, we have added several key personnel to our team, primarily in the areas of construction, operations and finance. We believe we can achieve our operating/under-construction fleet goal of approximately 1,900 MW by the end of 2014 without significant additions to headcount and overhead costs related to non-operating activities.

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Our Development Process

        There are several key activities that occur throughout our development efforts as we move projects from development to construction to operation—many of which we undertake concurrently. These activities include: prospecting; wind resource assessment; land rights procurement; revenue stabilization; turbine procurement; transmission and interconnection solutions; permitting; engineering, procurement, construction oversight and commissioning; and operations, maintenance and asset management.

        As progress is made for a project we advance it through our project classification system, as described in "—How We Classify Our Projects."

        We evaluate projected investment returns during all stages of the development process and allocate capital among projects in a manner designed to optimize our overall investment returns. We also consider how projects will be financed. For additional information regarding our project financing activities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Financing Requirements."

Prospecting

        Prospecting is the earliest activity in our development process. It occurs before we classify a project as Tier 2. Many projects never reach the Tier 2 category. Prospecting involves a broad, high-level review of potential sites for their suitability for wind energy development. We make our initial assessments of potential sites based on a number of criteria, including wind resource suitability; constructability; access to transmission networks; site size and location; land ownership; and environmental, zoning and other local and state laws and regulations, including available state-sponsored RPS programs. We also consider the capital cost, size and expansion opportunities at a proposed site and our view of the relevant markets for electricity and RECs. Our in-house meteorology, real estate, construction and transmission teams conduct initial reviews of publicly available information, including wind reports, land records, topographical maps and power transmission maps. They also use our proprietary data to identify significant impediments that could result in a project's failure to meet our investment objectives.

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        An important part of the prospecting process is an initial environmental screening, also referred to as a fatal flaw analysis. This is usually conducted using publicly available information, sometimes supplemented with a site visit, to identify documented or readily apparent environmentally sensitive areas. These areas include unique wildlife habitats, wetlands, culturally significant resources and proximity to wildlife reserves, national parks and scenic areas not generally suitable for commercial development. Prospecting may also include a preliminary assessment of a project's potential hazard to aviation safety. Once a site passes this initial review, we begin more detailed site-specific environmental assessments in connection with our permitting efforts and establish constraints for turbine siting and civil and site engineering. These typically include detailed mapping of environmental and cultural resources, studies to determine use of the site by migratory or sensitive wildlife and mapping of adjacent residential and other development, all aimed at our being able to operate a potential project safely without negatively affecting the local environment.

Wind Resource Assessment and Monitoring

        We begin a wind resource assessment at the earliest stage of the development process. We base our initial assessment of the available wind resources on a review of publicly available wind maps. If the results of the initial assessment are positive, we seek to install meteorological towers to obtain long-term site-specific wind data and make wind resource estimates. Our own regional meteorological tower field teams install, maintain and decommission our meteorological towers. As of September 30, 2010, we had meteorological data for over 95% of our development pipeline. Approximately 82% of our meteorological data for our Tier 1 and Tier 2 projects is for one or more years and approximately 72% is for three or more years. Our in-house meteorological team also prepares computer models to estimate potential wind levels. In order to obtain financing, we will also seek third-party assessments at later stages of a project's development.

Land Rights Procurement

        Land rights procurement begins during the prospecting process. Land rights include all necessary agreements (such as leases, options, easements and letters of intent) needed to construct and operate the project, including those associated with turbines, transmission and collection lines, access roads, facilities and any other easements that may be required. We use publicly available data or prior experience to determine if there are any known impediments to securing the land rights we need. From there, we conduct initial meetings with local landowners, government officials, community representatives and residents to gauge community support. If these meetings are favorable, we generally enter into land leases or easements with landowners to secure necessary rights to build on the site, including meteorological towers, roads, electric lines and substations, turbines, operation and maintenance facilities and associated facilities. These contracts usually have an initial term of 20 to 30 years from the commencement of commercial operations with an option for us to extend for an additional 20-year period. They generally require minimum annual lease payments during the development period, minimum payments per turbine or MW during the construction phase, and additional royalty payments based upon a percentage of the project's revenues during the operation phase. In some instances, we enter into option agreements or easements with landowners to obtain access to the project site rights to construct, operate and maintain the wind energy project and/or collection systems and generator leads or other access to transmission facilities. We have projects in development well in excess of our annual targets through 2014, with land rights for approximately 80% of our development pipeline and no known material impediments to obtaining contractual control of the balance.

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Revenue Stabilization

        To make it more likely that a project will meet our investment return objectives and to protect against electricity price volatility, we review the electricity sales alternatives for each project. We decide whether to enter into a long-term PPA with an electric utility or other user, or to sell the power into the market and enter into a long-term financial hedge linked to electricity prices to secure our financial returns and stabilize project revenue streams, or both. For example, in California, we entered into what we believe to be the first third-party long-term, pre-paid PPA with a public utility for a wind energy project, which allowed us to secure our revenue stream and fund construction of the project. We also have a long-term PPA with Harvard University to sell half of the electricity and RECs generated by our Stetson II project. When we can sell our electricity to power markets that are sufficiently liquid, we analyze hedging opportunities available to us later in the development process, such as long-term power swap agreements.

Turbine Procurement

        We have secured sufficient turbines to execute our 2010 project plan. In the past, we entered into commitments to acquire turbines well in advance of deployment. Because we believe the turbine market is currently over-supplied, we have elected not to enter into firm commitments to purchase turbines for projects in our development pipeline after 2010. We believe this gives us flexibility to acquire turbines at attractive prices and on favorable terms. Specifically, we have maintained the right, but not the obligation, to buy turbines from Clipper for up to 633 MW of additional deliveries between 2011 and 2015, subject to the forfeiture of up to $89.5 million in deposits and progress payments that we have made and are scheduled to make to Clipper, if we decide not to buy any additional turbines from them.

        We believe that the recent entry of several turbine manufacturers into the turbine-supply market, coupled with the global economic downturn, has resulted in a global oversupply of turbines. This oversupply has led to a significant downward trend in prices for turbines beginning in 2009. In May 2010, we began a process of seeking requests for proposals from various turbine manufacturers for some of our 2011 and 2012 projects. We believe the fact that we do not have commitments to purchase turbines for projects after 2010 will enable us to capitalize on the weakness in the turbine market and to procure turbines at low prices and on attractive terms.

Transmission and Interconnection

        Since the availability of transmission infrastructure and access to a power grid or network are critical to a project's feasibility, we ascertain transmission capacity from public sources and our own proprietary data during the prospecting stage. If existing transmission infrastructure is available, we attempt to secure access to it when we select a potential site for development either during our prospecting activities or during the Tier 2 stage. We discuss availability with the relevant utilities and file an application with the appropriate independent system operator (ISO) or local electric utility to interconnect with the network. If transmission infrastructure does not exist or is not available for a project, we study the feasibility of developing and constructing our own generator lead. We built a 200 MW-rated 38-mile 115 kV generator lead in Washington County, Maine as part of our 57 MW Stetson I project. This provides sufficient excess capacity to accommodate up to 140 MW of expansion projects, including our 26 MW Stetson II project, which commenced commercial operations in March 2010, and our 60 MW Rollins expansion project, which is under construction. In Beaver and Millard Counties, Utah, we developed and built an approximately 88-mile 1,000 MW-rated 345 kV generator lead, with sufficient capacity to accommodate up to 750 MW of our expansion projects, including our 102 MW Milford II project, which is under construction.

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Permitting

        Once we have selected a site, we begin the permitting process with relevant local, state and federal government agencies. This process includes identifying required permits; holding preliminary informational meetings with permitting agencies and stakeholder groups; determining the studies needed for permit applications and conducting the studies; preparing environmental permitting and disclosure reports; participating in public meetings; responding to information requests; and seeking project approval. We also complete preliminary design engineering, taking into account environmentally sensitive areas to avoid or minimize adverse impacts. Because the permitting process is costly and time consuming, we review all aspects of the project, including our projected investment returns, before committing significant resources to these efforts. To date, we believe we have received all material permits for our operating/under-construction projects.

Local

        Permitting at the local municipal or county level often consists of obtaining a special use or conditional use permit under a land use ordinance or code, or, in some cases, rezoning in connection with the project. Obtaining a permit usually depends on our demonstrating that the project will conform to development standards specified under the ordinance so that the project is compatible with existing land uses and protects natural and human environments. To facilitate this process, we work to build a positive relationship with the community and address any concerns. We also create project-specific websites and host community outreach meetings to provide the community with pertinent information.

State

        Our projects are often subject to state-level permitting requirements. These requirements may include comprehensive environmental reviews or may be limited to a specific regulatory program, or may involve both. State level comprehensive reviews typically take from six to 24 months from the date of filing to approval. Additional approvals may be required for specific aspects of a project, such as stream or wetland crossings, storm water management and highway department authorizations for oversize loads and state road closings during construction. Permitting requirements related to transmission lines may be required in certain cases.

Federal

        Projects may also require federal approvals related to the potential effect of projects on aviation, the environment, endangered species and navigable waters. For additional information regarding required regulatory and environmental reviews, permits and laws, see "—Regulatory Matters" and "—Environmental Regulation."

        Once a permit or other governmental approval has been granted, it may be appealed or challenged. The amount of time that may be needed to resolve an appeal can vary considerably.

Engineering, Procurement and Construction Oversight; Commissioning

        We manage the design and construction of our projects. Construction consists of turbine installations, substation construction, interconnection work, construction of the rest of the facility, referred to as balance of plant, and, in certain cases, construction of long generator leads to connect our facility to a third-party electrical grid or network. We generally outsource turbine installation and the remaining construction to outside contractors. The contractors provide the management, supervision, labor, certain materials, tools, engineering, mobilization, testing and demobilization required to construct the project. Construction typically takes approximately seven to 15 months, with adverse weather conditions causing the largest variation in estimated completion dates. Our employees

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supervise and oversee all aspects of construction. Commissioning occurs immediately prior to the completion of a wind energy project. It involves testing each turbine's operation and integration within the project and to the transmission system.

Operations and Maintenance; Asset Management

        Once commissioning is completed, the turbine supplier typically operates and maintains the turbine under a two to five-year operating agreement that runs concurrently with the turbine warranty. Such operating agreements usually include a guarantee of a turbine's availability to generate electricity a specified percentage of the time. The level of electricity generation covered by the availability guarantees is usually lower during the first several months of operation to allow for issues arising during the initial operation of newly-installed turbines that need to be addressed. While the turbine manufacturer is on-site operating and maintaining the turbines, we oversee the project, including management of the turbine suppliers; compliance with NERC, FERC, ISO, regional transmission organization (RTO) and state regulations; relations with landowners; and maintenance of insurance policies. Following the expiration of the supplier operating agreements, we may operate and maintain the turbines directly unless we extend existing manufacturer agreements or enter into new service agreements with other third parties. We have established two data analysis control centers in Temecula, California and Boston, Massachusetts, which control the operations of our turbines at all times.

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Project Financing

        The chart below provides a generic illustration of the various project finance structures we typically employ as a wind energy project moves through its lifecycle, from development to construction and finally into operation. As illustrated below, the final financing structure differs depending on whether we elect to monetize the project's PTCs in the form of a tax equity financing or instead apply for an ARRA grant:

Lifecycle of a Typical Project Financing

Note:    The sizes of the figures in this diagram are not indicative of relative amounts financed.

(1)

The need for a turbine supply loan depends on the conditions of the turbine market, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Turbine Supply and Pricing."

Development and Turbine Financing

        We have historically funded our project development expenses with equity. These costs primarily consist of land assembly, permitting activities, interconnection studies, meteorological studies, PPA negotiations and community outreach. In the future, we expect to fund the development of our projects with a combination of existing cash, cash flows from operations, debt financings and the proceeds of this offering.

        Historically we have needed to secure turbine orders at an early stage of a project's development. We used turbine supply loans to finance approximately 70%-80% of turbine progress payments, in advance of actual construction. This practice was prevalent in our industry due largely to excess demand for turbines and long lead times. These conditions have eased. We believe that, as a result of recent changes in the turbine supply market, turbine supply loans will not be required for the foreseeable future. This may require us to make a larger initial equity investment. However, we expect

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that our need to make long-term capital commitments to turbine purchases far in advance of anticipated delivery will be reduced.

Construction Financing

        Once a project moves to the construction phase, we typically use a combination of equity capital and construction loans to finance the construction of the project. Proceeds from the construction loan fund construction and installation costs, including retirement of related turbine supply loans, through commencement of commercial operations. Construction loans are short-term and typically appear as current debt on the balance sheet; however, as a prerequisite to funding, a construction lender usually requires that there be a committed term financing at commencement of commercial operations, which mitigates refinancing risk.

Long-term Financing

        Once a project has commenced commercial operations, we currently finance the majority of a project's costs through a combination of the ARRA grants, term loans, and tax equity financing transactions, and prepayments for energy, the proceeds of which are used to retire the construction loans and, in some cases, provide for a return of a portion of equity capital. The percentage of each of these forms of financing varies by project.

The ARRA Grants

        A recent development in financing our projects is the availability of U.S. Treasury grants under the ARRA. These grants are provided in lieu of the ITC and cover 30% of ITC-eligible project costs, namely the costs of constructing energy-producing assets, which are usually approximately 90% of a project's total cost. Grants are available for projects placed in service in 2009 and 2010. Projects that commence construction in 2009 or 2010 and are placed in service before 2013 are also eligible. In 2009, we received ARRA grants of approximately $115 million for our Stetson I and Cohocton projects and in March 2010, we received an ARRA grant of approximately $120 million for our Milford I project, which became operational in November 2009. Additionally, in June 2010 we received an ARRA grant of approximately $19 million for our Stetson II project, which became operational in February 2010.

Term Loans

        A form of non-recourse project finance debt, term loans are sized against project-level cash flows and typically fully amortize in 10 to 12 years. We believe term loans at our operating projects are our least expensive and most attractive source of capital. We have historically used term loans to finance our projects on both a standalone basis and in combination with tax equity. We have also used multiple levels of term debt, as is the case with Cohocton, Stetson I, Stetson II and Steel Winds I, which have been financed by a combination of senior debt at the project level as well as structurally subordinated debt at CSSW, LLC, our subsidiary that owns Cohocton, Stetson I, Stetson II and Steel Winds I.

Tax Equity

        Tax equity is a structured finance product that allows a wind energy project owner to monetize tax attributes that exceed the owner's federal income tax liability. The most common structure is through a "partnership flip" transaction where the project owner sells a noncontrolling ownership interest in the project subsidiary to an investor. The investor is typically allocated 99% of the tax attributes and most of the project's cash flows until it reaches a target internal rate of return, after which the investor's ownership interest in the project drops to a nominal value, usually 5%, and the owner of the controlling interest has an option to repurchase the investor's remaining interest at the then-current fair market value. Tax equity partnerships are extremely important for PTC structures, but less important

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for ARRA grant structures, where the grant effectively monetizes the tax credit through a cash payment to the project owner. However, tax equity structures may be utilized in combination with the ARRA grant to monetize accelerated depreciation benefits.

How We Classify Our Projects

        We classify our projects into the following three categories based on their stage of development:

•

Operating/under-construction;

•

Tier 1; and

•

Tier 2.

        We use these categories to estimate our annual installed capacity and energy generation and for planning purposes, including allocation of capital to projects. We engage in prospecting activities, involving a broad, high level review of potential sites that may be suitable for wind energy development. We do not include these prospecting activities in our pipeline.

        We assess our projects during each of these stages to determine or confirm their suitability for development. We commit resources to those projects in which we have a high level of confidence. We often decide not to proceed with projects as a result of one or more factors. These decisions primarily occur during prospecting or the Tier 2 stage, but can occur during any developmental stage. We regularly look at and actively consider, but ultimately decide to abandon, many projects representing possible capacity several times larger than the capacity in our development pipeline. The development and construction of wind energy projects involve numerous risks and uncertainties, some of which are beyond our control, and these risks and uncertainties may prevent projects in our current pipeline from reaching completion. We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry."

Operating/Under-Construction Projects

        Our operating projects have finished construction and commissioning and have achieved their commercial operations date. We currently have seven operating projects with 504 MW of capacity. By the end of 2010, our goal is to have six additional projects with 268 MW of capacity operating or under construction. Four of these projects (totaling 232 MW) are under construction. Our ability to achieve this goal is subject to numerous risks and uncertainties. See "Risk Factors."

Tier 1 Projects

        At September 30, 2010, KWP II was our only Tier 1 project. We believe we will complete each of our Tier 1 projects. For a project to reach the Tier 1 stage, we must have completed or be in the process of completing the key development activities. For us to classify a project as Tier 1, all or substantially all of the following milestones must have been achieved:

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Land Rights—We have secured land rights for the project site or, if the project is on federal or state land, we have applied for such rights, and the commercial terms for leases and easements have been agreed to and title commitments are being finalized;

•

Wind—We have collected wind meteorological data, and our final wind analysis and the third-party confirmation necessary to secure construction financing are underway;

•

Power Sales—We have executed, or are in the final stage of negotiating, PPAs or we are evaluating hedging alternatives if power would be sold into liquid power markets;

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•

Turbines—Turbines have been contracted and scheduled for delivery in accordance with the project design and construction timeline;

•

Transmission—We have received an engineering design that specifies our transmission needs, including the costs and completion date, and the transmission capacity has been confirmed;

•

Interconnection—We have made a final determination of the facilities required to connect the project with the transmission system and of the cost and time needed to build these facilities;

•

Economics—We have confirmed the estimated cost of building the project and conducted an economic analysis, and are finalizing a financial plan for construction; and

•

Permits—We have received, filed or are near filing all necessary permits and we have a high degree of confidence that the permits and approvals will be received.

Tier 2 Projects

        As of September 30, 2010, we had an aggregate of approximately 4,000 MW of potential capacity that we classify as Tier 2 projects. Projects included in the Tier 2 category have met all or substantially all of the following milestones:

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Land Rights—We have secured the critical land rights for the project site through leases or options to lease or we have determined that there are no known material impediments to securing land rights and, in many instances, we have secured a critical mass of land for the project site;

•

Wind—We have developed preliminary wind resource estimates based on data from meteorological towers, internal screenings and proprietary data or we have completed a desktop review of wind resources;

•

Power Sales—Either marketing and bidding for potential PPAs for those projects that do not have access to liquid power markets has occurred; or for projects newly classified as Tier 2, we have identified potential counterparties to PPAs for those projects that do not have access to liquid power markets;

•

Turbines—For late stage Tier 2 projects we have finalized our turbine selection for the project; otherwise we will determine if there is a suitable turbine available;

•

Transmission—Either the transmission utility is assessing the adequacy of the transmission system to deliver power, unless the project will be selling power at the point of interconnection; or for projects newly classified as Tier 2 we have completed a desktop feasibility review, have identified a potential transmission path to deliver electricity to the market, and have completed a fatal flaw analysis;

•

Interconnection—Either the transmission utility is assessing the ability to connect the project to the transmission system, which results in a system impact study; or for projects just getting promoted to Tier 2 we have submitted a request to connect the project to the transmission system or a third-party has prepared a preliminary evaluation of the system impact and the costs of interconnection;

•

Economics—We have completed an economic analysis with assumptions based on preliminary wind resource estimates and preliminary capital cost estimates; or for projects just getting promoted to Tier 2 we have completed initial economic analysis indicating that the project is likely to meet our financial return requirements; and

•

Permits—Except for projects just being promoted to Tier 2, we have identified the critical permitting path, established initial contact with project stakeholders and are conducting the

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environmental and pre-construction studies as necessary for the permitting process. In the case of projects just being promoted to Tier 2, we have completed a permitting risk analysis and have not identified any significant issue in our fatal flaw analysis, and in many instances have initiated basic engineering designs and construction feasibility analysis and have begun discussions with key project stakeholders.

        A summary of the land under contract, wind data and environmental assessment status for each of the Tier 1 and Tier 2 projects in our development pipeline at September 30, 2010 is set forth below.

Stage of Development		Land Under Contract			% of MW with more than One Year of Wind Data			% of MW with more than Three Years of Wind Data			Early-Stage Environmental Screening
Tier 1			Note			100	%		100	%		100	%
Tier 2			80	%		82	%		72	%		100	%
	Combined		80	%		82	%		72	%		100	%

Note:

For our only Tier 1 project, KWP II, we are negotiating with Hawaii's Department of Land and Natural Resources for a directed lease agreement.

Our Portfolio of Wind Energy Projects

Operating Projects

Cohocton

        Cohocton is a 125 MW project in Steuben County, New York. Cohocton commenced commercial operations in January 2009. The project consists of 50 2.5 MW Clipper turbines. Cohocton is the second largest wind project in the state of New York. Similar to Mars Hill (described below), Cohocton qualifies a portion of its energy for New England RECs. The project provides local benefits to the community through property tax revenue and economic development, along with local renewable power sales.

        We sell energy from Cohocton to NYISO Zone C for floating power prices. To stabilize Cohocton's electricity revenue, we entered into a swap with an affiliate of Citigroup for approximately 75% of expected generation through the end of 2020. 40% of the Cohocton RECs were sold to Citigroup under a long-term contract and 15% are sold to various other counterparties. These RECs are New England RECs since we wheel the related generation to New England. 40% of the Cohocton RECs are sold as New York RECs to NYSERDA under a long-term agreement.

        Cohocton was among the first recipients of an ARRA grant, receiving approximately $75 million in September 2009. The remainder of our construction costs at Cohocton are financed with a combination of senior project debt from HSH Nordbank and Norddeutsche Landesbank Girozentrale and structurally subordinated debt of CSSW, LLC. Our total installed development and construction costs for Cohocton were approximately $280 million, including approximately $10 million of financing-related costs. We estimate Cohocton's long-term average NCF will be approximately 25% to 27%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Kaheawa Wind Power I (KWP I)

        KWP I is a 30 MW project in the West Maui Mountains of Maui, Hawaii, that commenced commercial operations in June 2006. The project consists of 20 General Electric (GE) 1.5 MW turbines. The development rights to KWP I were purchased by First Wind in June 2004 after several other developers had been unable to complete the project. We believe our success in developing KWP I stems from our partnering with local stakeholders and finding creative permitting solutions. For

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example, we entered into what we believe is the first habitat conservation plan that protects endangered species with respect to a wind project in the United States. Today, we operate a 1 MW prototype battery at KWP I to help stabilize wind energy output given Maui's small electricity grid. We undertook this battery program in cooperation with MECO to prepare for our expansion plans at KWP I.

        KWP I has a 20-year PPA for power and RECs with MECO with a remaining term of 16 years. The PPA is 70% fixed price and 30% floating price at MECO's avoided cost, which historically is correlated to oil prices. In January 2010, MECO's avoided cost was approximately $135/MWh. To stabilize revenues on the floating portion of the contract, we entered into an oil swap with HSH Nordbank. This swap expires at the end of 2013. KWP I qualified for and receives PTCs and MACRS depreciation, along with cash payments under its PPA, and is currently financed with a tax equity investment from JP Morgan. An unrelated third party owns 49% of the common equity relating to KWP I. Our total installed development and construction costs for KWP I were approximately $65 million, including approximately $5 million of financing-related costs such as capitalized interest, fees, and other costs related to turbine supply loans, construction loans, and term financing. We estimate KWP I's long-term average NCF will be approximately 41% to 43%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Mars Hill

        Mars Hill is a 42 MW project located in Mars Hill, Maine, that commenced commercial operations in March 2007. The project consists of 28 GE 1.5 MW turbines. At the time of its commissioning, Mars Hill was the largest utility-scale wind project in New England until we commissioned our Stetson I project. We believe Mars Hill is also unique in its transmission arrangement, which allows it to provide local benefits to the community through property tax revenue and economic development while qualifying its energy for the majority of the New England REC market.

        Our Energy Management Service Agreement with New Brunswick Power Corporation (NB Power), which expires at the end of 2011, provides for the wheeling arrangement as well as NB Power's purchase of our electricity. Our RECs are sold separately to various counterparties. Mars Hill qualified for and receives PTCs. It is currently financed with a tax equity investment from JP Morgan and Wells Fargo, and a term loan from HSH Nordbank. Our total installed development and construction costs for Mars Hill were approximately $95 million, including approximately $5 million of financing-related costs. We estimate Mars Hill's long-term average NCF will be approximately 35% to 37%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Milford I

        Milford I is a 204 MW project in Beaver and Millard Counties, Utah, located approximately 200 miles southwest of Salt Lake City. Milford I commenced commercial operations in November 2009. The project consists of 39 GE 1.5 MW turbines and 58 2.5 MW Clipper turbines (58.5 MW GE and 145 MW Clipper). As part of the Milford I project we also constructed an 88-mile, 1000 MW, 345 kV generator lead to interconnect to Intermountain Power Plant, a 1.9 GW coal-fired power plant in Delta, Utah. Securing right-of-way for this generator lead required gaining permission from more than 20 landowners and numerous permitting authorities. We sized the capacity of our line at 1,000 MW to accommodate future expansions, including our 102 MW Milford II project which is under construction.

        Intermountain Power Plant is electrically connected to the Los Angeles Department of Water & Power control area via the STS transmission line, a 500 kV direct current line that services the Los Angeles basin. By interconnecting our Milford project at Intermountain Power Plant, we are able to use the existing STS transmission line and provide renewable power directly to the Southern California market. We executed a 20-year PPA for Milford I with SCPPA in 2007 to sell 100% of our power and

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RECs at fixed prices. The PPA includes a prepayment for a portion of the annual expected generation and ongoing payments for the remainder of the electricity, plus additional payments for RECs and reimbursements of certain operating costs. We believe the prepayment feature of the PPA is innovative and allowed us to lower our cost of capital for financing the project. We believe this benefit was passed on to consumers in the form of a reduced power price. SCPPA has an option to purchase Milford I in November 2019. In March 2010, we received an ARRA grant of approximately $120 million for Milford I. An unrelated third party has an 8% interest in the results of operations of Milford I. Our ownership of Milford I is subject to a tax equity financing. Our total installed development and construction costs for Milford I were approximately $505 million, including approximately $55 million of financing-related costs. These costs also included the 88-mile, 1,000 MW generator lead, which we expect will benefit our future expansion projects. We estimate Milford I's long-term average NCF will be approximately 24% to 26%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Steel Winds I

        Steel Winds I, which commenced commercial operations in June 2007, is a 20 MW project on the shores of Lake Erie in Lackawanna, New York, just south of Buffalo. The larger site on which the project is located was formerly a steel mill. The project consists of eight 2.5 MW Clipper turbines, the first turbines Clipper produced. We undertook this project primarily as a means of testing and gaining operating experience with the Clipper wind turbines. The project's relatively small size allowed us to initially finance the project with 100% equity, which provided more flexibility as we worked with Clipper to understand the technology and deal with start-up issues that can be common in new turbine designs. We anticipate expanding Steel Winds I in 2010 with our 15 MW Steel Winds II project, which we believe will introduce benefits of scale.

        For power at Steel Winds I we receive floating power prices within NYISO Zone A. To stabilize this revenue, we entered into a swap with an affiliate of Morgan Stanley. The volume of this swap is approximately 95% of Steel Winds' expected output. This hedge expires at the end of 2016. In January 2010, we entered into a five-year PPA with an affiliate of Just Energy Income Fund for all RECs from the project. Steel Winds I qualifies for PTCs and MACRS depreciation and receives cash payments for electricity and RECs. Our total installed development and construction costs for Steel Winds I were approximately $35 million and are financed by a combination of equity and structurally subordinated debt of CSSW, LLC. We estimate Steel Winds I's long-term average NCF will be approximately 29% to 31%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Stetson I

        Stetson I is a 57 MW project in Washington County, Maine located approximately 60 miles from our Mars Hill project. Stetson I became operational in January 2009. The project consists of 38 GE 1.5 MW turbines. When commissioned, Stetson I replaced Mars Hill as the largest wind energy project in New England. As part of the Stetson I project we also constructed a 38-mile, 200 MW, 115 kV generator lead to interconnect to the ISO-NE power grid. Securing right-of-way for this generator lead required us to obtain rights through more than 95 easements, deeds, permits, licences and other agreements. We overbuilt the capacity of our transmission line by 140 MW to accommodate future expansions, 26 MW of which is now being used by our Stetson II project and 60 MW of which is available for our Rollins project, which is under construction. Operations at our Stetson I project were temporarily interrupted due to a transformer malfunction in February 2010.

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        Because Stetson I connects directly into ISO-NE, all of its generation qualifies for New England RECs. We sell those RECs to numerous counterparties, similar to Mars Hill and Cohocton. Power from Stetson I is sold separately directly into ISO-NE, where we receive a floating price at the point of sale. Our point of sale has historically traded at a modest discount to Mass Hub, a liquid hub where electricity is traded. To stabilize our electricity revenue, we entered into a 10-year fixed-for-floating financial swap with an affiliate of Constellation Energy Group. This swap hedges approximately 70% of the expected output of Stetson I and a portion of the expected output from Stetson II. Stetson I was among the first projects for which an ARRA grant was given. We received approximately $40 million in September 2009. The remainder of the project is financed with a combination of senior project debt and subordinated debt of CSSW, LLC. Our total installed development and construction costs for Stetson I were approximately $175 million, including approximately $15 million of financing-related costs. These costs also include the cost of the 38-mile, 200 MW generator lead. We estimate Stetson I's long-term average NCF will be approximately 30% to 32%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Stetson II

        Stetson II is a 26 MW expansion project in Washington County, Maine. Construction on Stetson II began in October 2009, and we commenced commercial operations in March 2010. The project consists of 17 GE 1.5 MW turbines. Stetson II uses our existing infrastructure at Stetson I, including our generator lead, substation and interconnection equipment. Half of Stetson II's electricity and RECs is being sold to Harvard University under a long-term PPA. The other half is being sold directly into ISO-NE. The revenue from the majority of this portion of Stetson II's output is hedged with a financial swap. The majority of remaining REC volumes will be sold to Citigroup Energy, Inc. under a 10-year contract. Approximately 80% of Stetson II's expected electricity and REC output is covered by a PPA or otherwise hedged through 2019. Our total installed development and construction costs for Stetson II was approximately $70 million, including approximately $10 million of financing-related costs. We estimate that Stetson II's long-term average NCF will be approximately 27% to 29%. We received an ARRA grant of approximately $19 million for Stetson II in June 2010.

        For more information about our operating projects see "Management's Discussion and Analysis of Financial Condition and Results of Operations."

2010 Projects

        We discuss below the projects we have under construction or plan to place in construction by the end of 2010. Four of our 2010 projects are under construction. Of the remaining 2010 projects, KWP II is a Tier 1 project and Steel Winds II is a Tier 2 project.

Kaheawa Wind Power II (KWP II)

        KWP II is a 21 MW expansion project adjacent to our KWP I site on Maui. The project will consist of 14 GE 1.5 MW turbines. KWP II will connect to MECO's 69 kV transmission system, which crosses the KWP I and II sites. We are negotiating with Hawaii's Department of Land and Natural Resources for a directed lease agreement. We have signed a long-term PPA for the project's electric power and RECs with MECO. The PPA is subject to approval by the Hawaiian PUC. Permitting of the project is in progress and we are currently preparing a Habitat Conservation Plan in support of the incidental-take authorization.

        For this project to meet our return expectations, we need to use a battery system to help mesh the output of the project with the grid. We need the battery system to stabilize the amount of power available from the project and limit curtailment because Maui has a small electricity grid. While initial testing of the battery system has been positive, we cannot be sure the battery system will perform

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adequately. We believe if we are successful in coupling battery technology with our wind energy projects, it would be a competitive advantage for us. An unrelated third party owns 8% of the common equity relating to KWP II. We estimate that our total installed development and construction costs for KWP II will be approximately $115 million, including financing-related costs. This cost estimate also includes the battery energy storage system. We estimate that KWP II's long-term average NCF will be approximately 32% to 35%.

Kahuku

        Kahuku is a 30 MW project on land we own on the north shore of Oahu, Hawaii. We began construction of this project in July 2010. The project will consist of 12 Clipper 2.5 MW turbines. Kahuku will connect directly into the Hawaii Electric Company's (HECO) transmission system through a transmission line that transects the project area. A 20-year fixed-price PPA has been executed with HECO and approved by the Hawaiian PUC.

        We plan to incorporate a battery system for storage, similar to KWP II, as part of the Kahuku project. In July 2010, we entered into a $117 million construction and term loan facility guaranteed by the DOE under Section 1703 of ARRA to help finance construction of our Kahuku project. An unrelated third party owns 8% of the common equity relating to Kahuku. We estimate that our total installed development and construction costs for Kahuku will be approximately $145 million, including financing-related costs, the cost of the land we purchased and the battery energy storage system, but excluding reserves. We estimate that Kahuku's long-term average NCF will be approximately 30% to 32%.

Milford II

        Milford II is a 102 MW expansion project in Beaver and Millard Counties, Utah, adjacent to our Milford I project. We began construction of this project in July 2010. It will consist of 68 GE 1.5 MW turbines and will use our existing infrastructure, including our substation, interconnection, equipment, 88-mile generator lead and site personnel. Milford II will transmit power over the generator lead we had built as part of our Milford I project. The project will be located on land owned by the Bureau of Land Management, the State of Utah and private landowners. We have entered into lease agreements with these landowners for terms of at least 30 years with various options to renew. We have received a right-of-way grant from the Bureau of Land Management (BLM) and are in the process of securing additional County permits.

        We anticipate that the project will sell all of its output into the Southern California market pursuant to a PPA with SCPPA. We believe the PPA will be executed in the fourth quarter of 2010, following municipal approval. We anticipate the PPA will have a prepayment feature similar to that in the Milford I PPA and a 20-year term starting when Milford II commences commercial operations. We also expect that SCPPA will have an option to purchase Milford II as early as the seventh anniversary after it commences commercial operations. An unrelated third party owns 20% of Milford II, subject to our right to purchase 10% of the equity from the third party for a pre-determined price. We estimate that our total installed development and construction costs for Milford II will be approximately $275 million, including financing-related costs. We estimate that Milford II's long-term average NCF will be approximately 24% to 26%.

Rollins

        Rollins is a 60 MW expansion project in Penobscot County, Maine, on which construction began in September 2010. It will consist of 40 GE 1.5 MW turbines and include an approximately 8-mile 115-kV generator lead that will tie into our existing 38-mile generator lead that serves the Stetson I and Stetson II projects. We have leased the land on which Rollins is located from private landowners under

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lease agreements with 25 to 27 year terms and options to extend the leases for an additional 20 years. We have a final interconnection agreement for this project with ISO-NE and Bangor Hydro Electric Company and we believe we have received all necessary approvals to deliver power through the Stetson lead to the New England grid.

        All of Rollins' energy and capacity will be sold to two utilities in Maine under 20-year PPAs, whose terms begin when Rollins commences commercial operations. The project's RECs will be sold separately in New England to various counterparties. We estimate that our total installed development and construction costs for Rollins will be approximately $180 million, including financing-related costs. We estimate that Rollins' long-term average NCF will be approximately 29% to 31%.

Sheffield

        Sheffield is a 40 MW project in Sheffield, Vermont, on which construction began in September 2010. It will consist of 16 2.5 MW Clipper turbines. We have entered into lease agreements with private landowners with 23 to 27-year terms and options to extend the leases for an additional 20 years. We executed a final interconnection agreement for this project with ISO-NE and Vermont Electric Power Company in April 2008 and we believe we have received all necessary approvals to connect directly into ISO-NE through a generator lead that transects the project area. For our Sheffield project, we obtained the first Certificate of Public Good granted by the Vermont Public Service Board for a utility-scale wind energy project since 1996. Our construction storm water permit issued by the Vermont Agency of Natural Resources was affirmed upon appeal. The appellants have since filed a motion for reconsideration of that decision. We cannot predict the outcome of this motion.

        We have negotiated and received approval to enter into four PPAs with three Vermont utilities: two PPAs with VEC, one with BED and one with WEC. The PPAs with VEC include a 10-year contract for 25% of the electricity and RECs generated by the project and a 20-year contract for 25% of the electricity generated during the first 10 years and 50% of the electricity generated during the last 10 years. The PPA with WEC includes a 20-year contract for 10% of the electricity and RECs generated by the project, and the PPA with BED includes a 10-year contract for 40% of the electricity and RECs generated. During the subsequent 10 years following the BED PPA, the remaining 40% of the electricity and RECs generated is not contracted. We estimate that our total installed development and construction costs for Sheffield will be approximately $115 million, including financing-related costs. We estimate that Sheffield's long-term average NCF will be approximately 29% to 31%.

Steel Winds II

        Steel Winds II is a 15 MW expansion project in Lackawanna, New York. It will consist of six 2.5 MW Clipper turbines and will use our existing infrastructure, including interconnection equipment and site personnel. We are currently in the process of securing the necessary land and other rights to conduct and operate the project. The project's System Reliability Impact Study and Facilities Study are complete and we are working towards an interconnection agreement with NYISO and National Grid. While we continue to evaluate alternatives, we anticipate selling power from Steel Winds II directly into the market through NYISO Zone A and will seek to hedge our revenue with a financial swap. In March 2010, we were awarded a 10-year contract by NYSERDA for 95% of the RECs generated by Steel Winds II. We estimate that our total installed development and construction costs for Steel Winds II will be approximately $40 million, including financing-related costs. We estimate that Steel Winds II's long-term average NCF will be approximately 28% to 30%.

2011 Projects

        Our goal is to add approximately 200 MW to 250 MW of operating/under-construction capacity in 2011, which would result in our having a total of approximately 1,000 MW of operating/under-construction projects by the end of 2011. As described below, the four projects we are developing for

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possible construction in 2011 span our three regions: the Northeast, West and Hawaii, and represent between 275 MW and 300 MW of aggregate capacity. We discuss below the projects that we target for construction in 2011. Each of these projects is a Tier 2 project. Since the timing of construction starts is difficult to predict and is subject to numerous risks and uncertainties, some of these projects may not commence construction until after 2011 or at all. Even once a project commences operations, it may not meet our original expectations about how much energy it will generate or the returns it will achieve. In addition, we may place projects into construction in 2011 that are not in our current pipeline. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry."

Bull Hill

        Bull Hill is an approximately 30 MW project in Hancock County, Maine. The project site includes existing transmission capabilities. We have all of the land rights we expect to need for this project and have completed environmental screening for it. We also have over three years of meteorological data for the project. We will seek long-term revenue agreements with a utility or other customers for the energy from Bull Hill.

Kawailoa

        Kawailoa is an approximately 70 MW project on Oahu, Hawaii. Upon completion, we expect it would be the largest wind-energy project in Hawaii. We have all of the land rights we expect to need for this project and have completed environmental screening for it. We also have over three years of meteorological data for the project. We are currently negotiating a PPA with a utility for the energy from Kawailoa.

Oakfield

        Oakfield is an approximately 100-125 MW project in Aroostook County, Maine. Upon completion, we expect that it will be our largest wind-energy project in Maine. The project will include an approximately 60 mile generator lead to the interconnection point for our Stetson I and II projects and our Rollins project. We have approximately 90% of the land rights we expect to need for this project and have completed environmental screening for it. We also have over three years of meteorological data for the project. We will seek long-term revenue agreements with utilities or other customers for the energy from Oakfield. One of our permits for Oakfield is under appeal. We cannot predict the outcome of that appeal.

Palouse

        Palouse is an approximately 70 MW project in Whitman County, Washington. We have all of the land rights we expect to need for this project and have completed the environmental screening for it. We also have over three years of meteorological data for the project. We will seek long-term revenue agreements with utilities or other customers for the energy from Palouse.

California

        We have entered into an option agreement to purchase wind energy assets that relate to a possible 20 MW project being developed in California. We cannot predict when or whether we would acquire these assets or complete this project.

2012 Projects

        Our goal is to add between 200 and 400 MW of operating/under construction projects in 2012. Each of these projects is a Tier 2 project and is generally less advanced than our 2011 projects. Since the timing of construction starts is difficult to predict, especially for projects planned for construction

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so far in advance, and is subject to numerous risks and uncertainties, some of these projects may not commence construction until after 2012, or at all. Even once a project commences operations, it may not meet our original expectations about how much energy it will generate or the returns it will achieve. In addition, we may place projects into construction in 2012 that are not in our current pipeline. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry."

Baseline

        Baseline is an approximately 350 MW project in Gilliam County, Oregon. We have all of the land rights we expect to need for this project and have completed environmental screening for it. We also have over three years of meteorological data for the project. We will seek long-term revenue agreements with utilities or other customers for the energy from Baseline.

Bingham

        Bingham is an approximately 115-130 MW project in Somerset County, Maine. We have substantially all of the land rights we expect to need for this project and have completed preliminary environmental screening. We also have over two years of meteorological data for the project. We will seek long-term revenue agreements with utilities or other customers for the energy from Bingham.

Bowers

        Bowers is an approximately 60 MW expansion project in Penobscot and Washington Counties, Maine. We expect Bowers to connect to our 38-mile generator lead that serves our Stetson I and Stetson II projects. We have substantially all the land rights we expect to need for this project and have completed preliminary environmental screening. We also have over two years of meteorological data for the project, as well as extensive meteorological data from our nearby Stetson projects. We will seek long-term revenue agreements with utilities or other customers for the energy from Bowers.

Milford III

        Milford III is an approximately 300 MW expansion project in Beaver and Millard Counties, Utah. We have all the land rights we expect to need for this project. The project is adjacent to our Milford I and II projects and will use our existing infrastructure, including our substation, interconnection, equipment and 88-mile generator lead. We will seek long-term revenue agreements with utilities or other customers for the energy from Milford III.

Competition

        While we compete with owners of electrical generation assets, including owners of fossil fuel generation assets, we believe our primary competitors are developers and operators focused on renewable energy generation. Renewable energy sources, including wind, biomass, geothermal and solar, currently benefit from various governmental incentives such as PTCs, ITCs, cash grants and loan guarantees, RPS programs and associated RECs and accelerated tax depreciation. Many of these incentives are not available with respect to energy generated from fossil fuels. More specifically, we believe our primary competitors among generators of renewable energy are developers and operators of wind energy projects, given the wide range of technical and economic differences between the various forms of renewable energy.

        In the wind energy sector, competition occurs primarily during the development stages of a wind energy project rather than during a project's operational phase. As discussed in "Risk Factors," wind energy projects require wind conditions that are found in limited geographic areas and at particular sites. Projects must also interconnect to electricity transmission or distribution networks to deliver electricity. We compete with other developers for desirable sites and for the ability to connect to

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transmission or distribution networks. Because the wind energy industry in the United States is at an early stage, we also compete with other wind energy developers for personnel with requisite industry knowledge and experience.

        We can sell the electricity from our wind energy projects located near liquid power markets at wholesale market prices. In that case, we are price takers selling an undifferentiated commodity product, electricity, excluding the RECs associated with our electricity. Depending on the regulatory framework and market dynamics of a region, we may also face competition in bidding for long-term PPAs. If our power is expected to be sold pursuant to a PPA, we may compete with other wind energy companies, as well other renewable energy generators and electricity producers in general, when we bid on or negotiate for a PPA.

        The wind energy industry has a range of developers, including large integrated independent power producers and established European producers, many of whom have greater financial and other resources than we do. While our pipeline spans several regions across the country, including the Northeastern and Western regions of the continental United States and Hawaii, we have not achieved the scale of many of the larger wind energy producers.

Suppliers

        Turbines are the primary equipment of a wind energy project and turbine costs represent the majority of our project investment costs. Our turbine supply strategy has changed as the market became oversupplied. Instead of entering into commitments to acquire turbines well in advance of deployment, we now intend to acquire turbines relatively close to planned installation dates to avoid financing costs and potential storage costs as well as depletion of the warranty coverage. To date, we have purchased turbines from GE and Clipper. GE and Clipper have supplied us with turbines with aggregate generating capacity of 401 MW and 375 MW, respectively. We have the right but not the obligation to acquire from Clipper additional turbines with aggregate generating capacity of 633 MW through 2015. We have paid Clipper approximately $60 million in deposits and progress payments towards turbine purchases from 2011–2015 and intend to pay approximately $30 million more in deposits and progress payments through January 15, 2011. If we elect for any reason not to acquire any additional turbines from Clipper, we will forfeit the pro rata portion of these deposits and progress payments corresponding to the schedule of future turbine purchases: $38.6 million for turbines scheduled to be purchased in 2011, $17.9 million for 2012, $10.7 million for 2013, $13.4 million for 2014 and $8.9 million for 2015.

        When we purchase turbines, we also enter into warranty agreements with the manufacturer. Warranties provide protections against costs associated with turbine non-performance. Warranties are typically two to five years in duration from the earlier of (i) 12 to 24 months from delivery or (ii) turbine commissioning. These warranties typically include a power curve warranty, which requires the manufacturer to pay liquidated damages if turbine output falls below a specified level at certain wind speeds and an availability warranty, which ensures the reliability of the turbines for electrical production. We also typically receive a sound level warranty. All liquidated damages payable under these warranties are subject to aggregate maximum caps. Finally, we receive a standard warranty with respect to the workmanship of the turbine equipment.

        Other important suppliers include engineering and construction companies, with whom we contract prior to construction of our projects to perform civil engineering and electrical work as well as to build the required infrastructure. We believe there are a sufficient number of capable engineering and construction companies available in our markets to meet our needs.

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Customers

        We sell electricity and associated RECs primarily to local utilities and institutions under multi-year PPAs or in local liquid ISO markets. For the year ended December 31, 2009, the electrical production we sold to MECO, New Brunswick, Constellation NewEnergy, Inc. and SCPPA accounted for 22%, 14%, 5% and 4%, respectively, of our sales. We sell RECs to various counterparties, four of which accounted for approximately 59% of our total sales of RECs for the year ended December 31, 2009.

Legal Proceedings

        From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business, including proceedings contesting our permits or the construction or operation of our projects. As is the case with other electrical power producers, our operations are subject to extensive and rapidly changing federal, state and local environmental, health and safety and other laws and regulations.

        Some residents near our Mars Hill project recently commenced litigation against us based on our construction and operation of this project. While the outcome of this litigation cannot be predicted, we believe it will not have a material adverse effect on us.

Employees

        As of September 30, 2010, we had approximately 220 full-time employees. None of our employees is represented by a labor union or is covered by any collective bargaining agreement. We believe that our relations with our employees are satisfactory.

Insurance

        We believe our insurance is on terms generally carried by companies engaged in similar businesses and owning similar properties in the United States and whose projects are financed in a manner similar to our projects. As is common in the wind industry, however, we do not insure fully against all the risks associated with our business either because insurance is not available or because the premiums for some coverage are prohibitive. For example, we do not maintain terrorism insurance. We maintain construction, operation and transportation insurance; casualty insurance, including windstorm, flood and earthquake coverage; business interruption insurance; primary and excess liability insurance; and worker's compensation, automobile and title insurance. We maintain "all risk" property insurance coverage in amounts based on the full replacement value of our projects (subject to certain deductibles and sub-limits for flood and earthquake coverage) and business interruption insurance that varies from project to project based on the revenue generation potential of each project. Subject to applicable deductibles, our business interruption and property insurance covers, among other things, breakdowns for twelve months and casualty losses, respectively, for our transformers. We generally do not maintain insurance for certain environmental risks, such as environmental contamination. A loss not fully covered by insurance could have a material adverse effect on our business, financial condition and results of operations.

Regulatory Matters

        We are subject to extensive regulation by various federal, state and local government agencies. The federal government regulates the wholesale sale and transmission of electric power in interstate commerce and regulates certain environmental matters. States and local governments regulate the construction of electricity generating and transmission facilities, the intrastate distribution of electricity, retail electricity sales and, in certain cases, environmental matters.

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Federal Energy Regulatory Commission

        The electricity industry in the United States is decentralized and comprises the following sectors: (i) a generation sector, consisting of regulated electricity utility companies, wholesale electricity suppliers and governmental entities; (ii) a high-voltage transmission sector, consisting of the regulated electricity utility companies and the governmental entities that own transmission systems, regional transmission organizations, ISOs and the companies controlling and scheduling the use of transmission networks; (iii) a distribution sector, consisting of regulated electricity utility companies and governmental entities that transport the energy from the high-voltage network to end users; and (iv) a retail supplier sector, consisting of regulated electricity utility companies and, in some limited markets, competitive suppliers, which sell electricity to retail consumers.

        Our project companies that are not QFs under FERC's regulations are EWGs. EWGs are public utilities that own generating facilities that qualify for exemption from FERC's books and records regulations under the Public Utility Holding Company Act of 2005 because they are engaged exclusively in the business of owning and/or operating eligible generating facilities and selling electric energy at wholesale. Our non-QF projects sell electric capacity, energy and ancillary services at market-based rates pursuant to authority granted by FERC. In order to be eligible for market-based rate authority, our non-QF public utilities are required to establish and periodically reestablish that they do not have, or have adequately mitigated, market power, that they cannot erect barriers to market entry and that they do not engage in abusive affiliate transactions.

        Our project companies that have a generating capacity of 20 MW or less are QFs that are exempt from most aspects of FERC regulation.

Other Regulation

        For our operating projects with more than 75MW of capacity, we are also subject to the reliability standards of NERC. In addition, NERC has determined we are a Transmission Owner/Transmission Operator (TO/TOP) with respect to our Milford I generator lead. We are reviewing the possibility of appealing that determination. To the extent we are a TO/TOP, we will be required to comply with additional reliability standards. If we fail to comply with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties.

        As described further under "—Environmental Regulation," our activities are subject to extensive regulation by various federal environmental and natural resource agencies. These agencies include: the U.S. Army Corps of Engineers (on wetland issues); the EPA (on stormwater issues); the U.S. Fish and Wildlife Service (on wildlife and bird issues); and the Bureau of Land Management (in relation to its management of federal lands with significant wind resources).

        Due to the height of wind turbines and their potential effect on aviation, we are required under certain circumstances to seek approval from the Federal Aviation Administration and/or to work with the Department of Defense.

ISO-NE and New York ISO

        ISO-NE is an RTO, serving Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont. ISO-NE operates the region's interstate high-voltage transmission lines and wholesale electricity marketplace, through which bulk electric power is bought, sold and traded. NYISO performs the same role in New York. ISO-NE and NYISO each manage the planning and interconnection of new transmission and generation in their respective regions. ISO-NE and NYISO are independent, not-for-profit corporations.

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New York Public Service Commission

        The New York Public Service Commission (NYPSC) exercises limited jurisdiction over the owners of generating facilities in New York State. For example, the NYPSC exercises jurisdiction with respect to transfers of control over companies owning generating assets in New York State. In addition, the NYPSC must approve any debt issued by a generating owner that is secured by assets located in New York State. Under New York State law and EPACT 2005, NYPSC has authority to impose reliability standards that exceed those imposed by other state authorities.

Hawaii Public Utility Commission

        The Hawaiian PUC regulates public utility companies operating in the state and establishes rates, tariffs, charges and fees. The Hawaiian PUC has been active in promoting energy efficiency and renewable energy projects. In 2005, Hawaii was one of six states that partnered with the EPA to explore approaches for reducing the cost of consumer electric and gas bills through policies and practices focused on energy efficiency and renewable energy sources. The Hawaiian PUC has established a Public Benefits Fund to promote the development of programs that increase energy efficiency and to decrease the state's reliance on fossil fuels. Under the program, each of the Hawaii electric companies transfers responsibility for its own energy efficiency programs to the Fund administrator with the goal of increasing the cost-effectiveness of all such programs.

Environmental Regulation

        We are subject to various environmental, health and safety laws and regulations in each of the jurisdictions in which we operate. These laws and regulations require us to obtain and maintain permits and approvals, undergo environmental review processes and implement environmental, health and safety programs and procedures to control risks associated with the siting, construction, operation and decommissioning of wind energy projects, all of which involve a significant investment of time and can be expensive.

        We incur costs in the ordinary course of business to comply with these laws, regulations and permit requirements. We do not anticipate material capital expenditures for environmental controls for our operating projects in the next several years. However, these laws and regulations frequently change and often become more stringent, or subject to more stringent interpretation or enforcement. Future changes could require us to incur materially higher costs.

        Failure to comply with these laws, regulations and permit requirements may result in administrative, civil and criminal penalties, imposition of investigatory, cleanup and site restoration costs and liens, denial or revocation of permits or other authorizations and issuance of injunctions to limit or cease operations. In addition, claims for damages to persons or property have been brought and may in the future result from environmental and other impacts of our activities.

Environmental Permitting

        We are required to obtain from federal, state and local governmental authorities a range of environmental permits and other approvals to build and operate our projects, including those described below. In addition to being subject to these regulatory requirements, we could experience significant opposition from third parties when we initially apply for permits or when there is an appeal proceeding after permits are issued. The delay or denial of a permit or the imposition of conditions that are costly or difficult to comply with can impair or even prevent the development of a project or can increase the cost so substantially that the project is no longer attractive to us.

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Federal Clean Water Act

        Frequently our projects are located near wetlands and we are required to obtain permits under the federal Clean Water Act from the U.S. Army Corps of Engineers for the discharge of dredged or fill material into waters of the United States, including wetlands and streams. The Army Corps may also require us to mitigate any loss of wetland functions and values that accompanies our activities. In addition, we may be required to obtain permits under the federal Clean Water Act for water discharges, such as storm water runoff associated with construction activities, and to follow a variety of best management practices to ensure that water quality is protected and impacts are minimized. Certain activities, such as stringing a power line across a navigable river, may also require permits under the Rivers and Harbors Act of 1899.

Federal Bureau of Land Management Permits

        As some of our western U.S. projects are sited on BLM lands, we are required to obtain rights-of-way from the BLM. The BLM encourages the development of wind energy within acceptable areas, consistent with the federal Energy Policy Act of 2005 and the BLM energy and mineral policy. Obtaining a grant requires that the proposed project prepare a plan of development and demonstrate that it will adhere to BLM's best management practices for wind energy development, including meeting criteria for protecting environmental, archeological and cultural resources.

National Environmental Policy Act and Endangered Species Requirements

        Our projects may also be subject to environmental review under the federal National Environmental Policy Act (NEPA), which requires federal agencies to evaluate the environmental impact of all "major federal actions" significantly affecting the quality of the human environment. The granting of a land lease, a federal permit or similar authorization for a major development project, or the interconnection of a significant private project into a federal project generally is considered a "major federal action" that requires review under NEPA. As part of the NEPA review, the federal agency considers a broad array of environmental impacts, including impacts on air quality, water quality, wildlife, historical and archeological resources, geology, socioeconomics and aesthetics, and alternatives to the project. The NEPA review process, especially if it involves preparing a full Environmental Impact Statement, can be time-consuming and expensive. A federal agency may decide to deny a permit based on its environmental review under NEPA, though in most cases a project would be redesigned to reduce impacts or we would agree to provide some form of mitigation to offset impacts before a denial is issued.

        Federal agencies granting permits for our projects also consider the impact on endangered and threatened species and their habitat under the federal Endangered Species Act. We also must comply with and are subject to liability under the Endangered Species Act, which prohibits and imposes stringent penalties for harming endangered or threatened species and their habitats. Our projects also need to comply with the Migratory Bird Treaty Act and the Bald and Golden Eagle Protection Act, which protect migratory birds and bald and golden eagles and are administered by the U.S. Fish and Wildlife Service. Most states also have similar laws. Because the operation of wind turbines may result in injury or fatalities to birds and bats, federal and state agencies often recommend or require that we conduct avian risk studies prior to issuing permits for our projects. They may also require ongoing monitoring or mitigation activities as a condition to approving a project, and may even refuse to issue a permit if the mitigation options are insufficient to address the risks. In addition, federal agencies consider a project's impacts on historic or archeological resources under the National Historic Preservation Act and may require us to conduct archeological surveys or take other measures to protect these resources.

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        In connection with our KWP I project, we have a 20-year Habitat Conservation Plan to benefit four species protected under state and federal endangered species programs that have habitats in the project area. The plan is designed to minimize the incidental injury or death of wildlife, and includes regular monitoring of the project area and various mitigation measures. Not all projects will require implementation of a Habitat Conservation Plan, although we expect to implement such plans for our KWP II, Kahuku and Kawailoa projects and many of the projects we develop in Hawaii due to the high occurrence of protected species in the state, and because of well-established state and federal policies that encourage these plans. In other states we expect to implement various kinds of mitigation measures, as necessary or appropriate to offset impacts to protected resources.

Other State and Local Programs

        In addition to federal requirements, we are subject to a variety of state environmental review and permitting requirements. Many states where our projects are located or are being developed, including California, Hawaii, New York, Washington, Vermont and Maine, have laws that require state agencies to evaluate a broad array of environmental impacts before granting state permits. The state environmental review process often resembles the federal NEPA process described above and may be more stringent than the federal review. Our projects also may require state-law based permits in addition to federal permits. State agencies evaluate similar issues as federal agencies, including the project's impact on wildlife, historic sites, aesthetics, wetlands and water resources, agricultural operations and scenic areas. Some states, such as Oregon and Vermont, have a separate permitting and review process for energy facilities, including wind energy facilities. States may impose different or additional monitoring or mitigation requirements than federal agencies.

        Our projects also are subject to local environmental and regulatory requirements, including county and municipal land use, zoning, building and transportation requirements. Local or state agencies also may require us to develop decommissioning plans for dismantling the project at the end of its functional life and establish financial assurances for carrying out the decommissioning plan.

Management, Disposal and Remediation of Hazardous Substances

        We own and lease real property and are subject to requirements regarding the storage, use and disposal of petroleum products and hazardous substances, including spill prevention, control and countermeasure requirements. If our owned or leased properties are contaminated, whether during or prior to our ownership or operation, we could be responsible for the costs of investigation and cleanup and for any related liabilities, including claims for damage to property, persons or natural resources. That responsibility may arise even if we were not at fault and did not cause or were not aware of the contamination. In addition, waste we generate is at times sent to third-party disposal facilities. If those facilities become contaminated, we and any other persons who arranged for the disposal or treatment of hazardous substances at those sites may be jointly and severally responsible for the costs of investigation and remediation, as well as for any claims for damage to third parties, their property or natural resources.

        Our Steel Winds I project is located on a former steel mill property that is a brownfield site. In 2007, the independent developer that was developing Steel Winds I entered into a Brownfield Site Cleanup Agreement with the New York State Department of Environmental Conservation (NYSDEC). The developer undertook to perform certain environmental investigatory and remediation activities on the portion of the site on which the project is located. In December 2007, NYSDEC issued a Certificate of Completion to the developer confirming that we had completed the requirements of the agreement and achieved a cleanup level consistent with commercial and industrial use of the site. The issuance of the Certificate of Completion provides us with protection from cleanup liability to the State of New York, subject to certain limitations, but not against liability for third-party claims. We need to do ongoing environmental monitoring and maintenance activities at the site to continue to be

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indemnified by the state. Currently, the minority interest holder in the project is contractually obligated to meet these conditions. We have entered into an agreement with the minority interest holder to acquire 100% of the project. If we complete the acquisition, we would assume responsibility to comply with the ongoing environmental monitoring and maintenance requirements.

Our Locations

        In addition to the properties we own or lease on which we construct and operate our wind energy projects, we also lease offices in several locations. Our headquarters are located in Boston, Massachusetts. We lease our 35,877 square foot headquarters in Boston and our lease expires March 31, 2020. As of December 31, 2009, we also had offices in San Diego, San Francisco and Temecula, California; Honolulu, Hawaii; Portland, Lincoln, and Oakfield, Maine; and Portland, Oregon.

Intellectual Property

        Other than service marks for our company name, "FIRST WIND", and our trademark "CLEAN ENERGY. MADE HERE.", we do not have any material intellectual property rights.

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MANAGEMENT

Executive Officers and Directors

        The following discussion sets forth, after giving effect to our corporate reorganization, the names, ages, positions and descriptions of the business experience of our executive officers and directors.

Name		Age		Position(s) Held
	Paul Gaynor		45	Chief Executive Officer and Director
	Michael Alvarez		54	President and Chief Financial Officer
	Kurt Adams		44	Executive Vice President and Chief Development Officer
	Paul Wilson		68	Executive Vice President, General Counsel and Secretary
	Lori Erickson		51	Senior Vice President, Human Resources
	Carol J. Grant		57	Senior Vice President, External Affairs
	Andrew Ursitti		41	Vice President and Chief Accounting Officer
	Richard Aube		41	Director
	Patrick Eilers		44	Director and Co-Chair of the Risk Oversight and Compliance Committee
	Peter A. Gish		48	Director
	Stephen Key		67	Director and Chairman of the Audit Committee
	Bryan Martin		43	Director, Chairman of the Compensation Committee and Co-Chair of the Risk Oversight and Compliance Committee
	Jim Mogg		61	Director and Chairman of the Board and the Nominating and Corporate Governance Committee
	Matthew Raino		32	Director
	Pat Wood, III		48	Director

        Paul Gaynor has served as our Chief Executive Officer since 2004 and served as our President from 2004 until 2009. Mr. Gaynor has also served as a member of our board of directors since 2008. Prior to joining us in 2004, Mr. Gaynor served as chief financial officer of Noble Power Assets, LLC, a private-equity backed power plant acquisition company, from May 2003 to April 2004. Between September 2002 and April 2003, he held concurrent positions with the Singapore Power Group: (i) senior vice president and chief development officer of the Singapore Power Group and (ii) chief operating officer of Singapore Power International, an unregulated international subsidiary. In August 2000, he joined the Singapore Power Group as senior vice president and chief financial officer, where he was responsible for all financial matters of the company. Between 1998 and 2000 Mr. Gaynor worked for PSG International in London, a joint venture of GE Capital and Bechtel Enterprises as Senior Vice President and Chief Financial Officer. Prior to that Mr. Gaynor worked for GE Capital and GE Power Systems for nearly 10 years in a variety of positions. Mr. Gaynor serves on the board of managers of Deepwater Wind Holdings, LLC, an affiliate of ours. Mr. Gaynor has a B.S. from Worcester Polytechnic Institute and an M.B.A. from the University of Chicago. Mr. Gaynor has more than two decades of experience in the energy industry, including in the energy, power and pipeline sectors. This experience includes service as our chief executive officer and as chief financial officer, chief development officer and chief operating officer with companies in our general industry. Mr. Gaynor was selected to serve on our board of directors in light of the breadth and strength of his skills and his financial and industry knowledge.

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        Michael Alvarez has served as our President and Chief Financial Officer since 2009 following service as Executive Vice President from 2006 to 2009 and as Chief Operating Officer from 2006 to May 2010. Prior to joining us, Mr. Alvarez served as the vice president of strategic planning of Edison International from 2005 to 2006. Prior to that, he served as executive vice president, chief financial officer and general counsel of Nexant, Inc., a privately held San Francisco based company that provides software and advisory services to the global energy industry, from 2000 to 2006. Before Nexant, Mr. Alvarez was employed by PSG International in London, where he managed the development of the $2.3 billion, 1,700-kilometer TransCaspian natural gas pipeline. Before PSG International, Mr. Alvarez was president of Kenetech Energy Systems, the project development subsidiary of Kenetech Corporation, a developer of environmentally preferred electric power plants, principally wind, biomass, and natural gas. Mr. Alvarez serves on the board of managers of Deepwater Wind Holdings, LLC, an affiliate of ours, and as a trustee of the California State Parks Foundation. Mr. Alvarez has a B.A. in economics and a J.D. from the University of Virginia.

        Kurt Adams has served as our Executive Vice President and Chief Development officer since October 2008, and before that, served as our Senior Vice President, Transmission from May 2008, when he joined us, to October 2008. Prior to joining us, Mr. Adams served as the Chairman of the Maine Public Utilities Commission from 2005 to May 2008. While chairman, Mr. Adams served as a member of the New England Conference of Public Utilities Commissions, the National Association of Regulatory Utility Commissions (NARUC), the NARUC Electricity Committee, the NARUC Competitive Procurement Committee and as Maine's representative on the New England State Committee on Electricity. Prior to serving as the Chairman of the Maine PUC, Mr. Adams was Governor John Baldacci's chief legal counsel from 2003 to 2005. Prior to that, Mr. Adams was the Vice Chairman of the Energy Practice Group at the law firm of Bernstein, Shur, Sawyer & Nelson in Portland, Maine. Mr. Adams has a B.A. in government from Skidmore College, an M.A. in International Affairs from George Washington University and a J.D. from the University of Maine Law School.

Paul Wilson has served as our Executive Vice President, General Counsel and Secretary since January 2009. Prior to joining us, Mr. Wilson was a senior corporate partner of the New York law firm of Debevoise & Plimpton LLP. During his time at Debevoise, he also served as the firm's Deputy Presiding Partner from 1993 to 1998, and as its Chief Financial Officer from 1980 to 1988, 1991 to 1993 and 2001 to 2008. Mr. Wilson has an A.B. in International Relations from Brown University, an M.B.A. from the Columbia Graduate School of Business and an L.L.B. from Columbia Law School.

Lori Erickson has served as our Senior Vice President, Human Resources since September 2008. Prior to joining us, Ms. Erickson was Senior Vice President of Global Human Resources at Monster Worldwide (Monster.com) from 2004 to 2008. Prior to joining Monster, Lori was Senior Vice President of Human Resources for StorageNetworks from 1999 to 2003. Prior to StorageNetworks, Ms. Erickson held a variety of Human Resource roles at Honeywell Bull, Computervision, I-Cube/Razorfish and Shiva. Ms. Erickson holds a dual B.S. degree from Franklin Pierce College in Computer Science and Business Management.

Carol J. Grant has served as our Senior Vice President, External Affairs since October 2008. Prior to joining us, Ms. Grant was involved in civic activities for non-profit organizations from 2007 to October 2008, after serving as Chief of Operations for Mayor David Cicilline in the City of Providence from 2003 to 2007. She was previously vice president of human resources for Textron from 1997 to 1999. From 1983 to 1997, Ms. Grant held executive positions in law, external affairs, and operations for NYNEX Corporation, including leadership of the entire business in Rhode Island. She also served as the founding Chair of the Rhode Island Airport Corporation during the period that the quasi-public organization was created and the new terminal at T.F. Green Airport was built. Ms. Grant has a B.A. from the University of Missouri and a J.D. from the University of Michigan School of Law.

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Andrew Ursitti has served as our Vice President and Chief Accounting Officer since November 2008. Previously, Mr. Ursitti was Vice President and Assistant Controller of CVS Caremark Corporation and of Caremark Rx, Inc., prior to its 2007 merger with CVS Corporation, from 2000 to 2008. Prior to joining Caremark Rx, Inc., Mr. Ursitti served in several accounting roles at Magellan Health Services, Inc., a specialty managed healthcare company, from 1996 to 2000. Mr. Ursitti has a B.S. in Accounting from Georgia College and State University and is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Richard Aube has served as a member of our board of directors and has served on our Audit Committee since 2008. Mr. Aube is a managing director of D. E. Shaw & Co., L.P. and has served as co-head of the D. E. Shaw group's U.S. growth and buyout private equity unit since joining D. E. Shaw & Co., L.P. in 2005. Prior to joining D. E. Shaw & Co., L.P., Mr. Aube served as a partner at J.P. Morgan Partners, LLC, where he focused on private equity opportunities in the energy, chemical, general industrial and retail sectors from 2000 to 2005. Prior to that time he served as a partner at the Beacon Group, LLC and as co-manager of Beacon Group Energy Investors II, LP, and worked as an investment banker in the natural resources group at Morgan Stanley & Co. Inc. While at J.P. Morgan Partners, Mr. Aube served on the boards of directors of Bill Barrett Corporation; KRATON Polymers, LLC; Latigo Petroleum, Inc.; and PQ Corporation, and on the investment committee of Lime Rock Partners. Mr. Aube currently serves on the boards of directors of Aspen Marketing Services, Inc.; and on the Board of Managers of Green Rock Energy, L.L.C. Mr. Aube earned his A.B. from Dartmouth College. Mr. Aube has more than 15 years of investment experience serving on the boards of directors of various companies, including in the energy industry. This experience also includes serving as a managing director of a private equity firm. Mr. Aube was selected to serve on our board of directors in light of his finance skills and energy industry knowledge.

Patrick Eilers has served as a member of our board of directors and has served on our Compensation Committee since 2008. Mr. Eilers also serves as the Co-Chair of our Risk Oversight and Compliance Committee. Mr. Eilers is a managing director at Madison Dearborn Partners, LLC, where he is responsible for the firm's energy and power practice and he has held this position since 2007. From 2003 to 2007, Mr. Eilers served as a director of Madison Dearborn Partners, LLC, and from 1999 to 2003 he was a vice president. Prior to joining Madison Dearborn Partners, LLC, Mr. Eilers served as a director of Jordan Industries, Inc. from 1995 to 1997 and as an Associate of IAI Venture Capital, Inc. from 1990 to 1994. Mr. Eilers played professional football with the Chicago Bears, Washington Redskins and Minnesota Vikings from 1990 to 1995. Mr. Eilers currently serves on the Board of Directors of Magellan GP, LLC, Magellan Midstream Holdings GP, LLC and US Power Generating Company. Mr. Eilers serves on the Executive Committee of the U.S. Partnership for Renewable Energy Finance (US PREF), a program of the American Council On Renewable Energy (ACORE). Mr. Eilers has a B.S. in Mechanical Engineering and Biology from the University of Notre Dame and an M.B.A. from Northwestern University. Mr. Eilers has more than a decade of experience serving as a director of numerous companies, including in the energy sector. This experience includes responsibility for the Madison Dearborn Partners, LLC energy and power practice. Mr. Eilers was selected to serve on our board of directors in light of his industry knowledge.

        Peter A. Gish has served as a member of our board of directors since 2008. Mr. Gish is currently a partner, co-founder and board member of UPC Renewables, a company formed in 2007 dedicated to developing wind and solar projects in Europe and Asia. Mr. Gish has also been a managing director of UPC North Africa Wind Partners since July 2003. From 1997 to 2005, Mr. Gish served as corporate and project counsel and managing director for UPC International Partnership CV II, an entity that successfully developed wind projects in Italy with capacity in excess of 700 MW. He has also served on the steering committee of the National Wind Coordinating Committee since 2004 and as a lecturer in finance and public policy at the University of Massachusetts, Graduate School of Management. Mr. Gish has a Bachelors Degree in Religion from Dartmouth College, a J.D. from Boston College Law School, and a Masters Degree in Jurisprudence from Oxford University. Mr. Gish has more than a

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decade of experience in the renewable energy field. This experience includes service as a founder and manager of companies in our industry. Mr. Gish was selected to serve on our board of directors in light of his public policy and industry knowledge.

        Stephen Key has served as a member of our board of directors and Chairman of our Audit Committee since July 2008. He is also a member of our Risk Oversight and Compliance Committee. Mr. Key is sole proprietor of Key Consulting, LLC, a management and financial consulting business he started in 2003. From 1995 to 2001, Mr. Key was the executive vice president and chief financial officer of Textron Inc. and from 1992 to 1995 he served as the executive vice president and chief financial officer of ConAgra, Inc. From 1968 to 1991, Mr. Key worked at Ernst & Young, serving in various capacities, including as the managing partner of Ernst & Young's New York office from 1988 to 1991. His professional affiliations include: member, board of directors, member of compensation and governance committees, and chairman of the audit committee of Greenhill & Co., Inc.; member, board of directors, member of audit and compensation committees of Forward Industries, Inc. Mr. Key also serves on the board of directors of 1-800 Contacts, served on the board of directors of Sitel Corporation from 2006 to 2007, and serves on the board of managers of Deepwater Wind Holdings, LLC. Mr. Key earned an A.B. in Economics and Mathematics from Dartmouth College in 1966 and an M.B.A. from Cornell University in 1968. Mr. Key has more than four decades of accounting and financial experience, including service as a chief financial officer of public companies and the managing partner of Ernst & Young's New York office. Mr. Key was selected to serve on our board of directors in light of his accounting and financial knowledge and experience in large and complex organizations.

        Bryan Martin has served as a member of our board of directors and Chairman of our Compensation Committee since 2008. Mr. Martin also serves as the Co-Chair of our Risk Oversight and Compliance Committee. Mr. Martin is a managing director of D. E. Shaw & Co., L.P., and has served as co-head of the D. E. Shaw group's U.S. growth and buyout private equity unit since joining D. E. Shaw & Co., L.P. in 2005. Prior to joining D. E. Shaw & Co., L.P., Mr. Martin served as a partner at J.P. Morgan Partners, LLC, focusing on the firm's leveraged buyout investments in, among other sectors, the energy, retail and industrial growth sectors from 2000 to 2005. Before that, he was a partner at the Beacon Group, LLC and co-manager of Beacon Group Energy Investors II, LP. Mr. Martin began his career as an equity analyst at Fidelity Investments, ultimately co-managing that firm's Select Energy Fund and working on its Specialty Retail Fund. Mr. Martin has served on a wide variety of public and private boards of directors, including Carrizo Oil & Gas, Inc.; Crosstown Traders, Inc.; General Maritime; Aspen Marketing Services, Inc.; Shell Technology Investment Partners C.V.; and Vetco International Ltd., and on the investment committee of Lime Rock Partners. He currently serves on the board of directors of Franklin Holdings (Bermuda), Ltd. and on the board of managers of Green Rock Energy, L.L.C.; Snikiddy, LLC and Deepwater Wind Holdings, LLC, an affiliate of ours. Mr. Martin received a B.A. in history from Yale University and an M.B.A. from Northwestern University. Mr. Martin has more than 15 years of investment experience serving on boards of various companies, including in the energy industry. This experience also includes serving as a managing director of a private equity firm. Mr. Martin was selected to serve on our board of directors in light of his finance skills and energy industry knowledge.

        Jim Mogg has served as a member of our board of directors and Chairman of our board of directors since July 2008. Mr. Mogg serves as the Chairman of our Nominating and Governance Committee and also as a member of our Audit Committee. During 2006, Mr. Mogg served as advisor to the chairman of Duke Energy Corporation; from 2004 to 2006 he served as group vice president and chief development officer of Duke Energy Corporation; and from 2000 to 2004 he served as chairman, president and chief executive officer of Duke Energy Field Services. Also, from 2000 to 2005 Mr. Mogg was vice chairman/chairman of TEPPCO Partners and from 2005 to 2007 he was chairman of DCP Midstream Partners. Prior to this time, Mr. Mogg served in various executive and senior management positions at Duke Energy and Pan Energy. Since May 2007, Mr. Mogg has served on the board of

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directors, the compensation committee, the nominating and corporate governance committee and currently as lead director of Bill Barrett Corporation and the board of directors, compensation committee and corporate governance committee of Oneok, Inc. and since August 2009, Mr. Mogg has served on the board of directors and the audit committee of Oneok Partners, L.P. Mr. Mogg has a B.S. in Mathematics from Southwestern Oklahoma State University and completed the A.M.P. at Harvard Business School. Mr. Mogg has more than three decades of experience in the energy field. This experience includes service as chairman, chief executive officer, chief development officer and other senior positions at companies in the energy industry. Mr. Mogg was selected to serve on our board of directors in light of the breadth and strength of the skills developed in these positions and his industry and board experience.

Matthew Raino has served as a member of our board of directors and our Audit Committee since 2009. Mr. Raino is a vice president at Madison Dearborn Partners, LLC, and has held this position since August 2007. From 2005 to 2007, Mr. Raino attended Northwestern University J.L. Kellogg Graduate School of Management. From July 2003 to July 2005, Mr. Raino served as an associate at Madison Dearborn Partners, LLC. Mr. Raino has a B.B.A. from the University of Michigan and an M.B.A. from Northwestern University J.L. Kellogg Graduate School of Management. Mr. Raino has gained financial and management skills through work with a variety of companies in which Madison Dearborn Partners, LLC has investments. Mr. Raino was selected to serve on our board of directors in light of these skills.

Pat Wood, III has served as a member of our board of directors and has served on our Audit Committee and Compensation Committee since 2010. Mr. Wood has been a Principal of Wood3 Resources, an energy infrastructure developer, since July 2005. From 2001 to 2005, Mr. Wood served as the chairman of the Federal Energy Regulatory Commission. From 1995 to 2001, Mr. Wood chaired the Public Utility Commission of Texas. Mr. Wood has also been an attorney with Baker & Botts, a global law firm, and an associate project engineer with Arco Indonesia, an oil and gas company, in Jakarta. He currently serves as a board member of SunPower Corp., Quanta Services, Inc., Range Fuels, Xtreme Power Solutions, and TPI Composites. He was graduated from Texas A&M University (B.Sci., Civil Engineering) and from Harvard Law School. Mr. Wood was selected to serve on our board of directors in light of his regulatory leadership and insight, his knowledge of the energy industry, his public and private company board experience and his management experience.

        There are no family relationships between our directors and executive officers.

Board Composition

        Our by-laws provide that our board of directors will consist of such number of directors as determined from time to time by a resolution adopted by the board. Initially, we expect that our board of directors will consist of nine members, of whom Mr. Gish, Mr. Key, Mr. Mogg and Mr. Wood will qualify as "independent" under the Nasdaq Listing Rules. Any additional directorships resulting from an increase in the number of directors may only be filled by the directors then in office. The term of office for each director will be until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Stockholders will elect directors each year at our annual meeting. We expect that, in the nominating and voting agreement described below, we will agree to nominate for the election as directors certain persons designated by our Sponsors and that our Sponsors will agree to vote for the election of such persons as directors.

        After completion of this offering, we will be deemed to be a "controlled company" under the Nasdaq Listing Rules because more than 50% of our voting power will be held by our Sponsors, who are entering into a nominating and voting agreement in connection with the completion of this offering. We intend to rely upon the "controlled company" exception to the director independence requirements under Rule 5605 of the Nasdaq Listing Rules. See "The Reorganization and Our Holding Company Structure—Nominating and Voting Agreement." Pursuant to this exception, we will be exempt from the

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rules that would otherwise require that our board of directors consist of a majority of independent directors and that our Compensation Committee and Nominating and Corporate Governance Committee be composed entirely of independent directors. The "controlled company" exception does not modify the independence requirements for the Audit Committee, and we intend to comply with the requirements of the Sarbanes-Oxley Act and Nasdaq Listing Rules, which require that our Audit Committee consist exclusively of independent directors within one year after completion of this offering.

Board Committees

        We currently have an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Risk Oversight and Compliance Committee. Our board of directors will adopt a written charter for each of its committees prior to completion of this offering, which will be available on our website. The composition, duties and responsibilities of these committees are set forth below. Committee members will hold office for a term of one year. Our board may establish other committees, as it deems appropriate, to assist with its responsibilities.

Audit Committee

        The Audit Committee is responsible for: (1) selecting and compensating our independent registered public accounting firm; (2) approving the overall scope of our annual audits; (3) assisting the board in monitoring the integrity of our financial statements, the independent registered public accounting firm's qualifications and independence, the performance of our independent registered public accounting firm and our internal audit function and our compliance with legal and regulatory requirements; (4) annually reviewing our independent registered public accounting firm's report describing the registered public accounting firm's internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm; (5) reviewing the annual audited financial, quarterly financial statements and related disclosures with management and the independent auditor; (6) discussing with management earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies from time to time; (7) overseeing certain activities with respect to risk assessment and risk management; (8) meeting separately, at its discretion, with management, internal auditors and the independent registered public accounting firm; (9) reviewing with the independent auditor any audit or accounting problems or difficulties and management's response; (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm; (11) handling such other matters that are specifically delegated to the Audit Committee by the board of directors from time to time; and (12) reporting regularly to the full board of directors.

        Our Audit Committee consists of Messrs. Key (Chairman), Aube, Mogg, Raino and Wood. Our board of directors has determined that Messrs. Key, Mogg and Wood are independent directors under the rules and regulations of the SEC and the Nasdaq Listing Rules, and Mr. Key will qualify as an "audit committee financial expert" as such term is defined in Item 407(d) of Regulation S-K.

Compensation Committee

        The Compensation Committee is responsible for establishing and overseeing our compensation policies and practices. Our Compensation Committee consists of Messrs. Martin (Chairman), Eilers, Mogg and Wood. The Compensation Committee of First Wind Holdings, LLC held three meetings during 2008 and six during 2009. For additional information relating to this committee, see "Executive Compensation—Our Compensation Committee."

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Nominating and Corporate Governance Committee

        Our Nominating and Corporate Governance Committee assists our board of directors in identifying individuals qualified to become members of our board of directors consistent with criteria established by our board and in developing our corporate governance principles. This committee's responsibilities include: (1) evaluating the composition, size and governance of our board of directors and its committees and making recommendations regarding the appointment of directors to our committees; (2) considering stockholder nominees for election to our board of directors; (3) evaluating and recommending candidates for election to our board of directors; (4) leading the self-evaluation process of our board of directors; (5) developing and reviewing our corporate governance guidelines and providing recommendations to the board regarding possible changes; (6) evaluating and recommending management candidates; and (7) performing any other activities the committee deems appropriate, are set forth in the corporate governance guidelines or are requested by the board. Our Nominating and Corporate Governance Committee consists of Messrs. Mogg (Chairman), Eilers, Key and Martin.

Risk Oversight and Compliance Committee

        Our Risk Oversight and Compliance Committee assists our board of directors in assessing major strategic, operational, regulatory, informational and external risks inherent in our business. The committee's responsibilities include: (1) reviewing and evaluating management's identification of all risks to our business and their relative priority; (2) assessing the adequacy of management's risk assessment, its plans for risk control or mitigation, and disclosure; and (3) together with our Audit Committee, assessing and discussing with our General Counsel, our Chief Financial Officer and our independent registered public accounting firm, significant risks or exposures, the steps management has taken to mitigate such risks or exposures and our underlying policies with respect to risk assessment and risk management. Our Risk Oversight and Compliance Committee consists of Messrs. Eilers (Co-Chairman), Martin (Co-Chairman) and Key. Mr. Key is also Chairman of the Audit Committee.

Compensation Committee Interlocks and Insider Participation

        No member of our Compensation Committee is an officer or employee of us, nor is any member a former officer or employee of ours. There are no interlocking relationships between any of our executive officers and the Compensation Committee, on the one hand, and the executive officers and the compensation committees of any other companies, on the other hand.

Code of Business Conduct and Ethics

        We have adopted a Code of Business Conduct and Ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. We intend to satisfy the requirements of Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics that apply to our principal executive, financial and accounting officers by posting such information on our website.

Indemnification

        Our certificate of incorporation and bylaws provide indemnification rights to the members of our board of directors. Additionally, we will enter into separate indemnification agreements with the members of our board of directors to provide additional indemnification benefits, including the right to receive advance reimbursements for expenses incurred in connection with a defense for which the director is entitled to indemnification.

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EXECUTIVE COMPENSATION

        In this section, any reference to Series B Units is to First Wind Holdings, LLC's Series B Units, which were outstanding prior to the reorganization that will be effected immediately before completion of this offering.

Compensation Discussion and Analysis

        This section describes our compensation programs for executive officers. We address why we believe our programs are appropriate for our company and our stockholders, and we explain the process used for determining levels of compensation. Currently, we have six executive officers. These executives have the broadest job responsibilities and policy-making authority in the company, and they are accountable for the company's performance. The details of compensation for our Chief Executive Officer, President and Chief Financial Officer, former Chief Financial Officer and the three other highest paid executive officers (collectively called the Named Executive Officers) can be found in the Summary Compensation Table on page 147.

        We believe our success depends on the continued contributions of our executive officers. We have designed our executive compensation programs with the philosophy of attracting, motivating and retaining experienced and qualified executive officers with compensation that recognizes individual merit and overall business results. We intend for our policies to support attaining our strategic objectives by aligning the interests of our executive officers with those of our stockholders through operational and financial performance goals and equity-based compensation.

        The principal elements of our executive compensation program for 2009 were base salary, annual cash incentives and long-term incentive compensation, and other benefits. Other benefits provided to our executive officers include life, disability, health and dental insurance benefits, a qualified 401(k) retirement savings plan with company matching contributions and paid vacation and holidays. We believe that the combination of these elements appropriately compensates the executives for their service, while also providing an incentive for the executives to create long-term value.

Our Compensation Committee

        The Compensation Committee of our board of directors is responsible primarily for overseeing our compensation policies, determining compensation of executive officers and recommending compensation for members of the board. The members of our Compensation Committee are Messrs. Martin (Chairman), Eilers, Mogg and Wood. Messrs. Mogg and Wood are independent directors under Nasdaq Listing Rules. We will continue to be a controlled company following this offering. We believe that because two of the members of the Compensation Committee are affiliated with major stockholders, the focus of the Compensation Committee in their deliberations on compensation matters will continue to be aligned with stockholders' interests.

        The Compensation Committee holds regularly scheduled meetings and reports its activities to the board. In performing its functions, the Compensation Committee is supported by our human resources organization. The Compensation Committee retains independent experts and advisors as necessary to provide expert advice and opinion on compensation matters, market trends and changing legislation that governs executive compensation.

Responsibilities of the Compensation Committee

In General

•

Approve compensation principles that apply generally to our employees.

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•

Approve our equity compensation programs unless the Compensation Committee deems it advisable for the board to approve any grants or awards under such programs, in which case the Compensation Committee makes recommendations to the board. The Compensation Committee may delegate a portion of this authority to the Chief Executive Officer.

•

Select a peer group of companies against which to benchmark and compare our compensation programs.

•

Review management development and succession planning, making recommendations the Compensation Committee deems appropriate.

•

Perform any other activities as the Compensation Committee deems appropriate or as are requested by the board.

With Respect to Review of Executive Officers' Compensation

•

Review and approve company-wide and personal goals and objectives relevant to each executive officer's compensation.

•

Evaluate, at least annually, the performance of each executive officer in light of his or her goals.

•

Set the base salary, bonus, long-term incentive compensation and any other form of compensation or benefits of each executive officer based on, as the Compensation Committee deems appropriate, the Compensation Committee's evaluation of:

•

competitive compensation practices;

•

the mix of base salary, bonus and long-term incentive compensation;

•

each executive officer's compensation, including long-term incentive compensation, in past years; and

•

other factors as the Compensation Committee deems necessary or appropriate.

•

Review and approve employment agreements, severance arrangements and change of control agreements and provisions, as well as any special or supplemental benefits, for each executive officer, including in connection with the hiring of a new executive officer.

Compensation Program Objectives

        Our objective is to hold executive officers accountable for the ethical, financial and competitive performance of the company. The program is designed to reward results that are superior to those of our competitors and that provide positive total stockholder return. To do this, our compensation program is based on these fundamental principles:

•

maintain high standards by requiring executive behavior that reflects our commitment to the highest standards of corporate governance and ethics;

•

pay for performance based on the company's results and on the individual's contributions toward those results;

•

deliver rewards in ways that motivate and reward executives to think and act in both the near-term and long-term interests of our constituents, our customers, our employees and our stockholders; and

•

enable us to attract and retain qualified, talented executives with the knowledge, experience and skills necessary to drive continued growth and success.

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        The Compensation Committee reviews our executive compensation programs at least annually, to determine if the programs are effective in achieving the objectives established by the Compensation Committee.

        Our Chief Executive Officer, President and Chief Financial Officer, General Counsel and Senior Vice President of Human Resources are regularly invited to attend meetings of the Compensation Committee, but are excused from the meetings during any discussion of their own compensation. No executive officer determines his or her own compensation or the compensation of any other executive officer. As members of the board, members of the Compensation Committee receives information concerning the performance of the company during the year and regularly interact with the company's management. The Chief Executive Officer and the President and Chief Financial Officer review the performance of the other executive officers with the Compensation Committee and make recommendations to the Compensation Committee with respect to the appropriate base salary, annual cash incentives and long-term equity incentive awards to be granted to the other executive officers. During the Compensation Committee's deliberations on executive compensation, the Chief Executive Officer also gives the Compensation Committee and the board an assessment of his own performance during the year just ended. The Senior Vice President of Human Resources assists in the preparation of and reviews the compensation recommendations made to the Compensation Committee.

        Based in part on these recommendations from our Chief Executive Officer and President and Chief Financial Officer, and the other considerations discussed below, the Compensation Committee will approve the annual compensation package of each of our executive officers, other than our Chief Executive Officer. The Compensation Committee alone analyzes the performance of our Chief Executive Officer and determines his base salary, annual cash incentive and long-term equity incentive awards. The Compensation Committee may seek input from our executive officers in addition to our Chief Executive Officer and President and Chief Financial Officer when establishing future performance goals of our individual executive officers.

        The Compensation Committee establishes specific performance targets for our executive officers to achieve in order to receive annual cash incentives. We expect these performance targets to be good indicators of the executive officers' impact on our operational success and provide specific standards that motivate the officers to perform in the company and our stockholders' best interests. We expect these targets to include performance measures that relate to increasing the value of the company, including, but not limited to: meeting financial targets associated with the operation and construction of our projects, achieving certain milestones with respect to our project development portfolio and completing specific major tasks that need to be accomplished to enhance our financial condition. Specifically, compensation will be based upon a competitive plan and paid based on a combination of group and individual goals that include meeting or exceeding key financial and operating criteria and other goals established by the board to enhance the value of our common stock. See the discussion of "Annual Cash Bonuses / Non-Equity Incentive Plans" beginning on page 141. In addition, merit base pay increases and long-term incentive awards are based generally on both company and individual performance, but are not tied to specific performance targets.

Certain Principles of Our Executive Compensation Programs

Allocation Between Long-term and Current Compensation

        Current compensation consists of base pay and annual cash incentives. Long-term compensation has been provided with equity in the form of Series B Units and we anticipate future long-term compensation awards to be made under the 2010 LTIP. The allocation between long-term and current compensation will be based on the nature of each executive's annual performance objectives and our retention objectives.

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Allocation Between Cash and Non-cash Compensation

        The allocation between cash and non-cash compensation will be based on each executive's annual performance objectives and the retention objectives of the company and may vary from year to year. In 2009, all current and short term compensation was paid in cash and any long term incentives were provided with equity in the form of Series B Units. We may decide in future years to pay some or all of short term and long term incentives in equity depending upon the nature of each executive's annual performance objectives and the goals and retention objectives of our company.

Our Executive Compensation Programs

        Overall, our executive compensation programs are designed to be consistent with the objectives and principles set forth above. The basic elements of our executive compensation programs are summarized in the table below, followed by a more detailed discussion of each compensation program.

Element	Characteristics	Purpose
Base Salary	Fixed amount that may be adjusted annually.	Attract and retain talent.
Annual Bonus — Non Equity Incentive Plan	Based on performance against both company and individual goals and objectives.	Align executives' efforts with and motivate them to drive stockholder value and support both the short-term and long-term financial growth and stability of the company and reward results.
Long-Term Incentives	Based on performance individually and as an executive group.	Retain and motivate our executives over a longer term.
401(k) Plan	Voluntary annual contributions matched by the company.	Enhance overall compensation package in accordance with market competitive practice.
Welfare Benefits	Ongoing participation in medical, life, disability, dental and other employee benefits.	Attract and retain talent and maintain the overall compensation package in accordance with market competitive practice.
Severance	Participation in our severance plan.	Provide severance benefits following involuntary termination without cause.

        The Compensation Committee generally considers total compensation when setting the compensation of the executive officers. Amounts realized by executives from prior compensation, such as gains from previous equity-based awards, are taken into account in setting other elements of compensation. The Compensation Committee reviews each executive officer's total compensation and benefits package. In doing so, the Compensation Committee considers the retention value of the long-term equity currently held by the executive and it considers the impact that retirement or termination would have on the executive's total compensation. Based on this review, the Compensation Committee may decide to adjust one or more elements of an executive's total compensation. Certain compensation decisions may specifically affect other elements of compensation. For example, because the bonus program is targeted as a percentage of the employee's base salary, increases in base salary

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also increase the amount of bonus for which executives are eligible. With respect to new executive officers, we take into account their prior base salary and annual cash incentives, as well as the contributions expected to be made by the new executive officer. We also believe that each of our executive officers should be fairly compensated relative to the pay levels of our other executive officers.

Annual Cash Compensation

        To attract and retain qualified executives, we provide a competitive total compensation package. To obtain information about competitive compensation we have primarily relied on informal reviews of compensation practices of similar companies as well as information we receive from executive search firms. While we have not generally used the services of external compensation consultants, the Compensation Committee retained the services of an external compensation consultant to provide advice on pay practices with respect to executive employment contracts and severance practices. The role of the compensation consultant was minor with respect to the compensation decisions and work performed by the Compensation Committee in 2009.

        We have not established a competitive peer group with which to make comparative compensation determinations, and do not "benchmark" any particular target levels of compensation.

Base Salary

        The Compensation Committee reviews the salaries of our executives as a group and individually annually. The factors considered when establishing the base salary for each executive officer include but are not limited to: the individual's performance, relevant experience, role, responsibilities and contribution level and the pay of our other executives. In addition, external market factors are also considered when reviewing base salaries of our executive officers.

        The base salaries paid to our Named Executive Officers for fiscal 2009 are set forth below in the summary compensation table. See "—2009 Summary of Compensation Table." For fiscal 2009, the Compensation Committee did not increase the salary of any executive officer as part of an annual review, although Messrs. Alvarez and Adams received salary increases in conjunction with promotions (discussed below). Mr. Gaynor serves as our Chief Executive Officer and is paid an annual salary of $375,000. Mr. Alvarez received a salary increase of 7.1% to $375,000 in conjunction with his promotion to President. No change to his salary was made following his assumption of the role of Chief Financial Officer in November 2009. Mr. Adams received a salary increase to $315,000 per year in conjunction with his promotion to Executive Vice President and Chief Development Officer. Mr. Wilson serves as our Executive Vice President, General Counsel and Secretary and receives an annual salary of $350,000. Ms. Grant serves as our Senior Vice President of External Affairs and received an annual salary of $200,000 in 2009, which was increased to $230,000 in February 2010. Mr. Metzner, whose employment ended on November 12, 2009, served as our Executive Vice President and Chief Financial Officer and was paid an annual salary of $350,000.

Annual Cash Bonuses / Non-Equity Incentive Plans

        The annual cash incentive plan for our Named Executive Officers provides for cash bonuses with a target bonus based upon a percentage of the executive officer's base salary. This target bonus percentage has been set at 100% of base salary for executive officers at the level of Executive Vice President or higher and 75% of base salary for executive officers at the level of Senior Vice President, but may be modified by the Compensation Committee from time to time depending upon the executive's role and contribution level and/or our incentive objectives. Any bonuses actually paid are determined in our discretion and may be less than, equal to or greater than the target bonus. Our 2009 cash bonus awards were recommended by the Chief Executive Officer and determined by the Compensation Committee based on performance measured against pre-established company and

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individual performance goals. The Compensation Committee alone determined the 2009 cash bonus for our Chief Executive Officer, based on the Compensation Committee's evaluation of our performance and individual performance goals described below. The extent to which each of the goals was met guided our Chief Executive Officer and the Compensation Committee in recommending and determining, respectively, the bonus paid to each Named Executive Officer.

        The Compensation Committee, with recommendations from the Named Executive Officers, established four company-wide targets for the purpose of measuring performance under the 2009 non-equity incentive plan. These company goals are weighted equally and each target had a stretch and a minimum threshold target. Achievement of at least the minimum threshold for two out of the four goals was a prerequisite for bonus payments under the plan.

        The following discussion provides information with respect to our goals and our results and explains how the Compensation Committee considered the results in determining the 2009 bonuses for the Named Executive Officers.

        The first goal for 2009 was Project EBITDA plus PTCs minus cash general and administrative expenses. The target for this goal was ($36.7 million) which excluded Milford I. The actual Project EBITDA plus PTCs of $44.8 million (Project EBITDA of $36.3 million plus PTCs of $13.0 million less amounts related to Milford I and allocations totaling $4.5 million), minus cash general and administrative expenses of $78.6 million (project development expenses of $35.9 million plus general and administrative expenses of $39.2 million plus non-cash items and allocations totaling $3.5 million), was equal to ($33.8 million) which favorably exceeded the target by 8%, or more than $3 million. See footnote 6 beginning on page 52 for a reconciliation of Project EBITDA to gross income (loss), which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP.

        The second goal for 2009 was to raise the capital necessary to execute the business plan. The company successfully raised $115 million from affiliates of AIMCO in July 2009 (see Note 6 to our consolidated financial statements included elsewhere in this prospectus). We also managed our liquidity and received additional capital through ARRA grants, tax equity financing and restructuring of project level debt and turbine supply loans. As a result of these actions, we had sufficient capital to execute our 2009 plan and the target goal was satisfied.

        The third goal for 2009 was to complete construction of 2009 planned wind projects on time and on budget. Our Milford I Wind Corridor project was planned to commence commercial operations between October 15, 2009 and December 15, 2009 with a target of November 15, 2009. Milford I went into commercial operation on time and was under budget by approximately $5 million. The timetable for three other projects that had been targeted to be completed by the end of 2009 was modified due to external circumstances that delayed construction financing, although progress towards completion of these projects was made during 2009 despite these delays. The Compensation Committee determined that achievement of this goal was between threshold and target.

        The final goal for 2009 was to prepare for an initial public offering by developing and implementing plans for forecasting and reporting capabilities, corporate governance and other processes and policies appropriate for a public company. In order to achieve this goal the company developed a project plan with respect to the necessary actions to implement the required policies and procedures. The Compensation Committee determined that achievement of this goal was between threshold and target.

        In addition to the company-wide targets, each Named Executive Officer had individual goals for 2009.

        Mr. Gaynor's goals were principally tied to the four corporate goals listed above. Additional goals included objectives with respect to developing a highly effective management team, positioning the

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company to strategically compete within the wind power industry and developing alternative strategies to enable us to quickly react to both opportunities and threats that may arise due to the current economic and/or political environment.

        Mr. Alvarez's goals were principally tied to the operational and construction components of the four corporate goals listed above. Additional goals included objectives with respect to building the appropriate physical (office space) and systems infrastructure to support the growth of the business, plant operations and personnel safety and development of a highly effective management team.

        Mr. Adams' goals included objectives with respect to meeting project development milestones, advancement of existing projects through our internal review processes and building an additional pipeline of development projects to support future growth.

        Mr. Wilson's goals included objectives with respect to development of a highly effective legal organization, development of a plan for us to become a public company from a legal and governance standpoint and managing our internal and external legal costs so that they are commensurate with the value of services received.

        Ms. Grant's goals included objectives with respect to developing an external affairs function with the appropriate policies and practices to support our strategic objectives, implementing both internal and external communications and public affairs plans and staying abreast of key federal and state legislative and policy matters with respect to the wind industry.

        In determining bonuses for 2009 for our Named Executive Officers, the Compensation Committee considered the following:

•

Actual performance compared with the company goals.  The Compensation Committee concluded that the company substantially exceeded our Project EBITDA goal, achieved our capital raising goal, and achieved performance between threshold and target for the construction and IPO-readiness goals. Giving equal weight to each of these goals, the Compensation Committee determined that we had achieved approximately 95% of our company-wide targets.

•

Additional Performance Considerations.  The Compensation Committee recognized the substantial execution of our business plan for the year notwithstanding external considerations, including the economic considerations discussed below.

•

Economic Considerations.  The Compensation Committee considered the impact of unanticipated external factors such as the severe recession, including the significant disruption in credit, tax equity and capital markets, during the year. Specifically, it recognized our various operational achievements (including with respect to our company-wide targets) during a period when many companies were unsuccessful in executing business plans, experienced disappointing financial results and failed to meet targets.

•

Individual Performance.  The Compensation Committee reviewed the performance of the Named Executive Officers with respect to their individuals goals and determined that each of the Named Executive Officers fully met his or her goals for 2009.

        Taking into account the totality of the circumstances, including approximately 95% achievement of the company-wide goals, each of the Named Executive Officers' having fully met individual goals, the extraordinarily difficult economic and business environment and our ability to effectively operate in such an environment (including substantial implementation of our business plan), the Compensation Committee determined that payment of 2009 bonuses at target levels for each Named Executive Officer was appropriate.

        The amounts that each executive received can be found in the summary compensation table below. See "—2009 Summary of Compensation Table."

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        Pursuant to an employment agreement between us and Mr. Wilson, Mr. Wilson received a sign-on bonus of $500,000 payable in two installments of $350,000 on December 31, 2008 and $150,000 on June 30, 2009. In addition, for 2009 Mr. Wilson received a guaranteed annual year-end bonus of $350,000 and was not a participant in our annual bonus plan. Beginning in 2010, Mr. Wilson will be subject to the same base salary and bonus plan (including a target bonus of 100% of his base salary in accordance with the guidelines set forth above) as all other executive officers.

        Mr. Alvarez was promoted to President in March of 2009. At the time of his promotion, he was awarded a bonus of $150,000, in recognition of his increased responsibilities.

Long-Term Equity Incentive Compensation

        We use long-term equity compensation to retain, motivate and align the interests of our officers and employees with those of our stockholders. The Compensation Committee determines all long-term awards. After the offering, grants to the Named Executive Officers will be subject to board of director approval. Our approach is to keep equity compensation competitive and meaningful, yet reflective of the individual's performance and long-term value to the company. To achieve this, the Compensation Committee does the following:

•

considers the value of such awards using the same formula that is used for financial accounting purposes;

•

evaluates the executive's level of current and potential job responsibility and assesses the company's desire to retain that executive over the long term; and

•

judges the retention value of existing long-term equity for that executive.

        Certain employees and some of our executive officers, including our Named Executive Officers, received such grants in 2009. As discussed under Grants of Plan-Based Awards, we awarded Series B Units to certain of our Named Executive Officers in 2009 of which 2,872,104 were new hire awards to Ms. Grant and Mr. Wilson in connection with their joining the company in 2008 and 2,611,003 were awards related to the promotions of Mr. Alvarez to President and Mr. Adams to Chief Development Officer. In January 2010, an additional 7,988,489 Series B Units were awarded to some of our Named Executive Officers. The January 2010 grants resulted from an annual review of each Named Executive Officer's total compensation, including equity. For all long-term equity awards granted to our executive officers, including awards made in 2008, the Compensation Committee considered several factors when determining the size of the awards including the Named Executive Officer's existing equity, individual performance and contribution level and scope of responsibility, as well as retention and ownership objectives for each Named Executive Officer. The awards granted in 2008 were made at a critical time in the Company's growth and development. The Compensation Committee determined the size of the 2008 awards using the same factors as outlined above, with a focus on achieving an appropriate balance of equity ownership percentages that would reflect and recognize past performance and contributions over a period when the Company's risk profile was much different, as well as properly incentivize new executive level talent added to the organization. The Compensation Committee had ownership targets they wanted to achieve for key contributors, including Messrs. Gaynor and Alvarez, in order to ensure that retention and ownership objectives were met with respect to the management team (including both existing and new executive level talent).

        Our Compensation Committee has approved the grant of non-qualified stock options to each of our Named Executive Officers at the time of this offering. Our Compensation Committee determined the number of options to be granted and the option terms using the same factors they have used in the past for determining equity awards (as described above). In addition, the Compensation Committee took into account the equity that expired as a result of the Reorganization. The options have a term of ten years. The options will be subject to vesting periods that generally range from two to four years

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with vesting commencing no earlier than six months from the date of this offering. The option grants are as follows: Paul Gaynor—1,533,664; Michael Alvarez—676,975; Kurt Adams—293,450; Paul Wilson—112,411; Carol Grant—65,812. The Compensation Committee has also approved the grant of non-qualified stock options to three of our Directors. The option grants are as follows: Stephen Key—53,862; Jim Mogg—72,499; Pat Wood—4,429. In addition, our Compensation Committee approved the grant of an aggregate of 950,606 of non-qualified stock options to other employees. The number of options granted was determined based on an assumed public offering price equal to $25.00 per share, the midpoint of the range on the front cover of this prospectus. The number of options granted will be adjusted on the pricing date based on the actual public offering price. The exercise price for the options will be at least the public offering price.

Other Benefits

Retirement Savings Opportunity

        All employees may participate in our 401(k) Retirement Savings Plan, or 401(k) Plan as soon as they become an employee. We provide this 401(k) Plan to help our employees save a portion of their cash compensation for retirement in a tax efficient manner. We match the contributions made by our employees to the 401(k) Plan. Employees are immediately 100% vested in both their own contributions as well as the company match. Our Named Executive Officers participate in the 401(k) plan on the same basis as all other employees.

Health and Welfare Benefits

        All full-time employees, including our Named Executive Officers, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance.

Other Perquisites

        Our executive officers are eligible to participate in the same benefit programs that are broadly available to other employees, and under the same terms and conditions and at the same levels as other employees, subject to any limitations required by the benefit plans themselves such as compensation limits imposed by the Internal Revenue Service.

        Messrs. Alvarez and Wilson have arrangements with the company that provide for us to pay family travel and temporary housing expenses.

        Mr. Alvarez, when accepting his promotion to President in March 2009, agreed to spend an increased amount of his time in the Boston office. The company provides him with a company car and a furnished apartment in Boston. The company also reimburses him for expenses related to quarterly visits by family members from San Francisco. Any of these reimbursements that are taxable to Mr. Alvarez are grossed up.

        Mr. Wilson's arrangement provides for a housing allowance of up to $4,000 per month for living expenses including rent, parking and other expenses associated with his housing in Boston as well as certain family travel expenses. Any of these reimbursements that are taxable to Mr. Wilson are grossed up.

        As Chief Development Officer, Mr. Adams was provided with a company car for a portion of 2009, but has not been provided with a company car in 2010.

        Mr. Metzner received other separation benefits including severance payments and continuation of his medical and dental benefits at the company's expense.

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        The expenses described in this perquisite section are included in the Summary Compensation Table on page 147 in the All Other Compensation column and in the Other Compensation table on page 148.

Employment Agreements of Executive Officers

        Effective November 1, 2009, all employees, including the executive officers, moved to "at-will" employment arrangements. This was done to standardize the terms and conditions under which we employ people and to more closely align the interests of executive officers with those of our equity holders.

Severance and Change of Control Arrangements

        Our employees and executive officers are entitled to certain benefits upon the involuntary termination of their employment without cause. The severance provisions are governed by the terms of our severance plan. Severance benefits are cash payments made to executives over a specified period of time. The level of severance benefits is generally determined based on the contribution level and length of service of each person. These severance benefit levels were initially established by reviewing competitive data that is generally available combined with specific data provided by our compensation consultants. The Compensation Committee may, in its sole discretion, modify or terminate the severance plan, or the terms of any individual's severance benefit at any time, should business conditions or competitive practice warrant such change or termination.

Stock Ownership Guidelines

        We do not have stock ownership guidelines for our executive officers because we believe our current incentive compensation arrangements provide the appropriate alignment between executive officers and our stockholders. We will continue to periodically review best practices and evaluate our position with respect to stock ownership guidelines.

Securities Trading Policy

        Our securities trading policy provides that executive officers, including the Named Executive Officers, and our directors, may not, among other things, purchase or sell puts or calls to sell or buy our stock, engage in short sales with respect to our stock, buy our securities on margin, or otherwise hedge their ownership of our stock. The purchase or sale of stock by our executive officers and directors may only be made during certain windows of time and under the other conditions contained in our policy.

Tax Deductibility of Executive Compensation

        Limitations on deductibility of compensation may apply under Section 162(m) of the Code, as discussed below. An exception applies to this deductibility limitation for a limited period of time in the case of companies that become publicly traded. In addition, following such limited period of time, an exception to the $1 million limit applies with respect to certain performance-based compensation.

        Although deductibility of compensation is preferred, tax deductibility is not a primary objective of our compensation programs. We believe that achieving our compensation objectives set forth above is more important than the benefit of tax deductibility, and we reserve the right to maintain flexibility in how we compensate our executive officers that may result in limited deductibility of amounts of compensation from time to time.

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2009 Summary Compensation Table

        The following table shows information concerning the annual compensation for services provided to us by our Chief Executive Officer, our President and Chief Financial Officer, our former Chief Financial Officer and our three other most highly compensated executive officers during the fiscal year ended December 31, 2009. Any reference to the grant of Series B Units in this section is to First Wind Holdings, LLC's Series B Units, which were issued prior to the reclassification of First Wind Holdings, LLC's units that we are undertaking in connection with our reorganization, which we are effecting immediately before this offering. See "The Reorganization and Our Holding Company Structure."

Name and Principal Position		Year		Salary(1)		Bonus		Stock Awards(2)		Non-Equity Incentives(3)		All Other Compensation(4)		Total
Paul Gaynor			2007	$	277,677	$	500,000		—		—	$	14,774	$	792,451
	Chief Executive Officer		2008	$	362,765	$	100,000	$	6,488,720		—	$	14,837	$	6,966,322
	and Director		2009	$	375,323		—		—	$	375,000	$	11,900	$	762,223
Michael Alvarez(5)			2007	$	277,488	$	375,000		—		—	$	19,488	$	671,976
	President and Chief		2008	$	341,130	$	100,000	$	6,202,490		—	$	19,286	$	6,662,906
	Financial Officer		2009	$	369,761	$	150,000	$	438,648	$	375,000	$	134,001	$	1,467,410
Kurt Adams			2009	$	315,322		—	$	657,973	$	315,000	$	28,980	$	1,317,275
	Executive Vice President
	and Chief Development
	Officer
Paul Wilson(6)			2008		—	$	350,000		—		—		—	$	350,000
	Executive Vice President,		2009	$	343,435	$	500,000	$	877,297	$	—	$	116,793	$	1,837,525
	General Counsel and
	Secretary
Carol Grant			2009	$	200,270		—	$	328,986	$	150,000	$	10,088	$	689,344
	Senior Vice President,
	External Affairs
Michael Metzner(7)			2009	$	324,735		—		—		—	$	234,943	$	559,678
	Former Chief Financial
	Officer

(1)

Represents salary earned during the reportable year.

(2)

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

(3)

Represents Non-Equity incentives paid under the 2009 Bonus Plan as approved by the Compensation Committee in February 2010.

(4)

Represents the matching contributions of up to 4% made by us to the Named Executive Officer's 401(k) plan; payments made by us for long term and short-term disability and life insurance premiums as well as medical and dental insurance premiums and payments to provide other benefits to the Named Executive Officers as described in the supplemental table below.

(5)

Mr. Alvarez was promoted to President in March 2009 and assumed the role of Chief Financial Officer in November 2009. As part of his promotion to President, he received a bonus of $150,000.

(6)

Mr. Wilson received guaranteed bonuses of 150,000 (which was a portion of his $500,000 signing bonus) and 350,000 for 2009. $350,000 of his signing bonus was paid at the end of 2008.

(7)

Michael Metzner was our Chief Financial Officer between June 2008 and November 2009 when he left the company.

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Other Compensation

Name	Year		Tax Reimbursements(1)		Welfare Benefit Premiums(2)		Company Contributions(3)		Vehicle Expense(4)		Temporary Living Expense(5)		Family Travel(6)		Relocation(7)		Other Benefits(8)		Total
Paul Gaynor		2007		—	$	5,774	$	9,000		—		—		—		—		—	$	14,774
		2008		—	$	5,637	$	9,200		—		—		—		—		—	$	14,837
		2009		—	$	5,022	$	6,878		—		—		—		—		—	$	11,900
Michael Alvarez		2007		—	$	10,488	$	9,000		—		—		—		—		—	$	19,488
		2008		—	$	10,086	$	9,200		—		—		—		—		—	$	19,286
		2009	$	34,414	$	10,088	$	9,800	$	6,845	$	69,371	$	3,483		—		—	$	134,001
Kurt Adams		2009		—	$	10,088	$	7,214	$	11,678		—		—		—		—	$	28,980
Paul Wilson		2009	$	32,011	$	8,109	$	9,800		—	$	49,333	$	4,432	$	13,108		—	$	116,793
Carol Grant		2009		—	$	10,088		—		—		—		—		—		—	$	10,088
Michael Metzner		2009		—	$	10,017	$	8,758		—		—		—		—	$	216,168	$	234,943

(1)

Represents tax gross-ups for relocation and temporary living expenses and family travel expenses.

(2)

Represents the premiums paid for medical, dental and life insurance benefits on the same basis as all other employees.

(3)

Represents the Company matching contributions to the 401(k) retirement savings plan.

(4)

Represents the cost to provide a company vehicle to the executive.

(5)

Represents the cost to provide temporary living accommodations.

(6)

Represents the cost to provide family travel benefits.

(7)

Represents the cost to provide relocation benefits.

(8)

Represents severance payments and payments for continuation of benefits made to Mr. Metzner from the time of his termination in November 2009 through the end of the year.

Grants of Plan-Based Awards

        In 2009, an aggregate of 5,483,107 Series B Units were awarded to certain of our Named Executive Officers pursuant to restricted unit agreements, as summarized in the table below. In addition, in January 2010 an aggregate of 7,988,489 Series B-5 Units were awarded to certain of our Named Executive Officers. Mr. Gaynor received 1,823,856 units, Mr. Alvarez received 2,735,784 units, Mr. Adams received 2,553,398 units, Mr. Wilson received 364,771 units and Ms. Grant received 510,680 units. As these grants were made after the reportable year, they are not reflected in the Summary Compensation Table, the Grants of Plan-Based Awards Table or the Outstanding Equity at Year End Table.

					Estimated Possible Payments Under Non-Equity Incentive Plan Awards(2)
											All other Stock Awards Units (#)(1)
													Grant Date Fair Value Stock Awards(4)
Name	Committee Action Date(1)		Grant Date(1)		Threshold $(3)		Target $		Maximum $
Paul Gaynor(5)		—		—	$	187,500	$	375,000	$	750,000		—		—
Michael Alvarez		5/6/2009		6/15/2009	$	187,500	$	375,000	$	750,000		1,044,401	$	438,648
Kurt Adams		5/6/2009		6/15/2009	$	157,500	$	315,000	$	630,000		1,566,602	$	657,973
Paul Wilson(6)		5/6/2009		6/15/2009		—		—		—		2,088,803	$	877,297
Carol Grant		5/6/2009		6/15/2009	$	75,000	$	150,000	$	300,000		783,301	$	328,986
Michael Metzner(7)

(1)

Series B-4 Units.

(2)

The Compensation Committee approved the non-equity incentive plan on February 5, 2009.

(3)

Assumes the minimum thresholds are achieved. If the minimum threshold targets are not met, no bonuses are paid.

(4)

Grant date fair value computed in accordance with FASB ASC Topic 718.

(5)

Mr. Gaynor did not receive equity in 2009.

(6)

Mr. Wilson was not eligible for a non-equity incentive plan award.

(7)

Mr. Metzner did not receive equity in 2009 and did not receive a non-equity incentive plan award due to the termination of his employment in November 2009.

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Outstanding Equity Awards at Fiscal Year End

        The following table sets forth the outstanding equity awards of our Named Executive Officers as of December 31, 2009.

Name		No. of Series B Units that have Not Vested (#)		Market Value of Series B Units that have Not Vested ($)(1)
Paul Gaynor
	Series B-1		938,217	$	525,401
	Series B-3		10,021,333	$	0
Michael Alvarez
	Series B-3		9,579,333	$	0
	Series B-4		1,044,401	$	0
Kurt Adams
	Series B-3		2,252,666	$	0
	Series B-4		1,044,401	$	0
Paul Wilson
	Series B-4		2,088,803	$	0
Carol Grant
	Series B-4		522,201	$	0
Michael Metzner(2)			—	$	—

(1)

Market Value determined based on a business enterprise valuation performed by us with the assistance of an independent valuation firm and based upon hypothetical distributions upon liquidation.

(2)

Mr. Metzner forfeited 6,116,000 unvested Series B-3 Units due to the termination of his employment in November 2009.

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        The following table shows the vesting schedule for Series B Units granted to our Named Executive Officers that were outstanding as of December 31, 2009. Our reorganization and this offering will not accelerate the vesting periods of our outstanding Series B Units.

Name		Units Granted		Grant Date		Vesting Commmencement Date(1)
Paul Gaynor
	Series B-1		6,192,000		4/28/2006		Various	(2)
	Series B-2		8,000,000		12/30/2006		12/30/2006
	Series B-3		6,800,000		4/8/2008		4/8/2008
	Series B-3		8,232,000		6/25/2008		6/25/2008
Michael Alvarez
	Series B-2		2,500,000		12/30/2006		12/30/2006
	Series B-3		6,500,000		4/8/2008		4/8/2008
	Series B-3		7,869,000		6/25/2008		6/25/2008
	Series B-4		1,044,401		6/15/2009		3/23/2009
Kurt Adams
	Series B-3		1,200,000		5/19/2008		5/19/2008
	Series B-3		2,179,000		6/25/2008		6/25/2008
	Series B-4		1,566,602		6/15/2009		11/1/2008
Paul Wilson
	Series B-4		2,088,803		6/15/2009		1/1/2009
Carol Grant
	Series B-4		783,301		6/15/2009		10/20/2008
Michael Metzner
	Series B-3		N/A		N/A		N/A

(1)

Units vest in three equal annual installments beginning on the first anniversary of the vesting commencement date and continuing on each of the following two anniversaries thereof.

(2)

On April 28, 2006, 31.91% of the Series B-1 Units began to vest. On July 28, 2006, 7.76% of the Series B-1 Units began to vest. On October 2, 2006, 11.78% of the Series B-1 Units began to vest. On November 1, 2006, 3.10% of the Series B-1 Units began to vest. On January 3, 2007, 4.08% of the Series B-1 Units began to vest. Pursuant to an amendment to the restricted unit agreements entered into in connection with the issuance of Series B-1 Units on March 31, 2008, all remaining Series B-1 Units (41.38%) began to vest on January 1, 2008. Each of these dates is considered a vesting commencement date.

Restricted Series B Units

        Pursuant to the terms of the limited liability company agreement of First Wind Holdings, LLC, as of December 31, 2007, we were authorized to issue up to 56,929,571 Series B Units as restricted grants to our officers, directors and employees. On April 7, 2008, First Wind Holdings, LLC increased the aggregate number of authorized Series B Units to 77,212,000 and on May 20, 2008 First Wind Holdings, LLC increased the aggregate number of authorized Series B Units to 180,000,000, of which 45,000,000 are not subject to any restrictions. Upon completion of this offering, holders of vested Series B Units that have then current value will receive shares of Class A common stock for such units. Unvested Series B Units and vested Series B Units that do not then have current value will expire under the terms of the current LLC Agreement of First Wind Holdings, LLC. The Series B Units were intended to constitute "profits interests" within the meaning of Revenue Procedures 93-27 and 2001-43. The "Outstanding Equity Awards at Fiscal Year End" table above provides individual quantitative information with respect to grants of all series of Series B Units to each of our Named Executive Officers as of December 31, 2009.

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Initiation of Vesting

        A portion of the Series B-1 Units began to vest on the date the units were granted, April 28, 2006. Additional Series B-1 units became vesting units on capital call completion dates according to a "funding fraction," where the numerator is the capital contributed as of such date and the denominator is the aggregate capital commitment. Each unit that becomes a vesting unit on any particular capital call date is considered to be in the same "tranche" of vesting units. On March 31, 2008, the Restricted Unit Agreements with respect to the Series B-1 Units were amended to allow all remaining unvesting Series B-1 units to begin vesting as of January 1, 2008. Each Series B-2 and B-3 Unit began vesting on its respective grant date. B-4 Units began vesting on either the grant date or the recipient's hire date depending upon whether the grant was a new hire award or a performance-based or promotion-based award.

Vesting of Series B Units

        If an officer remains continuously employed by us from the date he or she is granted Series B Units through the first anniversary of the date a tranche began to vest, one-third of his or her units in such tranche will become vested shares. Assuming continued employment by us, an additional one-third of the units in the tranche will vest on the second anniversary of the date the tranche began to vest and the remaining one-third will vest upon the third anniversary of the date the tranche began to vest.

Vesting Upon Change of Control

        The arrangements governing the Series B Units provide that, in the event of a sale or business combination that results in a majority of First Wind Holdings, LLC's current Series A Units being held by any person or group of persons who were not equityholders as of April 28, 2006, or upon a liquidation event, all unvested units that have not previously vested will become vested units provided the officer has remained continuously employed by us from the date his or her Series B Units were granted through the date of the change of control or liquidation event. However, at our discretion, we may require an executive to continue with us in substantially the same capacity and for substantially the same compensation for a transition period of up to nine months. If we exercise this right, 10% of the proceeds payable upon a change of control or liquidation event with respect to such executive's vested units may be held back by us until he or she has fulfilled his or her transition period obligations.

Non-Competition and Confidentiality Agreements

        All officers granted restricted units discussed above were required to concurrently enter into non-competition and confidentiality agreements. Pursuant to these agreements, within the United States, Mexico and Canada, each officer has agreed not to compete with our business, as it exists during the term of the agreement, either directly or indirectly for a period ending two years after the officer is no longer employed by us. In addition, each officer must keep confidential non-public information belonging to us for a period of three years following the end of his or her employment with us. These agreements are discussed further in "—Potential Payments upon Termination or Change in Control" below.

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Stock Vested in the Fiscal Year Ended December 31, 2009

        None of our executives owned or exercised any stock options during 2009. The table below shows the number of units held by each executive that vested during 2009, along with the value each executive realized upon this vesting.

Name		No. of Units Vested (#)		Value realized on Vesting ($)(1)(2)
Paul Gaynor
	Series B-1		2,063,998	$	1,155,840
	Series B-2		2,666,666	$	613,333
	Series B-3		5,010,667	$	0
Michael Alvarez
	Series B-2		833,334	$	191,667
	Series B-3		4,789,667	$	0
Kurt Adams
	Series B-3		1,126,334	$	0
	Series B-4		522,201	$	0
Paul Wilson
	Series B-4		—		—
Carol Grant
	Series B-4		261,100	$	0
Michael Metzner
	Series B-3		3,058,000	$	0

(1)

Value realized calculated based on market value on the vesting date.

(2)

Market value determined based on a business enterprise valuation performed by us with the assistance of an independent valuation firm and based upon hypothetical distribution upon liquidation.

Pension Benefits

        Other than our 401(k) Plan, we do not have any plan that provides for payments or other benefits at, following, or in connection with, retirement.

Non-Qualified Deferred Compensation

        We do not have any plan that provides for the deferral of compensation on a basis that is not tax qualified.

Potential Payments Upon Termination or Change in Control

Employment Agreements

        All employment agreements were terminated with effect on November 1, 2009, pursuant to the company's program to move to an "at-will" employment status with all employees. See "—Employment Agreements of Executive Officers."

        Our executive officers are entitled to certain benefits upon the involuntary termination of their employment without cause. The severance provisions are governed by the terms of our severance plan which was adopted on November 1, 2009.

Severance Plan

        Under the terms of our severance plan, if an executive officer's employment is terminated involuntarily without cause, the executive officer is entitled to severance benefits in the form of salary

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continuation paid over time, in the amounts set forth in "—Potential Payments upon Termination or Change in Control Summary Table". The company reserves the right to pay any lesser amount, to the extent such an adjustment is warranted by the circumstances. Payment of severance is conditioned on the executive officer's compliance with certain post-employment covenants. Cash severance is the only benefit provided under the severance plan. The executive officer may choose to continue medical and dental benefits through COBRA at his or her own cost.

        If, among other reasons, an executive officer resigns voluntarily, retires, fails to return from vacation or leave of absence, dies or becomes disabled, or an executive officer's employment is terminated for cause, the executive officer will not receive any severance benefits. We have defined "cause" in the severance plan. Generally, the definition includes conviction of a crime, willful misconduct or gross negligence, substance abuse, failure to carry out the directives of the board and breach of any confidentiality agreement with the company.

Restricted Unit Agreements

        Each of our Named Executive Officers has been granted Series B Units, which are governed by an individual restricted unit agreement. The general vesting schedule for the Series B Units is discussed above under "—Restricted Series B Units," although these agreements provide for accelerated vesting of the units upon a change of control, a liquidation event or as a result of the executive officer's death or disability. A "change of control" means a sale or business combination that results in a majority of our Series A Units being held by any person or group of persons who were not our stockholders on April 28, 2006.

        If an executive officer resigns or retires voluntarily, or an executive officer's employment is terminated for cause, the executive officer forfeits all Series B Units including any vested Units, unless otherwise determined. We have defined "cause" in the agreement. Generally, the definition includes conviction of a crime, willful misconduct or gross negligence, substance abuse, failure to carry out the directives of the board and breach of any confidentiality agreement with the company. If an executive officer's employment is terminated without cause, all unvested Series B Units are forfeited and vested Series B Units are subject to the company's repurchase rights discussed above.

Quantification of Payments

        The table below reflects the amount of the termination benefit payable to the Named Executive Officers in the event of a termination of employment or a change in control. The amount of compensation payable to each executive in each situation is listed as our best estimate of the amount that the executive would receive; the exact amount of termination benefits could only be determined upon an actual termination of the executive. We have assumed that all expenses to which the executive might be entitled to have already been paid to the executive as of December 31, 2009, and that no mitigating circumstances exist that would allow us to decrease the payments to the executives. The amounts shown also assume that the applicable termination was effective as of December 31, 2009.

Potential Payments upon Termination or Change in Control Summary Table

        The table below reflects the amount of compensation payable to our Named Executive Officers as of December 31, 2009 in the event of a termination of employment or a Change in Control. The

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amount of compensation payable to each such officer in each situation is listed. The amounts shown assume that such termination is effective as of December 31, 2009:

Name	Benefit		Involuntary Not-For- Cause Termination(1)		Death or Disability(2)		Change in Control(3)
Paul Gaynor (4)		Base Salary	$	531,250
		Accelerated B Units			$	525,401	$	525,401
Michael Alvarez(4)		Base Salary	$	468,750
		Accelerated B Units			$	0	$	0
Kurt Adams(5)		Base Salary	$	183,750
		Accelerated B Units			$	0	$	0
Paul Wilson(5)		Base Salary	$	204,167
		Accelerated B Units			$	0	$	0
Carol Grant(5)		Base Salary	$	116,667
		Accelerated B Units			$	0	$	0
Michael Metzner(6)		Base Salary	$	596,044
		Accelerated B Units

(1)

The amounts in this column reflect the value of the maximum severance benefits payable under the First Wind severance plan at 12/31/2009.

(2)

If the executive dies or becomes disabled, all vesting of unvested B Units is accelerated. The amounts in this column reflect the value of unvested Series B Units held by the executive as of December 31, 2009. The market value was determined based on a business enterprise valuation performed by an independent valuation firm and based upon the hypothetical distribution upon liquidation.

(3)

In the event of a termination as a result of change of control, all vesting of unvested B Units is accelerated. The amounts shown in this column reflect the value of unvested Series B Units held by the executive as of December 31, 2009. The market value was determined based on a business enterprise valuation performed by an independent valuation firm and based upon the hypothetical distribution upon liquidation.

(4)

For the CEO and President, the First Wind severance plan allows for a minimum of 12 months of salary continuation plus one additional month for every full year of service with a maximum of 18 months of salary continuation.

(5)

For the remaining executive officers, the severance plan provides for a minimum of six months of salary continuation plus one additional month for every full year of service with a maximum of 12 months of salary continuation.

(6)

The amounts reflect the total severance benefits that Mr. Metzner will receive as a result of the termination of his employment in November 2009. The amounts also include the cost to continue medical and dental coverage for Mr. Metzner during his salary continuation and legal fees paid for review of his separation agreement. Mr. Metzner forfeited his unvested Series B Units upon such termination.

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Director Compensation

        The following table sets forth annual compensation for our non-employee directors for 2009.

Name	Fees Earned or Paid in Cash($)
Zaid Alsikafi(1)	$	—
Richard Aube		—
Patrick Eilers		—
Peter Gish		—
Stephen Key		100,000
Bryan Martin		—
Chris McGowan(2)		—
Jim Mogg		180,000
Matthew Raino(3)		—

(1)

Mr. Alsikafi left the board in 2009.

(2)

Mr. McGowan joined and left the board in 2009.

(3)

Mr. Raino joined the board in 2009.

        No stock awards were made to directors in the year ended December 31, 2009. As of December 31, 2009, Mr. Key had 1,068,666 unvested Series B-3 Units and Mr. Mogg had 1,916,000 unvested Series B-3 Units. These Series B-3 Units vest in three equal annual installments starting on the first anniversary of the date of grant. In addition, in January 2010 we issued 364,771 and 273,578 Series B-5 Units to Messrs Key and Mogg, respectively, which are not reported in the table above. We compensate Messrs. Key and Mogg with an annual retainer fee for their service on our board of directors. Mr. Mogg's annual retainer was set at a higher level because of the additional duties and responsibilities inherent in the position of the Chairman of the board of directors. Pat Wood, who joined our board in 2010, will receive an annual cash retainer of $50,000. He received 70,000 Series B-5 Units upon being appointed to the board. These B-5 Units vest 12 months from the date of the award. None of our other non-employee directors receive compensation for their service. Following this offering, our non-employee directors (including directors designated and elected by our Sponsors pursuant to the nominating and voting agreement) are expected to receive compensation that is commensurate with arrangements offered to directors of companies that are similar to ours. We have not nor do we expect to compensate our employee directors for their service on our board of directors. We also expect to reimburse all directors for reasonable out-of-pocket expenses that they incur in connection with their service as directors, in accordance with our general expense reimbursement policies. Our independent directors will also be eligible to receive stock options and other equity-based awards when, as and if determined by the Compensation Committee pursuant to the terms of our LTIP Plan.

Risk Associated with Compensation Policies and Practices

        In 2010, the Compensation Committee, with the assistance of outside legal counsel, reviewed and evaluated the current risk profile of our employee compensation policies and practices. The Compensation Committee's evaluation focused on material incentive compensation plans and covered a range of plans including both equity and cash incentive plans. The Compensation Committee discussed the terms of each plan, the relationship between each plan and risk and, where applicable, the effect of future awards and the initial public offering. The Compensation Committee analyzed the risks intrinsic to these compensation programs and how individual behavior could potentially exacerbate these risks.

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        The nature of the Company's business, including the amount of capital and time required to develop projects, and the structure of the compensation plans, do not present significant opportunities for management to take material actions to enhance short-term returns while undertaking longer-term risks. The Company's material compensation policies and practices are intended to align compensation with long-term stockholder interests. In light of this evaluation, the Compensation Committee believes that the operation of the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Description of Long-Term Incentive Plan

        The LTIP Plan allows for the grant of stock options, stock appreciation rights, restricted stock, deferred stock, performance-related awards or stock-based awards. The primary purpose of the LTIP Plan is to enhance our ability to attract and retain highly qualified officers, directors, employees and other persons, to motivate such persons to continue in our service and to expend maximum effort to improve our business results, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in our operations and future success.

        We will grant at the time of this offering non-qualified stock options to employees (including our Named Executive Officers), some of whom currently hold Series B Units that will expire as a result of the Reorganization (as discussed above). Our Compensation Committee determined the numbers of options to be granted and the terms on which they will be granted using the same factors as they have used in the past for determining equity awards (as described above under "Executive Compensation—Long-Term Equity Incentive Compensation"), including: the Named Executive Officer's existing equity, individual performance and contribution level and scope of responsibility, as well as retention and ownership objectives for each Named Executive Officer. We have reserved 5,500,000 shares of Class A common stock for issuance under the LTIP Plan.

Administration

        Our board of directors has appointed the Compensation Committee to administer the LTIP Plan pursuant to its terms, except in the event our board of directors chooses to take action as provided under the LTIP Plan. Our Compensation Committee at all times will be comprised of two or more people who are "outside directors" as defined in Section 162(m) of the Internal Revenue Code and, in the discretion of our board of directors, "nonemployee directors" as defined in Rule 16b-3 under the Exchange Act. Unless otherwise limited by the board, the Compensation Committee has broad discretion to administer the LTIP Plan, including the power to determine to whom and when awards will be granted, to determine the amount of such awards (measured in cash, shares of Class A common stock or as otherwise designated), to determine the vesting and exercisability of awards and to prescribe and interpret the other terms and provisions of each award agreement, to delegate duties under the LTIP Plan and to execute all other responsibilities permitted or required under the LTIP Plan.

Class A Common Stock Reserved for Issuance under the LTIP Plan

        Our Class A common stock issued or to be issued under the LTIP Plan consists of authorized but unissued shares and issued shares that we have reacquired. If any shares covered by an award are not purchased or are forfeited, or if an award is settled in cash or otherwise terminates without delivery of any Class A common stock, then the number of shares of Class A common stock counted against the aggregate number of shares available under the LTIP Plan with respect to the award will, to the extent of any such forfeiture, cash settlement or termination, again be available for making awards under the LTIP Plan.

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Eligibility

        Awards may be made under the LTIP Plan to employees, non-employee directors and consultants, and is designated by our board of directors or Compensation Committee as eligible to receive an award.

Amendment or Termination of the LTIP Plan

        Our board of directors may amend, suspend or terminate the LTIP Plan at any time and for any reason. The LTIP Plan will terminate in any event 10 years after the date of its adoption by the board. Amendments to the LTIP Plan will be submitted for stockholder approval to the extent required by applicable law or required by applicable stock exchange listing requirements. In addition, an amendment to the LTIP Plan will be contingent on stockholder approval if the amendment would materially increase the benefits accruing to participants under the LTIP Plan, authorize the repricing of stock options or stock appreciation rights, increase the aggregate number of shares of Class A common stock that may be issued under the LTIP Plan, impair the rights of participants or modify the requirements as to eligibility for participation in the LTIP Plan.

Options

        The LTIP Plan permits the granting of options to purchase shares of Class A common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options. The exercise price of each stock option may not be less than 100% of the fair market value of the Class A common stock on the date of grant. In the case of certain 10% stockholders who receive incentive stock options, the exercise price may not be less than 110% of the fair market value of the Class A common stock on the date of grant.

        The term of each stock option is fixed at the time of grant and may not exceed 10 years from the date of grant. The board of directors or Compensation Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. If an optionee's employment or service terminates for any reason other than cause, death, disability or retirement, any unvested stock option shall terminate and the board of directors or the Compensation Committee may permit an optionee up to 90 days following such termination to exercise any stock options that were exercisable on the termination date. Options may be made exercisable in installments. The exercisability of options may be accelerated by our board of directors or Compensation Committee.

        In general, an optionee may pay the exercise price of an option in cash or in cash equivalents, by tendering shares of Class A common stock to the extent provided in an award agreement, pursuant to "net settlement" of the option or by means of a broker assisted cashless exercise to the extent provided in an award agreement and permitted by applicable law, or as otherwise provided in an award agreement and permitted by applicable law.

        Stock options granted under the LTIP Plan may not be sold, transferred, pledged or assigned other than by will or under applicable laws of descent and distribution. However, we may permit in an award agreement the limited transfers of non-qualified options for the benefit of family members of grantees.

Other Awards

        The LTIP Plan permits the granting of the following additional types of awards:

•

shares of unrestricted stock, which are shares of Class A common stock, issued at no cost or for a purchase price that are free from any restrictions under the LTIP Plan. Unrestricted shares of Class A common stock may be issued to participants as an inducement to enter employment, and may be issued in lieu of cash compensation to be paid to participants;

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•

shares of restricted stock, which are shares of Class A common stock subject to restrictions (including a substantial risk of forfeiture);

•

shares of deferred stock, which represent a right to receive shares of Class A common stock at the end of a specified restricted period;

•

stock appreciation rights, which are rights to receive a number of shares or, in the discretion of the administrator, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the rights during a specified period of time;

•

performance and annual incentive awards, ultimately payable in Class A common stock or cash, as determined by the board or committee administering the LTIP Plan. Multi-year and annual incentive awards may be subject to achievement of specified goals tied to business criteria, as described below. Awards to individuals who are covered under Section 162(m) of the Internal Revenue Code will comply with the requirement that payments to such employees qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code to the extent that the board or committee administering the LTIP Plan so designates. Such employees include the Chief Executive Officer and the three highest compensated executive officers (other than the Chief Executive Officer), determined at the end of each year; and

•

other equity-based or equity-related awards payable in Class A common stock or cash.

Section 162(m) of the Internal Revenue Code

        Section 162(m) of the Internal Revenue Code limits publicly-held companies to an annual deduction for federal income tax purposes of $1 million for compensation paid to each of their covered employees. The LTIP Plan, for a period of time following this offering, will qualify for an exception to the rules imposed by Section 162(m) of the Internal Revenue Code. Therefore, awards will be exempt from the limitations on the deductibility of annual compensation in excess of $1.0 million. In addition, Section 162(m) of the Internal Revenue Code contains an exemption for performance-based compensation. The LTIP Plan is designed to permit us to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m).

        Under the LTIP Plan, one or more of the following business criteria, on a consolidated basis, and/or with respect to specified subsidiaries or business units, will be used exclusively by the Compensation Committee in establishing performance goals:

•

return on equity;

•

total stockholder return;

•

primary or fully diluted earnings per share;

•

EBITDA;

•

revenues;

•

cash flows, revenues and/or earnings relative to other parameters (e.g., net or gross assets);

•

operating income;

•

return on investment;

•

changes in the value of Class A common stock;

•

return on assets;

•

completion of commissioned wind energy projects; and

•

value creation per kilowatt.

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        The maximum number of shares of common stock subject to options or stock appreciation rights that can be awarded under the LTIP Plan to any person is 1,000,000 per year, except that this limitation will not apply in respect of grants made within twelve months of the completion of this offering. The maximum number of shares of common stock subject to a performance stock award that can be awarded under the LTIP Plan to any person, other than pursuant to an option or a stock appreciation right, is 500,000 per year. Under the LTIP Plan, the maximum amount that may be paid as an annual incentive award in any calendar year to any one officer is $2 million, and the maximum initial dollar value that may be granted as a performance award in respect of a performance period to any one person is $5 million (with the actual amount payable up to twice the initial dollar value based on the level of achievement of performance conditions).

Adjustments for Stock Dividends and Similar Events

        We may make appropriate adjustments in outstanding awards and the number of shares available for issuance under the LTIP Plan, including the individual limitations on awards, to reflect recapitalizations, reclassifications, stock splits, reverse splits, stock dividends and other similar events.

Effect of Certain Corporate Transactions

        Upon certain change of control transactions, such as the sale of our company, the board of directors or Compensation Committee may vest awards granted under the LTIP Plan and may make other or additional adjustments to awards as it deems appropriate and as specified in the LTIP.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth certain information regarding the beneficial ownership of our Class A common stock and Class B common stock as of October 13, 2010, by (i) each person who, to our knowledge, beneficially owns more than 5% of our Class A common stock or our Class B common stock; (ii) each of our directors and named executive officers; and (iii) all of our executive officers and directors as a group. The information set forth below gives effect to our reorganization and assumes the sale of 12,000,000 shares of our Class A common stock in this offering at an assumed initial public offering price of $25.00 per share (the midpoint of the range set forth on the cover of this prospectus). The information in the following table may change based on the actual initial public offering price. See "The Reorganization and Our Holding Company Structure." The information set forth below after this offering assumes the sale of 12,000,000 shares of our Class A common stock in this offering and no exercise of the underwriters' over-allotment option.

        The number of shares beneficially owned by each stockholder is determined under SEC rules. Under these rules, beneficial ownership includes any shares as to which the stockholder has sole or shared voting power or investment power. Each of the stockholders listed below has sole voting and investment power with respect to the stockholder's shares unless noted otherwise, subject to community property laws where applicable. Shares of common stock that may be acquired by a stockholder within 60 days following October 13, 2010 pursuant to the exercise of options are deemed to be outstanding for the purpose of computing the percentage ownership of such stockholder but are not deemed to be outstanding for computing the percentage ownership of any other stockholder.

					Percentage of Shares of Class A Common Stock Beneficially Owned(1)								Percentage of Shares of Class B Common Stock Beneficially Owned(1)
		Shares of Class A Common Stock Beneficially Owned(1)									Shares of Class B Common Stock Beneficially Owned(1)
Name					Before Offering			After Offering					Before Offering			After Offering
Stockholders owning 5% or more:
	The D. E. Shaw group(2)(4)		12,760,860	(2)		100%	(2)		51.5%	(2)		4,187,779		18.0	%		18.0	%
	Madison Dearborn(3)(4)		—	(3)		—	(3)		—	(3)		16,948,639		72.9	%		72.9	%
Directors and executive officers:
	Paul Gaynor(5)		—			—			—			75,640		*			*
	Michael Alvarez		—			—			—			10,179		*			*
	Kurt Adams		—			—			—			—		—			—
	Paul Wilson		—			—			—			—		—			—
	Carol Grant		—			—			—			—		—			—
	Michael Metzner		—			—			—			—		—			—
	Richard Aube(2)(6)		—			—			—			—		—			—
	Patrick Eilers(3)		—	(3)		—	(3)		—	(3)		16,948,639		72.9	%		72.9	%
	Peter Gish(7)		—			—			—			—		—			—
	Stephen Key		—			—			—			—		—			—
	Bryan Martin(2)(6)		—			—			—			—		—			—
	Jim Mogg		—			—			—			—		—			—
	Matthew Raino(3)		—			—			—			—		—			—
	Pat Wood III		—			—			—			—		—			—
All executive officers and directors as a group (15 persons)			12,760,860			100	%		51.5	%		21,222,237		91.3	%		91.3	%

*

Less than one percent

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(1)

Unless otherwise indicated, all shares of stock are held directly with sole voting and investment power. Assumes no exercise of the underwriters' over-allotment option.

(2)

Includes 12,760,860 shares of Class A common stock held directly by D. E. Shaw MWPH Acquisition Holdings, L.L.C. (the Class A Shares) and 4,187,779 shares of Class B common stock held directly by D. E. Shaw MWP Acquisition Holdings, L.L.C. (the Class B Shares) (together with the Class A Shares, the Subject Shares). D. E. Shaw MWPH Acquisition Holdings, L.L.C. has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Class A Shares. D. E. Shaw MWP Acquisition Holdings, L.L.C. has power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Class B Shares. D. E. Shaw & Co., L.P., as investment adviser to D. E. Shaw MWPH Acquisition Holdings, L.L.C. and D. E. Shaw MWP Acquisition Holdings, L.L.C., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As general partner of D. E. Shaw & Co., L.P., D. E. Shaw & Co., Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Neither D. E. Shaw & Co., L.P. nor D. E. Shaw & Co., Inc. owns any common stock directly, and each such entity disclaims beneficial ownership of the Subject Shares except to the extent of any pecuniary interest therein. David E. Shaw does not own any common stock directly. By virtue of David E. Shaw's position as President and sole stockholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw MWPH Acquisition Holdings, L.L.C. and D. E. Shaw MWP Acquisition Holdings, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares except to the extent of any pecuniary interest therein. Messrs. Aube and Martin, directors of First Wind, are each Managing Directors of D. E. Shaw & Co., L.P. and thus may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Messrs. Aube and Martin disclaim beneficial ownership of the Subject Shares, except to the extent of each such person's pecuniary interest therein. The Class B Shares, together with the Series B Membership Interests of First Wind Holdings, LLC owned of record by D. E. Shaw MWP Acquisition Holdings, L.L.C. are exchangeable at D. E. Shaw MWP Acquisition Holdings, L.L.C.'s option into equal number of shares of Class A common stock, representing 100.0% and 58.5% of the shares of Class A common stock before and after the Offering, respectively (with such percentages assuming exchange of the Class B Shares but not any other stockholder, in accordance with SEC rules). Under SEC rules, D. E. Shaw MWP Acquisition Holdings, L.L.C. is deemed the beneficial owner of such number of shares of Class A common stock. The shares of Class A common stock and Class B common stock vote together as a single class on matters submitted to a vote of our stockholders. The address for the D. E. Shaw group and each of the persons and entities described in this footnote is 120 West Forty Fifth Street, 39th floor, New York, New York 10036.

(3)

All of the shares are held of record by Madison Dearborn Capital Partners IV, L.P. (MDCP). All of these shares may be deemed to be beneficially owned by Madison Dearborn Partners IV, LP (MDP IV), the sole general partner of MDCP. Messrs. John A. Canning, Jr., Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP IV that has the power, acting by majority vote, to vote or dispose of the shares beneficially held by MDCP. Mr. Eilers is a limited partner of MDP IV and a Managing Director of Madison Dearborn Partners, LLC (the general partner of MDP IV), and therefore may be deemed to share beneficial ownership of the shares beneficially held by MDCP. Mr. Raino is a Vice President of Madison Dearborn Partners, LLC (the general partner of MDP IV). Messrs. Canning, Finnegan, Mencoff, Eilers and Raino and MDP IV each hereby disclaims any beneficial ownership of any shares held by MDCP, except to the extent of each such person's pecuniary interest therein. The shares of Class B common stock, together with the Series B Membership Interests of First Wind Holdings, LLC owned of record by MDCP, are exchangeable at MDCP's option into an equal number of shares of Class A common stock, representing 57.0% and 40.6% of the shares of Class A common stock before and after the Offering, respectively (with such percentages assuming exchange of MDCP's shares but not any other stockholder, in accordance with SEC rules). Under SEC rules, MDCP is deemed the beneficial owner of such number of shares of Class A common stock. The shares of Class A common stock and Class B common stock vote together as a single class on matters submitted to a vote of our stockholders. The address of MDCP and each of the persons described in this footnote is Three First National Plaza, Suite 4600, 70 West Madison Street, Chicago, Illinois 60602.

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(4)

Each of D. E. Shaw MWP Acquisition Holdings, L.L.C. (MWP), D. E. Shaw MWPH Acquisition Holdings, L.L.C. (MWPH, and together with MWP, the D. E. Shaw Entities), MDCP, and the Company are parties to a nominating and voting agreement regarding the voting of shares held by the D. E. Shaw Entities and MDCP (the Specified Stockholders). See "Management—Board Composition." Pursuant to the nominating and voting agreement, the Specified Stockholders have agreed to vote in favor of each other's nominees for director, as described under "The Reorganization and Our Holding Company Structure—Nominating and Voting Agreement." As a result, the Specified Stockholders may be deemed to have formed a "group" within the meaning of Section 13(d) under the Exchange Act, and the group may be deemed, collectively, to beneficially own all the shares of common stock subject to the nominating and voting agreement. The shares of Class A common stock and Class B common stock vote together as a single class on matters submitted to a vote of our stockholders. The shares of Class A common stock and Class B common stock held by the Specified Stockholders represent 70.6% of our outstanding voting common stock on a combined basis. Each of MWP, MWPH, and MDCP, as well as the other entities and persons described in footnotes 2 and 3, disclaims any beneficial ownership with respect to shares of common stock held by the other parties to the nominating and voting agreement, except to the extent of his or its pecuniary interest therein. The number of shares of common stock shown for each of the D. E. Shaw group and Madison Dearborn in the table does not include shares that may be deemed to be beneficially owned by such selling stockholders solely as a result of the nominating and voting agreement.

(5)

Prior to the completion of this offering, 67,039 of these shares were held by UPC Wind Partners II, LLC, of which Summer Holdings, LLC (SH) is a member. Paul Gaynor is the sole manager of SH. Following consummation of the reorganization that will be effected immediately before completion of this offering, UPC Wind Partners II, LLC intends to distribute the Series B Membership Interests in First Wind Holdings, LLC, and shares of Class B common stock in First Wind Holdings Inc. to its members, including SH, subject to the lock-up agreement described in "Underwriting." All of these shares are held of record in the name of Summer Holdings, LLC, a Delaware limited liability company (SH), of which Paul Gaynor is the sole manager. As set out in the operating agreement of SH, the manager of SH has sole voting and investment control of the shares held of record by SH. The members of SH include Paul Gaynor and certain family trusts established by Paul Gaynor or his spouse. The address of each of SH, Paul Gaynor and the said family trusts is Attn: Bradley Van Buren, Holland & Knight, 10 St. James Avenue, Boston Massachusetts 02116.

(6)

Consists of 16,948,639 shares held by entities affiliated with the D. E. Shaw group. See note 2 above.

(7)

Prior to the completion of this offering, 104,839 of these shares were held by UPC Wind Partners II, LLC, of which Swift Diamond Holdings LLC (SDH) is a member. Peter Gish is the manager of SDH. Following consummation of the reorganization that will be effected immediately before completion of this offering, UPC Wind Partners II, LLC intends to distribute the Series B Membership Interests in First Wind Holdings, LLC, and shares of Class B common stock in First Wind Holdings Inc. to its members, including SDH, subject to the lock-up agreement described in "Underwriting." The members of SDH include Peter Gish. The address of each of SDH and Peter Gish is Attn: Corporate Secretary, c/o First Wind Holdings Inc., 179 Lincoln Street, Suite 500, Boston MA 02111.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        In this section, any reference to Series B Units is to First Wind Holdings, LLC's Series B Units, which were outstanding prior to our reorganization which will be effected immediately before completion of this offering.

        Since January 1, 2007, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described where required in "Management" and "Executive Compensation," and the transactions described or referred to below.

Proposed Transactions with First Wind Holdings Inc.

        In connection with the reorganization, we will engage in certain transactions with certain of our directors and other persons and entities that will become beneficial owners of 5% or more of our voting securities through their ownership of shares of our Class A common stock and Class B common stock. These transactions are described in "The Reorganization and Our Holding Company Structure."

Historical Transactions with First Wind Holdings, LLC

        Before this offering, our business was conducted through First Wind Holdings, LLC. The only entities who have at any time been beneficial owners of five percent or more of the voting units of First Wind Holdings, LLC are UPC Wind Partners II, LLC, the D. E. Shaw group and Madison Dearborn. Set forth below is a description of certain transactions between First Wind Holdings, LLC and certain of our directors, executive officers and principal securityholders.

Securities Issuances and Related Matters

2007 Series A Unit Issuances

        On January 3, 2007 and March 15, 2007, pursuant to its limited liability agreement, First Wind Holdings, LLC issued an aggregate of 13,348,928 Series A Units for aggregate consideration of $13,348,928. The table below sets forth the number of Series A Units sold to our directors, executive officers and 5% stockholders and their affiliates in connection with these financings.

Name	Series A Units		Aggregate Purchase Price
The D. E. Shaw group		6,050,000	$	6,050,000
Madison Dearborn		6,050,000		6,050,000
UPC Wind Partners II, LLC(1)		1,026,812		1,026,812
Paul Gaynor		12,791		12,791
Michael Alvarez		183,743		183,743
Total		13,348,928	$	13,348,928

(1)

Certain of the outstanding membership interests in UPC Wind Partners II, LLC are owned by BEC Montana Properties 2, LLC, an entity owned and controlled by Brian Caffyn, a member of the board of management of First Wind Holdings, LLC, Swift Diamond Holdings LLC, an entity owned and controlled by Peter Gish and Summer Holdings, LLC, an entity owned and controlled by Paul Gaynor. Following consummation of the reorganization that will be effected immediately before completion of this offering, UPC Wind Partners II, LLC intends to distribute the Series B Membership Interests in First Wind Holdings, LLC, and shares of Class B common stock in First Wind Holdings Inc. to its members, each of whom in turn may distribute such securities to its members, subject to the lock-up agreement described in "Underwriting."

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2008 Series A Unit Issuances

        In 2008, pursuant to its limited liability agreement and in connection with a refinancing of indebtedness held by HSH Nordbank AG, New York Branch (HSH), First Wind Holdings, LLC issued an aggregate of 460,374,066 additional Series A Units for aggregate consideration of $460,374,066. The table below sets forth the number of Series A Units sold to our directors, executive officers and 5% stockholders and their affiliates in connection with these financings. In connection with the HSH refinancing, our Sponsors made capital contributions of approximately $275.2 million and paid approximately $170.2 million directly to HSH in respect of principal and interest due under certain of the debt that was refinanced. In addition, guarantees that had been provided by our Sponsors to HSH to secure our obligations under the facilities were released. These guarantees had been with respect to First Wind Holdings, LLC's $150.0 million revolver loan and $50.0 million of First Wind Acquisition, LLC's $267.2 million turbine supply loan and revolver loan.

Name	Series A Units		Aggregate Purchase Price
The D. E. Shaw group		225,371,215	$	225,371,215
Madison Dearborn		225,371,215		225,371,215
UPC Wind Partners II, LLC(1)		9,458,267		9,458,267
Paul Gaynor		33,381		33,381
Michael Alvarez		73,226		73,226
Total		460,374,066	$	460,374,066	(2)

(1)

Certain of the outstanding membership interests in UPC Wind Partners II, LLC are owned by BEC Montana Properties 2, LLC, an entity owned and controlled by Brian Caffyn, Swift Diamond Holdings LLC, an entity owned and controlled by Peter Gish, and Summer Holdings, LLC, an entity owned and controlled by Paul Gaynor. Following consummation of the reorganization that will be effected immediately before completion of this offering, UPC Wind Partners II, LLC intends to distribute the Series B Membership Interests in First Wind Holdings, LLC, and shares of Class B common stock in First Wind Holdings Inc. to its members, each of whom in turn may distribute such securities to its members, subject to the lock-up agreement described in "Underwriting."

(2)

Includes an aggregate of $23.4 million of loan conversions.

2008 Series A-1 Unit Issuances

        On December 12, 2008, pursuant to its limited liability company agreement, First Wind Holdings, LLC issued 30,000,000 Series A-1 Units to each of the D. E. Shaw group and Madison Dearborn for an aggregate of 60,000,000 Series A-1 Units for aggregate consideration of $60.0 million.

2008 Series B Unit Issuances

        On May 27, 2008, in connection with additional capital commitments of $141.0 million provided by the Sponsors, First Wind Holdings, LLC increased the aggregate number of authorized Series B Units to 180,000,000. First Wind Holdings, LLC issued 22,059,000 Series B Units to each of our Sponsors, for an aggregate of 44,118,000 newly issued Series B Units, which vested immediately upon issuance.

2008 Distributions to Members

        In May 2008, in accordance with terms of its limited liability company agreement, First Wind Holdings, LLC paid cash distributions to its members (including the D. E. Shaw group and Madison Dearborn) totaling $8,591,000 in respect of federal income taxes to be assessed at the member level.

        In December 2008, First Wind Holdings, LLC amended the Unit Redemption Agreement that it had originally entered into with UPC Wind Partners II, LLC on April 28, 2006. As amended, the

166

agreement provided for cash payments of up to $5.5 million to be made, and up to 4.5 million Series A-1 Units to be issued, to UPC Wind Partners II, LLC, subject to certain conditions. In December 2009, $1.0 million was paid and 4.5 million Series A-1 Units were issued and in March 2010, the remaining $4.5 million was paid.

2009 Series A-1 Unit Issuances

        Pursuant to capital call provisions in the April 28, 2006 limited liability company agreement of First Wind Holdings, LLC and corresponding provisions in a related unit subscription agreement, on January 30, 2009 and February 26, 2009, First Wind Holdings, LLC issued an aggregate of 140,000,000 additional Series A-1 Units for aggregate consideration of $140.0 million. The table below sets forth the number of Series A-1 Units sold to our directors, executive officers and 5% stockholders and their affiliates in connection with these financings.

Name	Series A-1 Units		Aggregate Purchase Price
The D. E. Shaw group		70,000,000	$	70,000,000
Madison Dearborn		70,000,000		70,000,000
Total		140,000,000	$	140,000,000

        In addition, as described above, in 2009 pursuant to the Unit Redemption Agreement with UPC Wind Partners II, LLC, First Wind Holdings, LLC issued 4,500,000 Series A-1 Units to UPC Wind Partners II, LLC upon certain of our projects' commencing commercial operations.

2009 and 2010 Distributions to Members

        As noted above, First Wind Holdings, LLC paid cash distributions to UPC Wind Partners II totaling $1.0 million in 2009 and $4.5 million in 2010 under the Unit Redemption Agreement.

First Wind Energy, LLC

        First Wind Energy, LLC employs all of our officers and personnel and is owned 99% by First Wind Holdings, LLC with the balance of its equity owned by the D. E. Shaw group and Madison Dearborn. The D. E. Shaw group and Madison Dearborn purchased their interests in First Wind Energy, LLC in January 2008 in exchange for an aggregate capital contribution of $200.

Registration Rights Agreement

        In connection with the completion of this offering, we will enter into a registration rights agreement with certain of our current investors to register for sale under the Securities Act shares of our equity securities in the circumstances described below. All persons who purchased our units under our April 2006 limited liability company agreement and certain members of our management will be party to the registration rights agreement. For a description of these registration rights, see "The Reorganization and Our Holding Company Structure—Registration Rights Agreement."

Related Party Loans and Advances

        On May 3, 2007, we entered into term promissory notes with certain of our principal security holders and executive officers. Pursuant to our promissory notes with D. E. Shaw MWP Acquisition Holdings, L.L.C., Madison Dearborn Capital Partners IV, L.P., Paul Gaynor, Michael Alvarez and UPC Wind Partners II, LLC, a Delaware limited liability company, we borrowed $4.6 million, $4.6 million, $30,902, $30,902 and $0.8 million, respectively. The notes bore interest at 8% per annum. In May 2008, these borrowings were converted to capital contributions for which the lending members received 10,735,430 Series A Units in the aggregate.

167

        On May 29, 2007, we entered into a second set of term promissory notes with certain of our principal investors and executive officers. Pursuant to our promissory notes with D. E. Shaw MWP Acquisition Holdings, L.L.C., Madison Dearborn Capital Partners IV, L.P., Michael Alvarez and UPC Wind Partners II, LLC we borrowed $5.5 million, $5.5 million, $37,082 and $0.8 million from these parties, respectively. The notes bear interest at 8% per annum. In May 2008, these borrowings were converted to capital contributions for which the lending members received 12,628,937 Series A Units.

        On May 2, 2008, we received voting interests in Deepwater Wind Holdings, LLC, a wind energy development company focused on developing wind energy projects offshore the continental United States, in exchange for a contribution of $3.4 million in cash and other assets with a net book value of approximately $471,000. We and the D. E. Shaw group currently own approximately 10.3% and 78.4%, respectively, of the outstanding voting interests in Deepwater Wind Holdings, LLC, with the balance of the membership interests held by third-party investors. Messrs. Gaynor, Alvarez, Key and Martin serve on the board of managers of Deepwater Wind Holdings, LLC. Deepwater Wind Holdings, LLC is in the process of developing offshore wind energy projects and has no completed projects to date.

Indemnification, Employment and Related Agreements

        Our certificate of incorporation and bylaws include provisions that authorize and require us to indemnify our officers and directors to the fullest extent permitted under Delaware law, subject to limited exceptions. In connection with this offering, we plan to enter into separate indemnification agreements with each of our directors. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors. We have also entered into restricted unit agreements and non-competition and confidentiality agreements with our named executive officers. See "Management." The limited liability company agreement of First Wind Holdings, LLC also provides indemnification rights to its managing member, members, officers and their respective affiliates, including our Sponsors. Because First Wind Holdings, LLC is a limited liability company, the indemnification provisions in its limited liability company agreement are not subject to the limitations set forth in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers.

Purchase of Prattsburgh Real Property

        On February 22, 2008, we entered into a purchase agreement with Windfarm Prattsburgh, LLC, a Delaware limited liability company and our indirect wholly owned subsidiary; UPC Wind Partners II, LLC; and BEC New York Properties, LLC, a Delaware limited liability company that is owned by Brian Caffyn, with respect to a parcel of land situated in the town of Prattsburgh, New York pursuant to which Windfarm Prattsburgh, LLC purchased the parcel of land from BEC New York Properties, LLC. Windfarm Prattsburgh, LLC agreed to purchase the parcel for (i) consideration of 152,527 Series A Units in UPC Wind Partners LLC to be granted to UPC Wind Partners II, LLC as the seller's designee and (ii) a payment of $23,000 from Windfarm Prattsburgh, LLC to BEC New York Properties, LLC. In connection with that transaction, First Wind Holdings, LLC granted 152,527 Series A Units for non-cash consideration to UPC Wind Partners II, LLC.

Procedures for Approval of Related Person Transactions

        A "Related Party Transaction" is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in

168

which any related party had, has or will have a direct or indirect material interest. A "Related Person" means:

•

any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

•

any person who is known by us to be the beneficial owner of more than 5.0% of our common stock;

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director or a beneficial owner of more than 5.0% of our common stock, and any person (other than a tenant or employee) sharing the household of such director or beneficial owner of more than 5.0% of our common stock; and

•

any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10.0% or greater beneficial ownership interest.

        Our board of directors will adopt a written related party transactions policy prior to the completion of this offering. Pursuant to this policy, the Audit Committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, the Audit Committee shall take into account, among other factors, the following: (1) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (2) the extent of the Related Person's interest in the transaction. Further, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

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THE REORGANIZATION AND OUR HOLDING COMPANY STRUCTURE

Overview

        First Wind Holdings Inc. was incorporated as a Delaware corporation in May 2008. After completion of the reorganization described below and this offering, our outstanding capital stock will consist of Class A common stock and Class B common stock. Our Class A common stock will be held by the investors in this offering as well as certain entities in the D. E. Shaw group and certain of our employees. Our Class B common stock will be held by our Sponsors, certain of our employees and other existing investors in First Wind Holdings, LLC. Shares of our Class B common stock vote together with shares of our Class A common stock as a single class, subject to certain exceptions. After completion of this offering, our Sponsors will own 70.6% of our outstanding Class A common stock and Class B common stock on a combined basis (or 68.1% if the underwriters exercise their over-allotment option in full) and will have effective control over the outcome of votes on all matters requiring approval by our stockholders.

        First Wind Holdings Inc. was formed for purposes of this offering and has only engaged in activities in contemplation of this offering. Upon completion of this offering, all of our business will continue to be conducted through First Wind Holdings, LLC, which is the holding company that has conducted all of our business to date. First Wind Holdings Inc. will be a holding company whose principal asset will be its Series A Membership Interests in First Wind Holdings, LLC. All of the equity of First Wind Holdings, LLC outstanding prior to the reorganization that will not be owned by First Wind Holdings Inc. will be either exchanged for our Class A common stock or Series B Membership Interests of First Wind Holdings, LLC and an equal number of shares of our Class B common stock, except for Series B Units then unvested and vested Series B Units that do not have then current value, which will expire. Our Sponsors, certain of our employees and current investors will own all of First Wind Holdings, LLC's Series B Membership Interests, which have no voting rights, except with regard to certain amendments of First Wind Holdings, LLC's limited liability company agreement. Each holder of the newly issued Series B Membership Interests in First Wind Holdings, LLC will receive an equal number of shares of our Class B common stock. One Series B Membership Interest and one share of Class B common stock are together exchangeable for one share of Class A common stock. Certain entities in the D. E. Shaw group will receive Class A common stock rather than Series B Membership Interests (and corresponding shares of Class B common stock).

        Prior to the completion of this offering, the D. E. Shaw group, Madison Dearborn and First Wind Holdings Inc. will enter into a nominating and voting agreement pursuant to which we will agree to nominate individuals designated by them to the board of directors and the Sponsors will agree to vote all shares of Class A common stock and Class B common stock they hold or acquire in the future together on certain matters submitted to a vote of our common stockholders, including the election of directors. As a result, our Sponsors will be able to exercise control over such matters requiring the approval of our stockholders, including the election of our directors and the approval of significant corporate transactions. See "—Nominating and Voting Agreement" below.

        There will be 24,760,860 shares of our Class A common stock outstanding after this offering. These shares will represent 100% of the rights of the holders of all classes of our capital stock to share in all distributions of First Wind Holdings Inc.

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        The diagram below shows our organizational structure immediately after completion of this offering and related transactions, assuming no exercise of the underwriters' over-allotment option.

(1)

Certain entities in the D. E. Shaw group will receive Class A common stock rather than Series B Membership Interests (and the corresponding shares of Class B common stock). As a result, the D. E. Shaw group will hold a combination of Series B Membership Interests, Class A common stock and Class B common stock. The Class A common stock held by the D. E. Shaw group will have 48.0% of the voting power, and 25.6% of the economic rights, in First Wind Holdings Inc. if the underwriters exercise their over-allotment option in full. On a combined basis, the Class A common stock and Class B common stock held by the D. E. Shaw group will represent combined voting power of 35.3% in First Wind Holdings Inc. (or 34.0% if the underwriters exercise their over-allotment option in full).

(2)

The members of First Wind Holdings, LLC, other than us, will consist of our Sponsors and certain of our employees and current investors in First Wind Holdings, LLC.

(3)

The Class A common stockholders will have the right to receive all distributions made on account of our capital stock. Each share of Class A common stock and Class B common stock is entitled to one vote per share. The Class A common stock held by public stockholders will have 27.7% of the voting power, and 52.0% of the economic rights, in First Wind Holdings Inc. if the underwriters exercise their over-allotment option in full.

(4)

46.7% of the voting power in First Wind Holdings Inc. if the underwriters exercise their over-allotment option in full.

(5)

Series A Membership Interests and Series B Membership Interests will have the same economic rights in First Wind Holdings, LLC. Series A and Series B Membership Interests will have 53.3% and 46.7%, respectively, of the economic rights in our business through First Wind Holdings, LLC if the underwriters exercise their over-allotment option in full.

        Pursuant to a registration rights agreement that we will enter into with certain of our current investors, we will upon request use our best efforts to file a registration statement in order to register the resales of the shares of our Class A common stock that are issuable upon exchange of Series B Membership Interests. See "—Registration Rights Agreement."

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Holding Company Structure

        The only business of First Wind Holdings Inc. after this offering will be to act as the sole managing member of First Wind Holdings, LLC. First Wind Holdings Inc. will operate and control all of our businesses and affairs through First Wind Holdings, LLC. The financial results of First Wind Holdings Inc. and First Wind Holdings, LLC and its consolidated subsidiaries will be consolidated in our financial statements. Following this offering, First Wind Holdings, LLC will have two classes of equity outstanding: Series A Membership Interests held by First Wind Holdings Inc. and Series B Membership Interests held by our Sponsors and certain of our employees and other current investors in First Wind Holdings, LLC. The ownership interests of holders of Series B Membership Interests of First Wind Holdings, LLC will be accounted for as a noncontrolling interest in our consolidated financial statements after this offering.

Limited Liability Company Agreement of First Wind Holdings, LLC

        Following our reorganization and this offering, First Wind Holdings Inc. will operate our business through First Wind Holdings, LLC and its consolidated subsidiaries. The operations of First Wind Holdings, LLC, and the rights and obligations of its members, will be governed by the limited liability company agreement of First Wind Holdings, LLC, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. The following is a description of the material terms of this limited liability company agreement.

Governance

        First Wind Holdings Inc. will serve as the sole managing member of First Wind Holdings, LLC. As such, we will control its business and affairs and be responsible for the management of our business. No other members of First Wind Holdings, LLC, in their capacity as such, will have any authority or right to control the management of First Wind Holdings, LLC or to bind it in connection with any matter.

Voting and Economic Rights of Members

        First Wind Holdings, LLC will have two series of outstanding equity: Series A Membership Interests, which may only be issued to First Wind Holdings Inc., as sole managing member, and Series B Membership Interests. The Series B Membership Interests will be held by our Sponsors and certain of our employees and other current investors in First Wind Holdings, LLC. The Series A Membership Interests and Series B Membership Interests will entitle their holders to equivalent economic rights. Holders of Series B Membership Interests will have no voting rights, except for the right to approve certain amendments to the limited liability company agreement of First Wind Holdings, LLC.

        Net profits and net losses of First Wind Holdings, LLC will be allocated, and distributions made, to its members pro rata in accordance with the number of Membership Interests of First Wind Holdings, LLC they hold. Accordingly, net profits and net losses of First Wind Holdings, LLC will initially be allocated, and distributions will be made, approximately 51.6% to First Wind Holdings Inc. and approximately 48.4% to the initial holders of Series B Membership Interests (or 53.3% and 46.7%, respectively, if the underwriters exercise their over-allotment option in full).

        Subject to the availability of net cash flow at the First Wind Holdings, LLC level, and to applicable legal and contractual restrictions, First Wind Holdings Inc. intends to cause First Wind Holdings, LLC to distribute to it, and the holders of Series B Membership Interests, cash payments for the purposes of funding tax obligations in respect of any taxable income and net capital gain that is allocated to us and the holders of Series B Membership Interests, respectively, as members of First Wind Holdings, LLC. See "—Tax Consequences." If First Wind Holdings, LLC makes distributions to its members in any

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given year, the determination to pay dividends, if any, to our Class A stockholders will be made by our board of directors. We do not, however, expect to declare or pay any cash or other dividends in the foreseeable future on our Class A common stock, as we intend to reinvest any cash flow generated by operations in our business. Class B common stock will not be entitled to any dividend payments. Our debt agreements effectively limit our ability to pay dividends on our Class A common stock, and we may also enter into credit agreements or other borrowing arrangements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock.

Coordination of First Wind Holdings Inc. and First Wind Holdings, LLC

        Whenever First Wind Holdings Inc. issues a share of Class A common stock for cash (including in connection with this offering) the net proceeds will be transferred promptly to First Wind Holdings, LLC, and First Wind Holdings, LLC will issue to First Wind Holdings Inc. one of its Series A Membership Interests. When we issue a share of our Class A common stock pursuant to our LTIP Plan, First Wind Holdings Inc. will contribute to First Wind Holdings, LLC any net proceeds it receives in connection with such issuance and First Wind Holdings, LLC will issue to First Wind Holdings Inc. one of its Series A Membership Interests, having the same restrictions, if any, attached to the shares of Class A common stock issued under the LTIP Plan. If First Wind Holdings Inc. issues other classes or series of equity securities, it will contribute to First Wind Holdings, LLC the net proceeds it receives in connection with such issuance, and First Wind Holdings, LLC will issue to First Wind Holdings Inc. an equal number of equity securities of First Wind Holdings, LLC with designations, preferences and other rights and terms that are substantially the same as the newly issued equity securities. Conversely, if First Wind Holdings Inc. repurchases any shares of Class A common stock (or equity securities of other classes or series) for cash, First Wind Holdings, LLC will, immediately prior to our repurchase, redeem an equal number of Series A Membership Interests (or its equity securities of the corresponding classes or series), upon the same terms and for the same price, as the shares of our Class A common stock (or our equity securities of such other classes or series) are repurchased.

        First Wind Holdings Inc. will not conduct any business other than the management and ownership of First Wind Holdings, LLC and its subsidiaries, or own any other assets (other than on a temporary basis), although First Wind Holdings Inc. may take such actions and own such assets as are necessary to comply with applicable law, including compliance with its responsibilities as a public company under the U.S. federal securities laws and may incur indebtedness and may take other actions if we determine that doing so is in the best interest of First Wind Holdings, LLC. In addition, Membership Interests of First Wind Holdings, LLC, as well as shares of our common stock, will be subject to equivalent stock splits, dividends and reclassifications.

Issuances and Transfer of Membership Interests

        Series A Membership Interests may only be issued to First Wind Holdings, Inc. as the sole managing member of First Wind Holdings, LLC. Series B Membership Interests may only be issued to persons or entities we permit. Such issuances shall be in exchange for cash or other consideration, including the services of First Wind Holdings, LLC's employees. Series B Membership Interests may not be transferred, except to certain permitted transferees of the holders of Series B Membership Interests and in accordance with the restrictions on transfer set forth in the limited liability company agreement of First Wind Holdings, LLC, and any such transfer must be accompanied by the transfer of an equal number of shares of our Class B common stock to the same transferee.

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Exchange Rights

        We have reserved for issuance 23,239,140 shares of our Class A common stock, which is the aggregate number of shares of our Class B common stock to be outstanding after completion of the reorganization and this offering.

Redemption of Shares of Class B Common Stock

        A holder of Series B Membership Interests must deliver an equal number of shares of Class B common stock to First Wind Holdings Inc. for redemption in connection with exercising its right to exchange Series B Membership Interests for shares of Class A common stock.

Exculpation and Indemnification

        The limited liability company agreement contains provisions limiting the liability of First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors, to First Wind Holdings, LLC or any of its members. Moreover, the limited liability company agreement contains broad indemnification provisions for First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors. Because First Wind Holdings, LLC is a limited liability company, these provisions are not subject to the limitations on exculpation and indemnification contained in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers.

Voting Rights of Class A Stockholders and Class B Stockholders

        Each share of our Class A common stock and Class B common stock will entitle its holder to one vote. Immediately after this offering, our Class B stockholders will collectively hold approximately 48.4% of the total voting power of our common stock (or 46.7% if the underwriters exercise their over-allotment option in full). The D. E. Shaw group will hold approximately 35.3% of the total voting power of our common stock (or 34.0% if the underwriters exercise their over-allotment option in full). Madison Dearborn will hold 35.3% of the total voting power of our common stock (or 34.0% if the underwriters exercise their over-allotment option in full).

Tax Consequences

        The holders of Membership Interests of First Wind Holdings, LLC, including First Wind Holdings Inc., generally will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of First Wind Holdings, LLC. Net profits and net losses of First Wind Holdings, LLC generally will be allocated to its members pro rata in proportion to the number of Membership Interests they hold. The limited liability company agreement of First Wind Holdings, LLC provides for cash distributions to its members if the taxable income of First Wind Holdings, LLC in a given year gives rise to taxable income for its members in excess of the cash otherwise distributed to them in that year. In accordance with this agreement, First Wind Holdings, LLC intends to make distributions to the holders of its Membership Interests for the purpose of funding their tax obligations in respect of the income of First Wind Holdings, LLC that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the net taxable income of First Wind Holdings, LLC allocable per Membership Interest multiplied by an assumed tax rate equal to the highest combined U.S. federal and applicable state and local tax rate applicable to any member (taking into account the deductibility of state and local taxes for U.S. federal income tax purposes).

        First Wind Holdings, LLC intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, which is effective for 2010 and for each taxable year in which an exchange of Series B Membership Interests, together with an equal number of shares of Class B common stock, for shares of our Class A common stock occurs. We expect that, as a result of this election, any future

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exchanges of Series B Membership Interests, together with an equal number of shares of Class B common stock, for shares of our Class A common stock, would result in increases in the tax basis in the tangible and intangible assets of First Wind Holdings, LLC at the time of such future exchanges, which will increase the tax depreciation and amortization deductions available to us. Any such increases in tax basis and tax depreciation and amortization deductions would reduce the amount of tax that we would otherwise be required to pay in the future. We will be required to pay a portion of the cash savings we actually realize from such increase (or are deemed to realize in the case of an early termination payment by us, or a change in law, as discussed below) to certain holders of the Series B Membership Interests pursuant to a tax receivable agreement. See "—Tax Receivable Agreement" below.

Tax Receivable Agreement

        First Wind Holdings Inc. will enter into a tax receivable agreement with certain holders of Series B Membership Interests after giving effect to the reorganization and with certain future holders of Series B Membership Interests. That agreement will require First Wind Holdings Inc. to pay such holders 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax actually realized by First Wind Holdings Inc. (or deemed to be realized by First Wind Holdings Inc. in the case of an early termination payment, or a change in control, as discussed below) as a result of any possible future increases in tax basis described above and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This will be the obligation of First Wind Holdings Inc. and not the obligation of First Wind Holdings, LLC. First Wind Holdings Inc. would benefit from the remaining 15% of cash savings, if any, realized. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing First Wind Holdings Inc.'s actual income tax liability with the amount of such taxes that it would have been required to pay had there been no increase in its share of the tax basis of the tangible and intangible assets of First Wind Holdings, LLC. The term of the tax receivable agreement will commence upon completion of this offering and will continue until all such tax benefits have been used or expired, unless First Wind Holdings Inc. exercises its right to terminate the tax receivable agreement for an agreed-upon value of payments remaining to be made under the agreement. Estimating the amount of payments to be made under the tax receivable agreement is imprecise by its nature and cannot be predicted reliably at this time, because any actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending on a number of factors, including:

•

the timing of exchanges of Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable and amortizable assets of First Wind Holdings, LLC at the time of the exchanges;

•

the price of our Class A common stock at the time of exchanges of Series B Membership Interests (and an equal number of shares of our Class B common stock)—the increase in our share of the basis in the assets of First Wind Holdings, LLC, as well as the increase in any tax deductions, will be related to the price of our Class A common stock at the time of these exchanges;

•

the tax rates in effect at the time we use the increased amortization and depreciation deductions; and

•

the amount and timing of our income—we will be required to pay 85% of the tax savings, as and when realized, if any. Except in certain circumstances, if we do not have taxable income, we will not be required to make payments under the tax receivable agreement for that taxable year because no tax savings will have been actually realized.

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        As a result of the size of the increases in our share of the tax basis of the tangible and intangible assets of First Wind Holdings, LLC attributable to our interest therein, the payments that we make under the tax receivable agreement could be substantial for periods in which we generate taxable income. However, because we have not generated taxable income to date and do not expect to generate taxable income in the near-term, it is difficult to predict when and if we will make payments under the tax receivable agreement. Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2009, if all of the Series B Membership Interests were acquired by us in taxable transactions at the time of the closing of this offering for a price of $25.00 (the midpoint of the range on the cover of this prospectus) per Series B Membership Interest, we estimate that the amount that we would be required to pay under the tax receivable agreement could be approximately $45.0 million. The actual amount may materially differ from this hypothetical amount, as potential future payments will be calculated using the market value of our Class A shares and the prevailing tax rates at the time of relevant exchange and will be dependent on us generating sufficient future taxable income to realize the benefit.

        In addition, the tax receivable agreement will provide that, upon certain mergers, asset sales, other forms of business combinations or other changes of control, our (or our successors') obligations with respect to certain exchanged or acquired Series B Membership Interests would be based on certain assumptions, including that we would have sufficient taxable income to fully use the deductions arising from the increased tax basis and other benefits related to entering into the tax receivable agreement. As a result, in certain circumstances, we could make payments under the tax receivable agreement in excess of our actual cash savings in income tax.

        Decisions made in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments we make under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the tax receivable agreement and increase the present value of such payments.

        Were the Internal Revenue Service to successfully challenge the tax basis increases described above, we would not be reimbursed for any payments previously made under the tax receivable agreement. As a result, in certain circumstances, we could make payments under the tax receivable agreement in excess of our actual cash savings in income tax.

Registration Rights Agreement

        We will enter into a registration rights agreement with our Sponsors, certain of our employees and other current investors in First Wind Holdings, LLC to register for sale under the Securities Act shares of our Class A common stock in the circumstances described below. All persons who purchased our units under our April 2006 limited liability company agreement and certain of our employees will be party to the registration rights agreement. This agreement will provide certain holders of our common stock with the right to require us to register shares of our Class A common stock that are received by them in the reorganization or that are issuable upon exchange of Series B Membership Interests and an equal number of shares of our Class B common stock and will provide the other stockholders who will be party to the agreement with the right to include their Class A common stock in a registration statement under most other circumstances. The following description summarizes such rights and circumstances following our reorganization as a corporation.

Demand Rights

        Subject to certain limitations, at any time after completion of this offering, certain of our stockholders will have the right, by delivering written notice to us, to require us to register the number of our shares of Class A common stock requested to be so registered in accordance with the

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registration rights agreement. Within 10 days of receipt of notice of a demand registration, we will be required to give notice to all other holders of registrable shares of Class A common stock. We will include in the registration all securities with respect to which we receive a written request for inclusion in the registration within 10 days after we give our notice.

Piggyback Rights

        Any holder of registrable shares of Class A common stock will be entitled to request to participate in, or "piggyback" on, registrations of any of our securities for sale by us at any time after this offering. We call this right a piggyback right and the resulting registration a piggyback registration. The piggyback right will apply to any registration following this offering other than a demand registration described above or a registration on Form S-4 or S-8.

Conditions and Limitations

        The registration rights outlined above will be subject to conditions and limitations, including the right of underwriters to limit the number of shares to be included in a registration statement and our right to delay, suspend or withdraw a registration statement under specified circumstances.

        If requested by the managing underwriter or underwriters, holders of securities with registration rights will not be able to make any sale of our equity securities (including sales under Rule 144) or give any demand notice during a period commencing on the date of the request and continuing for a period not to exceed 90 days (with respect to any underwritten public offering, other than this offering, made prior to the second anniversary of this offering, and thereafter 60 days rather than 90 days) or such shorter period as may be requested by the underwriters. The managing underwriters for the relevant offering may agree to shorten this period.

Nominating and Voting Agreement

        In connection with the reorganization, we and our Sponsors will enter into a nominating and voting agreement with respect to all shares of our common stock held by them and any additional shares that they may acquire in the future. Subject to certain limitations, if a Sponsor and/or any of its affiliates beneficially owns in the aggregate at least 20% of the total number of outstanding shares of Class A common stock and Class B common stock, our board of directors will include in the nominees recommended for election as director not less than two individuals designated by such Sponsor. If a Sponsor and/or any of its affiliates beneficially owns in the aggregate at least 10% of the total number of outstanding shares of Class A common stock and Class B common stock, our board of directors will include in the nominees recommended for election as director not less than one individual designated by such Sponsor. In addition, our Sponsors will agree to vote all their shares of Class A common stock and Class B common stock together on certain matters submitted to our common stockholders for a vote, including the election of directors. Because our Sponsors will own 70.6% of our outstanding Class A common stock and Class B common stock on a combined basis (or 68.1% if the underwriters exercise their over-allotment option in full), our Sponsors will have effective control over the election of our directors.

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DESCRIPTION OF CAPITAL STOCK

        Pursuant to our certificate of incorporation, we have the authority to issue an aggregate of 330,000,000 shares of capital stock, consisting of 275,000,000 shares of Class A common stock, par value $0.001 per share, 50,000,000 shares of Class B common stock, $0.001 par value and 5,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this prospectus, we had one holder of record of our common stock.

        Selected provisions of our organizational documents are summarized below. Forms of our organizational documents are attached as exhibits to the registration statement of which this prospectus is a part. In addition, the summary below does not give full effect to the terms of the provisions of statutory or common law that may affect the rights of a stockholder.

Class A Common Stock

        After completion of this offering we will have a total of 24,760,860 shares of Class A common stock and 23,239,140 shares of Class B common stock outstanding. Before this offering, all of our outstanding shares of common stock were held of record by First Wind Holdings, LLC. We have reserved 5,500,000 shares of Class A common stock for issuance to employees under our LTIP Plan.

Voting Rights

        Each share of Class A common stock is entitled to one vote on all matters submitted to a vote of our stockholders. Class A stockholders may not cumulate their votes in the election of directors. Each of our directors is elected on an annual basis by our Class A stockholders and Class B stockholders voting as a single class.

Dividends and Distributions

        Holders of our Class A common stock are entitled to receive dividends if, as and when such dividends are declared by our board out of assets legally available therefor after payment of dividends required to be paid on shares of preferred stock, if any.

Liquidation

        In the event of any dissolution, liquidation, or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock who have a liquidation preference, our remaining assets will be distributed ratably among the holders of Class A common stock.

Other Rights

        Holders of our Class A common stock have no redemption or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. No shares of Class A common stock will have preemptive rights to purchase additional shares of Class A common stock.

        The rights, preferences and privileges of holders of Class A common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock that we may designate and issue in the future.

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Class B Common Stock

Issuance of Class B Common Stock with Series B Membership Interests

        Shares of our Class B common stock are issuable only in connection with the issuance of Series B Membership Interests of First Wind Holdings, LLC. When a Series B Membership Interest is issued by First Wind Holdings, LLC, First Wind Holdings Inc. will issue the holder one share of our Class B common stock. Each share of our Class B common stock will be redeemed and cancelled by us if the holder of the corresponding Series B Membership Interests exchanges such interests pursuant to the terms of the exchange agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Voting Rights

        Our Class B stockholders will be entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders. Each of our directors is elected on an annual basis by our Class A stockholders and Class B stockholders voting as a single class.

        Class B stockholders will not be entitled to cumulate their votes in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all Class B stockholders and Class A stockholders present in person or represented by proxy, voting together as a single class. Except as otherwise provided by law or as described in "—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaw Provisions," certain amendments to our certificate of incorporation must be approved by 66-²/3% of the combined voting power of all shares of Class B common stock and Class A common stock, voting together as a single class.

        See "The Reorganization and Our Holding Company Structure—Nominating and Voting Agreement" for a description of the terms of the nominating and voting agreement that we and our Sponsors will enter into in connection with the reorganization.

Dividend Rights

        Our Class B stockholders will not participate in any dividends declared by our board of directors.

Liquidation

        In the event of any dissolution, liquidation, or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock who have a liquidation preference, Class B stockholders will not be entitled to receive any of our assets.

Other Matters

        In the event of our merger or consolidation with or into another company in connection with which shares of Class A common stock and Class B common stock (together with the related Series B Membership Interests) are converted into, or become exchangeable for, shares of stock, other securities or property (including cash), each Class A stockholder will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash), but each Class B stockholder will only be entitled to receive the same number of shares of stock as is received by Class A stockholders, and will not be entitled to receive other securities or property (including, without limitation, cash). No shares of Class B common stock will have preemptive rights to purchase additional shares of Class B common stock.

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Preferred Stock

        Our certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.001 per share, covering up to an aggregate of 5,000,000 shares of preferred stock and to increase or decrease the number of authorized shares of any such class or series to the extent permitted by Delaware law. Each class or series of preferred stock will cover the number of shares and will have designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of preferred stock or privileges determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, conversion rights, preemptive rights and redemption rights.

Certain Effects of Authorized But Unissued Stock

        The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans.

        The ability of our board of directors to issue authorized but unissued common stock and preferred stock could render more difficult or discourage an attempt to obtain control of the company by means of a proxy contest, tender offer, merger or otherwise, and thereby protect the continuity of our management.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaw Provisions

        A number of provisions in our certificate of incorporation, our bylaws and Delaware law may make it more difficult to acquire control of us. These provisions could deprive the stockholders of opportunities to realize a premium on the shares of common stock owned by them. In addition, these provisions may adversely affect the prevailing market price of our common stock. These provisions are intended to:

•

enhance the likelihood of continuity and stability in the composition of the board and in the policies formulated by the board;

•

discourage transactions that may involve an actual or threatened change in control of us;

•

discourage tactics that may be involved in proxy fights; and

•

encourage persons seeking to acquire control of our company to consult first with the board of directors to negotiate the terms of any proposed business combination or offer.

Advance Notice Procedures for Stockholder Proposals and Director Nominations

        Our bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder's notice generally must be delivered to or mailed and received at our principal executive offices not less than 60 and no more than 90 calendar days prior to the first anniversary of the preceding year's annual meeting of stockholders. However, if the SEC adopts rules permitting a stockholder to include a nominee for director on the company proxy and these rules require the stockholder to notify us earlier than these deadlines, the SEC deadlines will apply. In addition, our bylaws specify requirements as to the form and content of a stockholder's notice. These provisions may preclude stockholders from bringing

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matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Stockholder Meetings

        Our certificate of incorporation provides that any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting, and may not be taken by written consent of stockholders without a meeting, but if holders of Class B common stock collectively hold more than 50% of the total voting power of all of our capital stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of stockholders without a meeting. Our certificate of incorporation provides that only our board of directors, the Chairman of the board of directors, our Chief Executive Officer and, if holders of Class B common stock collectively hold more than 50% of our total voting power, a majority of the Class B common stockholders, are permitted to call a special meeting of stockholders.

Supermajority Vote to Amend Bylaws

        For our stockholders to amend the bylaws, our certificate of incorporation requires the affirmative vote of the holders of at least 66-²/3% of the combined voting power of all shares of our stock then outstanding, voting together as a single class, to adopt, amend or repeal any bylaws of the company.

Limitation of Liability

        Our certificate of incorporation and bylaws provide that to the fullest extent permitted by Delaware law, as that law may be amended and supplemented from time to time, that our directors will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty. The effect of this provision of the certificate of incorporation is to eliminate the rights of the company and our stockholders (through stockholders' derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent behavior). Our certificate of incorporation also sets forth certain indemnification provisions and provides for the advancement of expenses (to the fullest extent authorized by Delaware law) incurred by a director in defending a claim by reason of the fact that he was a director of the company (or was serving as a director or officer of another entity at our request). The indemnification provisions of our certificate of incorporation may reduce the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breaches of their fiduciary duties, even though an action, if successful, otherwise might have benefited us and our stockholders.

        The rights to indemnification and advancement of expenses are not exclusive of any other rights to indemnification our directors or officers, or their respective affiliates, including our Sponsors, may be entitled to under any agreement, vote of stockholders or disinterested directors or otherwise. We intend to enter into indemnification agreements with each of our directors pursuant to which we agree to indemnify the director and his or her affiliates, including our Sponsors, against expenses, judgments, fines or amounts paid in settlement incurred by the director and such affiliates, including our Sponsors, and arising out of his capacity as a director, officer, employee and/or agent of the company or other enterprise of which he is a director, officer, employee or agent acting at our request to the maximum extent permitted by applicable law, subject to certain limitations. Additionally, under Delaware law, we may purchase and maintain insurance for the benefit and on behalf of our directors and officers insuring against all liabilities that may be incurred by the director or officer in or arising out of his capacity as our director, officer, employee and/or agent.

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        First Wind Holdings, LLC's limited liability company agreement contains corresponding provisions with regard to its managing member, members, officers and their respective affiliates. Because First Wind Holdings, LLC is a limited liability company, these indemnification provisions, which will also benefit our Sponsors, are not subject to the limitations of the Delaware General Corporation Law regarding indemnification of officers and directors of Delaware corporations.

Certificate of Incorporation Provisions Relating to Corporate Opportunities and Interested Directors

        Our certificate of incorporation provides that each of the Sponsors and their respective affiliates, director designees and entities in which such Sponsors have an equity investment, has no obligation to offer us an opportunity to participate in business opportunities presented to it or its affiliates even if the opportunity is one that we might reasonably have pursued, unless, in the case of any person who is a director of our company, such business opportunity is offered to such director in writing solely in his or her capacity as a director of our company (subject to certain exceptions) or is identified by the Sponsors solely through the disclosure of information by us or on our behalf. Stockholders will be deemed to have notice of and consented to this provision of our certificate of incorporation.

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to the date of this prospectus, there has been no public market for our Class A common stock. The sale of a substantial amount of our Class A common stock in the public market after we complete this offering, or the perception that such sales may occur, could adversely affect the prevailing market price of our Class A common stock. Furthermore, because some of our shares will not be available for sale shortly after this offering due to the contractual and legal restrictions on resale described below and the fact that a significant number of our shares of Class A common stock (including Class A common stock issuable upon exchange of Series B Membership Interests and shares of our Class B common stock) will be subject to registration rights held by certain of our stockholders, the sale of a substantial amount of Class A common stock in the public market after these restrictions lapse or in the future by these stockholders could adversely affect the prevailing market price of our Class A common stock and our ability to raise equity capital in the future.

        After completion of this offering, we will have 24,760,860 shares of Class A common stock outstanding. All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless the shares are purchased by our "affiliates" as that term is defined in Rule 144 under the Securities Act and except certain shares that will be subject to the lock-up period described under "Underwriting," after completion of this offering. Any shares owned by our affiliates may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement. The shares of Class A common stock issuable to our Class B stockholders will be "restricted securities" as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act. This rule is summarized below.

Rule 144

        In general, under Rule 144, beginning 90 days after this offering, a person (or group of persons whose Class A common stock is required to be aggregated) who is not deemed to have been an affiliate of ours at any time during the preceding three months, and who has beneficially owned our Class A common stock for at least six months, including the holding period of any prior owner other than one of our affiliates, would be entitled sell those shares without regard to volume limitations. Sales of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were held by such person for less than one year.

        An affiliate of ours who has held our Class A common stock for at least six months would be entitled to sell in any three month period a number of shares that does not exceed the greater of:

•

1% of the then outstanding shares, which will equal approximately 247,609 shares immediately after completion of this offering; and

•

the average weekly trading volume in our shares on the Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale, subject to restrictions.

        To the extent that our affiliates sell their Class A common stock, other than pursuant to Rule 144 or a registration statement, the purchaser's holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate. Sales under Rule 144 may also be subject to the availability of current public information about us.

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Class A Common Stock Issuable Upon Exchange of Series B Membership Interests

        After completion of this offering, 23,239,140 Series B Membership Interests of First Wind Holdings, LLC will be outstanding. Each Series B Membership Interest (together with a share of Class B common stock) will be exchangeable for a share of Class A common stock. Pursuant to the registration rights agreement that we will enter into with certain of our current investors, we will upon request use our best efforts to file a registration statement for the sale of shares of Class A common stock received by them in the reorganization or issued to them in exchange for Series B Membership Interests and Class B common stock. If all initial holders of Series B Membership Interests exercised their exchange and resale rights, 23,239,140 shares of Class A common stock would be issued and registered for resale (representing 93.9% of the number of shares of our Class A common stock outstanding immediately after this offering). See "The Reorganization and Our Holding Company Structure—Registration Rights Agreement."

Stock Issued Under Employee Plans

        We intend to file a registration statement on Form S-8 under the Securities Act to register approximately 5,500,000 shares of Class A common stock issuable under our LTIP Plan. This registration statement is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. All of these shares of Class A common stock will be eligible for resale in the public market without restriction after the effective date of the Form S-8 registration statement, subject to Rule 144 limitations applicable to affiliates. Under Rule 701 under the Securities Act, as currently in effect, each of our employees, officers, directors, and consultants who purchased or received shares pursuant to a written compensatory plan or contract is eligible to resell these shares 90 days after the date of this prospectus in reliance upon Rule 144, but without compliance with specific restrictions. Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation or notice provisions of Rule 144.

Lock-Up Period

        Our executive officers, directors and holders of substantially all of our common stock have agreed not to offer, sell, contract to sell, pledge or otherwise dispose of any shares of our Class A common stock for a period of 180 days after the date of this prospectus. See "Underwriting."

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MATERIAL U.S. FEDERAL TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF CLASS A
COMMON STOCK

        The following is a general discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of our Class A common stock by a beneficial owner that is a "Non-U.S. Holder," other than a Non-U.S. Holder that owns, or has owned, actually or constructively, more than 5% of our Class A common stock. A "Non-U.S. Holder" is a person or entity that, for U.S. federal income tax purposes, is a:

•

nonresident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates;

•

foreign corporation; or

•

foreign estate or trust.

        A "Non-U.S. Holder" does not include a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of disposition. Such an individual is urged to consult his or her own tax adviser regarding the U.S. federal income tax consequences of the sale, exchange or other disposition of our Class A common stock.

        If an entity that is classified as a partnership for U.S. federal income tax purposes holds our Class A common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our Class A common stock and partners in such partnerships are urged to consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of our Class A common stock.

        This discussion is based on the Internal Revenue Code of 1986, as amended (the Code), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to Non-U.S. Holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective holders are urged to consult their tax advisers with respect to the particular tax consequences to them of owning and disposing of our Class A common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

Dividends

        As discussed under "Dividend Policy" above, we do not currently expect to pay dividends. In the event that we do pay dividends, dividends paid to a Non-U.S. Holder of our Class A common stock generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a Non-U.S. Holder will be required to provide an Internal Revenue Service Form W-8BEN certifying its entitlement to benefits under a treaty.

        If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and, if an income tax treaty applies, are attributable to a permanent establishment in the United States), the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding paragraph, will generally be taxed in the same manner as a U.S. person. In this case, we will not have to withhold U.S. federal withholding tax if the Non-U.S. Holder complies with applicable certification and disclosure requirements. In general, the Non-U.S. Holder will be required to provide a properly executed Internal Revenue Service Form W-8ECI in order to claim an exemption from withholding. A non-U.S. corporation receiving

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effectively connected dividends may also be subject to an additional "branch profits tax" imposed at a rate of 30% (or a lower treaty rate).

Gain on Disposition of Class A Common Stock

        A non-U.S. holder generally will not be subject to U.S. federal income tax on gain realized on a sale or other disposition of our Class A common stock unless:

•

the gain is effectively connected with a trade or business of the Non-U.S. holder in the United States, or

•

the company is or has been a U.S. real property holding corporation, as defined in the Code, at any time within the five-year period preceding the disposition or the Non-U.S. Holder's holding period, whichever period is shorter, and our Class A common stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs.

        The company believes that it is not, and does not anticipate becoming, a U.S. real property holding corporation.

        If a Non-U.S. Holder is engaged in a trade or business in the United States and gain recognized by the Non-U.S. Holder on a sale or other disposition of our Class A common stock is effectively connected with a conduct of such trade or business, the Non-U.S. Holder will generally be taxed in the same manner as a U.S. person, subject to an applicable income tax treaty providing otherwise. Non-U.S. Holders whose gain from dispositions of our Class A common stock may be effectively connected with a conduct of a trade or business in the United States are urged to consult their own tax advisers with respect to the U.S. tax consequences of the ownership and disposition of our Class A common stock, including the possible imposition of a branch profits tax.

Information Reporting Requirements and Backup Withholding

        Information returns will be filed with the Internal Revenue Service in connection with payments of dividends on our Class A common stock. Unless the Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the Internal Revenue Service in connection with the proceeds from a sale or other disposition of our Class A common stock and the Non-U.S. Holder may be subject to U.S. backup withholding on dividend payments on our Class A common stock or on the proceeds from a sale or other disposition of our Class A common stock. The certification procedures required to claim a reduced rate of withholding under a treaty described above will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such holder's U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Federal Estate Tax

        Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, our Class A common stock will be treated as U.S. situs property subject to U.S. federal estate tax.

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UNDERWRITING

        Under the terms and subject to the conditions contained in an underwriting agreement dated                  , we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives, the following respective numbers of shares of Class A common stock:

Underwriter		Number of Shares
Credit Suisse Securities (USA) LLC
Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
RBS Securities Inc.
Citigroup Global Markets Inc.
Macquarie Capital (USA) Inc.
Piper Jaffray & Co.
KeyBanc Capital Markets Inc.
SG Americas Securities, LLC
	Total

        The underwriting agreement provides that the underwriters are obligated to purchase all the shares of Class A common stock in this offering if any are purchased, other than those shares of Class A common stock covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or this offering may be terminated. The offering of the shares of Class A common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

        We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to            additional shares of Class A common stock from us at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of Class A common stock.

        The underwriters propose to offer the shares of Class A common stock initially at the public offering price on the cover of this prospectus and to selling group members at that price less a selling concession of $            per share. After the initial public offering the underwriters may change the public offering price and concession and discount to broker/dealers.

        The following table summarizes the compensation we will pay:

	Per Share		Total
	Without Over- allotment	With Over- allotment	Without Over- allotment	With Over- allotment
Underwriting discounts and commissions paid by us	$	$	$	$

        We have also agreed to reimburse the underwriters for out-of-pocket legal expenses incurred by them up in connection with FINRA review of this offering up to a maximum of $100,000.

        We estimate that our out-of-pocket expenses for this offering will be approximately $5.1 million.

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        The representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of Class A common stock being offered.

        We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position in or file with the SEC a registration statement under the Securities Act relating to, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the "lock-up" period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the "lock-up" period, we announce that we will release earnings results during the 16-day period beginning on the last day of the "lock-up" period, then in either case the expiration of the "lock-up" will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. waive, in writing, such an extension. The restrictions described in this paragraph do not apply to: (i) the sale of Class A common stock to the underwriters; (ii) the issuance of Class A common stock and membership interests of First Wind Holdings, LLC in connection with the reorganization transactions; (iii) the issuance of Class A common stock upon the exchange of Class B common stock together with Series B Membership Interests of First Wind Holdings, LLC as described in the prospectus; (iv) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the prospectus; (v) the issuance of Class A common stock upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the closing date and described in the prospectus; (vi) the filing of a registration statement on Form S-8; and (vii) issuance of up to 5% of our Class A common stock outstanding after giving effect to this offering and the reorganization transactions (and assuming the exchange for Class A common stock of all Class B common stock and Series B Membership Interests outstanding immediately after the completion of this offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that shares of Class A common stock issued pursuant to this provision will be subject to the terms of a "lock-up" described in the following paragraph.

        Our officers and directors and holders of substantially all of our stock have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our Class A common stock, units of First Wind Holdings, LLC, or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock or units of First Wind Holdings, LLC, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our Class A common stock or units of First Wind Holdings, LLC, whether any of these transactions are to be settled by delivery of our Class A common stock or units of First Wind Holdings, LLC, other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the "lock-up" period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the "lock-up" period, we announce that we will release earnings results during the 16-day period

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beginning on the last day of the "lock-up" period, then in either case the expiration of the "lock-up" will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. waive, in writing, such an extension. Notwithstanding the foregoing, such officers, directors and stockholders may transfer our Class A common stock or units of First Wind Holdings, LLC: (i) as a bona fide gift or gifts, or by will or intestacy; (ii) to any trust for the direct or indirect benefit of such person or the immediate family of such person; (iii) if such person is a corporation, partnership, limited liability company or other business entity, to general or limited partners, members, stockholders or any wholly-owned subsidiary of such person and, in the case of the D. E. Shaw group, Madison Dearborn and UPC Wind Partners II, LLC, to an affiliate under common control and in the case of HSH Nordbank, to another bank branch; (iv) in connection with the exercise by such person of any option to acquire our Class A common stock or any exchange of membership interests of First Wind Holdings, LLC and a corresponding number of shares of our Class B common stock in a manner consistent with the provisions therefor detailed in the Limited Liability Company Agreement of First Wind Holdings, LLC; provided that, in the case of (i), (ii), (iii) and (iv), (A) each donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the terms of the "lock-up" prior to such transfer, (B) no filing by any party (transferor, donee, trustee, distributee or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the "lock-up" period, and other than a filing on Form 4 made by officers, directors or stockholders other than the D. E. Shaw group and Madison Dearborn, which reports only an acquisition of securities and (C) such transfer shall not involve a disposition for value. A transfer of Class A common stock acquired by such officers, directors or stockholders in the open market may be made, provided that (A) the transferee agrees to be bound in writing by the terms of the "lock-up" prior to such transfer, (B) no filing by any party (transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the "lock-up" period) and (C) in the case of officers, directors and stockholders other than the D. E. Shaw group, Madison Dearborn and UPC Wind Partners II, LLC, such transfer shall not involve a disposition for value, and in the case of the D. E. Shaw group, Madison Dearborn and UPC Wind Partners II, LLC, prior to engaging in any such transfer, such person shall have provided notice of such transfer to Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. The D. E. Shaw group, Madison Dearborn, UPC Wind Partners II, LLC and certain other stockholders may also establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of our Class A common stock, provided that such plan does not provide for the transfer of such shares during the "lock-up" period. For purposes of the "lock-up," "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

        Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. have informed us that they do not have a present intent or arrangement to shorten or waive any of the "lock-up" periods with respect to us or any of our officers, directors or stockholders, and will consider the release of any shares subject to a "lock-up" arrangement on a case-by-case basis. Upon a request to release any shares subject to a "lock-up" arrangement, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. would consider the particular circumstances surrounding the request, including, but not limited to, the length of time before the "lock-up" period expires, the number of shares requested to be released, reasons for the request, the possible impact on the trading price of our common stock, historical trading volumes of our common stock and whether the holder of our shares requesting the release is an officer, director or stockholder of ours.

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        We have agreed to indemnify the several underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect, to the extent these liabilities arise out of or are based upon untrue statements or alleged untrue statements of material facts contained in the offering materials, including this prospectus, or omissions or alleged omissions of material facts required or necessary to be stated therein, with an exception for certain information furnished to us by the underwriters specifically for use in such offering materials.

        We have applied to list the shares of Class A common stock on the Nasdaq Global Market.

        In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•

Syndicate covering transactions involve purchases of the Class A common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the Class A common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

        These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding a decline in the market price of the Class A common stock. As a result the price of our Class A common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq Global Market and, if commenced, may be discontinued at any time.

        Before this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our financial operating information in recent periods, and market prices of securities and financial and operating information of companies engaged in activities similar to ours.

        A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or

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more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.

        In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

        In the ordinary course, the underwriters and their affiliates have provided, and may in the future provide, investment banking, commercial banking, financial advisory or other financial services to us and our affiliates for which they have received compensation and may receive compensation in the future. Affiliates of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. have entered into hedging transactions with us. In September 2009, an affiliate of Credit Suisse Securities (USA) LLC entered into tax equity financing transactions with us. In April 2009, our subsidiary that owns our Milford I project entered into a secured credit agreement with RBS Securities Inc., as lead arranger and borrower, and with a syndicate of financial institutions (including affiliates of Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets Inc. and SG Americas Securities, LLC). In 2009, Credit Suisse Securities (USA) LLC received cash compensation for its role as placement agent in connection with a potential private placement that resulted in our loan transaction with affiliates of AIMCO. In March 2010, we entered into a secured letter of credit facility with a syndicate of financial institutions, including affiliates of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Deutsche Bank Securities Inc. and RBS Securities Inc. Also in March 2010, we entered into a term loan with two financial institutions, including an affiliate of Credit Suisse Securities (USA) LLC. The affiliate of Credit Suisse Securities (USA) LLC assigned its entire portion of the loan to another unaffiliated lender, but remains the administrative agent under the term loan. We also have a signed commitment letter with a consortium of banks, including affiliates of RBS Securities Inc. and SG Americas Securities, LLC, to provide construction financing for our Milford II project. In September 2010, we refinanced our New York Wind Loan and replaced the lender with new lenders, including an affiliate of Deutsche Bank Securities, Inc. as a lender.

European Economic Area

        In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, (each, a Relevant Member State) each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it

191

may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a)

to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;



(b)

to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;



(c)

to fewer than 100 natural or legal persons (other than "qualified investors" as defined in the Prospectus Directive) subject to obtaining the prior consent of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated for any such offer; or



(d)

in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

        For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

        In the case of any shares being offered by an underwriter to a financial intermediary, as that term is used in Article 3(2) of the of the Prospectus Directive, such financial intermediary will be deemed to have represented and agreed to and with the underwriter that: (i) the shares purchased by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than "qualified investors" (as defined in the Prospectus Directive) or in circumstances in which the prior consent of the representatives has been obtained to each such offer or resale; or (ii) where shares have been purchased by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

United Kingdom

        Each of the underwriters has represented and agreed as follows:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (FSMA)) to: (i) persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) who fall within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully do so, or in circumstances in which section 21 of FSMA does not apply to the company; and



(b)

it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares of Class A common stock in, from or otherwise involving the United Kingdom.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale,

192

or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the shares are subscribed or purchased under Section 275 by a relevant person that is:

•

a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

        The securities have not been and will not be registered under the Financial Instruments and Exchange Law, as amended (FIEL). Each underwriter has represented and agreed that the securities which it purchases will be purchased by it as principal and that, in connection with the offering, it will not, directly or indirectly, offer or sell any securities in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or entity organized under the laws of Japan), or to others for re-offer or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements under the FIEL and otherwise in compliance with such law and any other applicable laws, regulations and ministerial guidelines of Japan.

Hong Kong

        The shares may not be offered or sold by means of any document other than (i) in circumstances that do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares that are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

193

LEGAL MATTERS

        The validity of the shares offered hereby and certain other legal matters in connection with this offering will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York. Certain legal matters in connection with the shares of Class A common stock offered hereby will be passed upon for the underwriters by Kirkland & Ellis LLP, Chicago, Illinois. Kirkland & Ellis LLP represents Madison Dearborn Capital Partners IV, L.P. and entities affiliated with it, including First Wind Holdings, LLC, in connection with various legal matters.

EXPERTS

        The consolidated financial statements (including the financial statement schedule) of First Wind Holdings, LLC at December 31, 2009 and 2008 and for each of the two years in the period ended December 31, 2009, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The consolidated statements of operations, members' capital and cash flows of First Wind Holdings, LLC and subsidiaries for the year ended December 31, 2007 included in this prospectus and in the registration statement and the related financial statement schedule included elsewhere in the registration statement have been audited by KPMG LLP, independent registered public accounting firm, as stated in their reports appearing in this prospectus and in the registration statement, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The audit report of KPMG LLP covering the consolidated statements of operations, members' capital and cash flows for the year ended December 31, 2007 contains an explanatory paragraph that states that First Wind Holdings, LLC's recurring losses from operations, negative operating cash flows, accumulated deficit, and insufficient resources to meet its funding needs through January 1, 2009 raise substantial doubt about First Wind Holdings, LLC's ability to continue as a going concern. The consolidated statements of operations, members' capital and cash flows for the year ended December 31, 2007 do not include any adjustments that might result from the outcome of this uncertainty.

        The financial statements of First Wind Holdings Inc. have been omitted because the entity has not commenced commercial operations, and has no activities except in connection with its formation, as described in "The Reorganization and Our Holding Company Structure."

CHANGE OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        On February 3, 2009, we decided to engage new auditors as our independent accountants to audit our financial statements. Our board of directors approved the change of accountants to Ernst & Young LLP. Accordingly, as of February 3, 2009, KPMG LLP was dismissed as our independent registered public accounting firm.

        During the two fiscal years ended December 31, 2007 and the subsequent interim period through February 3, 2009, there were no: (1) disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope procedure, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events, except that KPMG advised us of the following material weakness in our internal control over financial reporting that related to the adequacy of our financial and accounting organization support for our financial accounting and reporting needs. These weaknesses resulted from a lack of sufficient personnel, and contributed to

194

significant deficiencies related to: (1) effective policies and procedures designed to ensure certain costs are capitalized in accordance with generally accepted accounting principles and captured in the appropriate accounting period; (2) an effective process to ensure the completeness of accounts payable and accrued expenses; and (3) an effective review and approval process for journal entries.

        The audit report of KPMG LLP on the consolidated statements of operations, members' capital and cash flows of First Wind Holdings, LLC for the year ended December 31, 2007 did not contain any adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: The audit report of KPMG LLP on the consolidated statements of operations, members' capital and cash flows of First Wind Holdings LLC and subsidiaries for the year ended December 31, 2007 contained an explanatory paragraph stating that: "The 2007 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and negative operating cash flows, has an accumulated deficit amounting to $116.4 million as of December 31, 2007, and does not have sufficient resources available to meet its funding needs through January 1, 2009. Those conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty."

        A letter from KPMG LLP is attached as Exhibit 16.1 to this Form S-1 (previously filed).

        During the last two fiscal years and subsequent interim periods preceding their engagement, Ernst & Young LLP was not consulted on any matter relating to accounting principles with respect to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC, under the Securities Act, a registration statement on Form S-1 with respect to the Class A common stock offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement, portions of which are omitted as permitted by the rules and regulations of the SEC. Statements made in this prospectus regarding the contents of any contract or other documents are summaries of the material terms of the contract or document. With respect to each contract or document filed as an exhibit to the registration statement, reference is made to the corresponding exhibit. For further information pertaining to us and to the Class A common stock offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules thereto, copies of which may be inspected without charge at the public reference facilities of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of all or any portion of the registration statement may also be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information that is filed electronically with the SEC. The website can be accessed at www.sec.gov.

        After effectiveness of the registration statement, of which this prospectus is a part, we will be required to comply with the requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, will file current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K and other information with the SEC. Those reports and other information will be available for inspection and copying at the public reference facilities and internet website of the SEC referred to above.

195

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
First Wind Holdings, LLC
	Annual Financial Statements
		Report of Ernst & Young LLP, Independent Registered Public Accounting Firm	F-2
		Report of KPMG LLP, Independent Registered Public Accounting Firm	F-3
		Consolidated Balance Sheets as of December 31, 2008 and 2009	F-4
		Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009	F-5
		Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009	F-6
		Consolidated Statements of Members' Capital for the years ended December 31, 2007, 2008 and 2009	F-7
		Notes to the Consolidated Financial Statements	F-8
	Quarterly Financial Statements
		Condensed Consolidated Balance Sheets as of December 31, 2009 and June 30, 2010 (Unaudited)	F-44
		Condensed Consolidated Statements of Operations for the three months and the six months ended June 30, 2009 and 2010 (Unaudited)	F-45
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2010 (Unaudited)	F-46
		Notes to Condensed Consolidated Financial Statements (Unaudited)	F-47

First Wind Holdings Inc.

        The financial statements of First Wind Holdings Inc. have been omitted from this presentation because the entity has not commenced operations, and has no activities except in connection with its formation, as described in "The Reorganization and Our Holding Company Structure."

F-1

Report of Independent Registered Public Accounting Firm

The Board of Managers
First Wind Holdings, LLC

        We have audited the accompanying consolidated balance sheets of First Wind Holdings, LLC and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, members' capital, and cash flows for the years then ended. Our audits also included the financial statement schedule listed in the Index at Item 16. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Wind Holdings, LLC and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP              

Boston, MA
March 24, 2010

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Members
First Wind Holdings, LLC:

        We have audited the consolidated statements of operations, members' capital (deficit) and cash flows of First Wind Holdings, LLC and subsidiaries for the year ended December 31, 2007. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of First Wind Holdings, LLC and subsidiaries for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

        The 2007 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and negative operating cash flows, has an accumulated deficit amounting to $116.4 million as of December 31, 2007, and does not have sufficient resources available to meet its funding needs through January 1, 2009. Those conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

        As discussed in the first paragraph under the caption "Significant New Accounting Policies" in Note 3, the consolidated financial statements have been adjusted for the retrospective application of Financial Accounting Standards Board Accounting Standards Codification 810, Consolidation, which became effective for the Company on January 1, 2009.

/s/ KPMG LLP

Boston, Massachusetts
July 29, 2008, except for the first paragraph under the
    caption "Significant New Accounting Policies" in
    Note 3 to the consolidated financial statements relating
    to the retrospective change in accounting for noncontrolling
    interests which is as of December 22, 2009.

F-3

First Wind Holdings, LLC and Subsidiaries

Consolidated Balance Sheets

(in thousands)

				December 31,
				2008			2009
Assets
Current assets:
	Cash and cash equivalents			$	40,729		$	31,467
	Restricted cash				1,433			45,974
	Accounts receivable				3,027			6,390
	Prepaid expenses and other current assets				10,096			9,096
	Derivative assets				3,536			9,150
			Total current assets		58,821			102,077
Property, plant and equipment, net of accumulated depreciation of $23,768 and $59,831 as of December 31, 2008 and 2009					187,316			950,610
Construction in progress					571,586			472,526
Turbine deposits					438,116			97,172
Long-term derivative assets					22,279			37,638
Other non-current assets					23,580			21,671
Deferred financing costs, net of accumulated amortization of $2,426 and $6,414 as of December 31, 2008 and 2009					9,893			16,460
			Total assets	$	1,311,591		$	1,698,154
Liabilities and Members' Capital
Current liabilities:
	Accrued capital expenditures and turbine deposits			$	31,929		$	44,894
	Accounts payable and accrued expenses				42,868			16,440
	Derivative liabilities				838			3,449
	Current portion of long-term debt				4,548			109,238
			Total current liabilities		80,183			174,021
Long-term debt, net of current portion					527,893			522,808
Long-term derivative liabilities					8,442			10,197
Deferred income tax liability					—			2,010
Deferred revenue					1,447			2,777
Other liabilities					34,221			7,555
Redeemable interest in subsidiary					—			119,998
Asset retirement obligations					6,313			9,415
			Total liabilities		658,499			848,781
Commitments and contingencies
Members' capital:
	First Wind Holdings, LLC
		Members' capital			668,189			847,251
		Accumulated deficit			(131,610	)		(191,229	)
			Total First Wind Holdings, LLC members' capital		536,579			656,022
	Noncontrolling interests in subsidiaries				116,513			193,351
			Total members' capital		653,092			849,373
			Total liabilities and members' capital	$	1,311,591		$	1,698,154

See accompanying notes to consolidated financial statements.

F-4

First Wind Holdings, LLC and Subsidiaries

Consolidated Statements of Operations

(in thousands)

			Year ended December 31,
			2007			2008			2009
Revenues:
	Revenues		$	23,817		$	28,790		$	47,136
	Risk management activities related to operating projects			(11,471	)		10,688			28,141
		Total revenues		12,346			39,478			75,277
Cost of revenues:
	Project operating expenses			9,175			10,613			19,709
	Depreciation and amortization of operating assets			8,800			10,611			34,185
		Total cost of revenues		17,975			21,224			53,894
		Gross (loss) income		(5,629	)		18,254			21,383
Other operating expenses:
	Project development			25,861			35,855			35,895
	General and administrative			13,308			44,358			39,192
	Depreciation and amortization			1,215			2,325			3,381
		Total other operating expenses		40,384			82,538			78,468
		Loss from operations		(46,013	)		(64,284	)		(57,085	)
Risk management activities related to non-operating projects				(21,141	)		42,138			—
Other income/(expense)				1,078			827			(1,915	)
Interest expense, net of capitalized interest				(9,820	)		(4,846	)		—
Loss before provision for income taxes				(75,896	)		(26,165	)		(59,000	)
	Provision for income taxes			—			—			2,010
Net loss				(75,896	)		(26,165	)		(61,010	)
Less: net loss attributable to noncontrolling interests				7,825			11,107			1,391
		Net loss attributable to members of First Wind Holdings, LLC	$	(68,071	)	$	(15,058	)	$	(59,619	)
Net loss attributable per Series A unit:
	Basic and diluted net loss attributable per Series A unit		$	(0.36	)	$	(0.05	)	$	(0.09	)
Basic and diluted weighted average number of Series A units				189,161,855			278,288,518			649,681,382

See accompanying notes to consolidated financial statements.

F-5

First Wind Holdings, LLC and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

					Year ended December 31,
					2007			2008			2009
Cash flows from operating activities:
	Net loss				$	(75,896	)	$	(26,165	)	$	(61,010	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation and amortization				9,878			12,936			36,950
		Amortization and write-off of deferred financing costs				5,319			2,611			—
		Unrealized losses/(gains) on derivative instruments				30,707			(58,507	)		(16,607	)
		Loss on equity investment				—			856			1,799
		Accretion of asset retirement obligations				137			609			616
		Share-based compensation expense				1,543			8,803			7,522
		Deferred income taxes				—			—			2,010
		Foreign currency translation				—			(130	)		—
		Changes in assets and liabilities:
			Accounts receivable			(1,488	)		(314	)		(3,363	)
			Prepaid expenses and other current assets			(660	)		(7,532	)		1,000
			Other non-current assets			(2,153	)		(5,127	)		(651	)
			Other liabilities			—			497			2,728
			Accounts payable and accrued expenses			6,243			29,277			(26,802	)
			Deferred revenue			—			597			1,330
				Net cash used in operating activities		(26,370	)		(41,589	)		(54,478	)
Cash flows from investing activities:
	Capital expenditures and turbine deposits					(339,806	)		(473,090	)		(208,992	)
	Changes in restricted cash					5,799			(812	)		(44,541	)
	Investment in equity method investee					—			(3,366	)		—
				Net cash used in investing activities		(334,007	)		(477,268	)		(253,533	)
Cash flows from financing activities:
	Proceeds from borrowings					416,545			371,828			607,421
	ARRA grant proceeds, net					—			—			114,965
	Proceeds from capital contributions					13,349			496,714			164,274
	Proceeds from sale of subsidiary company interests, net of transaction costs					143,967			17,920			96,822
	Repurchase of subsidiary company interests					—			—			(4,500	)
	Repayment of borrowings					(213,784	)		(314,926	)		(673,406	)
	Proceeds from loans from related parties					21,722			—			—
	Distributions to noncontrolling interests					(23,692	)		(6,886	)		(5,827	)
	Distributions to members					—			(8,591	)		(1,000	)
				Net cash provided by financing activities		358,107			556,059			298,749
				Net increase (decrease) in cash and cash equivalents		(2,270	)		37,202			(9,262	)
Cash and cash equivalents, beginning of period						5,797			3,527			40,729
Cash and cash equivalents, end of period					$	3,527		$	40,729		$	31,467
Supplemental disclosures of cash flow information:
	Cash paid during the year for:
		Interest			$	5,879		$	33,924		$	40,162
	Non-cash investing activities:
		Capital expenditures and turbine deposits funded directly from borrowings				—			—			259,267
		Fair value of assets exchanged for equity in equity method investee				—			610			—
		Fair value of asset retirement obligations				265			3,198			2,485
		Fair value of land acquired				—			153			—
	Non-cash financing activities:
		Conversion of member loans including interest				—			23,398			—
		PIK interest on CSSW loan				—			—			7,021

See accompanying notes to consolidated financial statements.

F-6

First Wind Holdings, LLC and Subsidiaries

Consolidated Statements of Members' Capital

(in thousands)

		Series
											Members' Capital			Accumulated Deficit			Subtotal FWH, LLC			Noncontrolling Interests
		A Units		A-1 Units		A-2 Units		B Units															Total
Balance at December 31, 2006			175,959		—		—		36,337		$	136,870		$	(48,351	)	$	88,519		$	—		$	88,519
	Issuance of Series B Units		—		—		—		1,000			—			—			—			—			—
	Share-based compensation		—		—		—		—			1,543			—			1,543			—			1,543
	Issuance of Series A Units		13,349		—		—		—			13,349			—			13,349			—			13,349
	Proceeds from sale of subsidiary company interests		—		—		—		—			—			—			—			146,348			146,348
	Distributions to noncontrolling interests in excess of members' capital balance		—		—		—		—			—			—			—			(21,992	)		(21,992	)
	Transaction costs associated with tax equity financing		—		—		—		—			(2,295	)		—			(2,295	)		—			(2,295	)
	Distributions																	—			(1,700	)		(1,700	)
	Net loss		—		—		—		—			—			(68,071	)		(68,071	)		(7,825	)		(75,896	)
Balance at December 31, 2007			189,308		—		—		37,337			149,467			(116,422	)		33,045			114,831			147,876
	Issuance of Series A Units		436,942		—		—		—			427,602			—			427,602			—			427,602
	Issuance of Series A-1 Units		—		60,000		—		—			60,000			—			60,000			—			60,000
	Issuance of Series B Unit, net of forfeitures		—		—		—		130,626			9,265			—			9,265			—			9,265
	Issuance of Series A Units on conversion of members' loans		23,431		—		—		—			23,398			—			23,398			—			23,398
	Share-based compensation		—		—		—		—			8,803			—			8,803			—			8,803
	Distributions to noncontrolling interests in excess of members' capital balance		—		—		—		—			—			—			—			(171	)		(171	)
	Transaction costs associated with tax equity financing		—		—		—		—			(1,755	)		—			(1,755	)		—			(1,755	)
	Distributions		—		—		—		—			(8,591	)		—			(8,591	)		(6,886	)		(15,477	)
	Foreign currency translation adjustment		—		—		—		—			—			(130	)		(130	)		—			(130	)
	Noncontrolling Interests																	—			19,846			19,846
	Net loss		—		—		—		—			—			(15,058	)		(15,058	)		(11,107	)		(26,165	)
Balance at December 31, 2008			649,681		60,000		—		167,963			668,189			(131,610	)		536,579			116,513			653,092
	Issuance of Series A-1 Units		—		144,500		—		—			140,000			—			140,000			—			140,000
	Issuance of Series A-2 Units						44,878					24,274						24,274			—			24,274
	Issuance of Series B Units, net of forfeitures		—		—		—		(17,721	)		—			—			—			—			—
	Repurchase of noncontrolling interests		—		—		—		—			13,544			—			13,544			(18,044	)		(4,500	)
	Share-based compensation		—		—		—		—			7,522			—			7,522			—			7,522
	Transaction costs associated with tax equity financing		—		—		—		—			(5,278	)		—			(5,278	)		—			(5,278	)
	Distributions		—		—		—		—			(1,000	)		—			(1,000	)		(5,827	)		(6,827	)
	Proceeds from sale of subsidiary company interests		—		—		—		—			—			—			—			102,100			102,100
	Net loss		—		—				—			—			(59,619	)		(59,619	)		(1,391	)		(61,010	)
Balance at December 31, 2009			649,681		204,500		44,878		150,242		$	847,251		$	(191,229	)	$	656,022		$	193,351		$	849,373

See accompanying notes to consolidated financial statements.

F-7

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1—BUSINESS

        First Wind Holdings, LLC (First Wind) and its subsidiaries (collectively, the Company) are engaged in the development, construction and operation of utility-scale wind energy projects principally in the Northeastern and Western regions of the continental United States and Hawaii. First Wind is a limited liability company organized under the laws of Delaware.

        At December 31, 2009, the Company had the following wind energy projects in operation or under construction:

Operational Projects
	Kaheawa Wind Power I (KWP I)(1)	Hawaii
	Mars Hill	Maine
	Steel Winds I	New York
	Stetson I	Maine
	Cohocton I	New York
	Milford I(2)	Utah
Construction Projects
	Stetson II(3)	Maine

(1)

The Company owns a 51% interest in KWP I.

(2)

As of March 24, 2010, the Company owns an 80% voting interest and a 92% profits interest in Milford I.

(3)

Stetson II became operational in March 2010.

        Cohocton I and Stetson I became operational in January 2009, and Milford I became operational in November 2009. At December 31, 2009, the Company had six wind energy projects in the Tier 1 stage of development, at which it has begun capitalizing development costs.

        In May 2008, First Wind Holdings Inc., a wholly-owned subsidiary of First Wind, was incorporated in the State of Delaware. First Wind Holdings Inc. has filed with the United States Securities and Exchange Commission (SEC) a Registration Statement on Form S-1 (the Registration Statement) to register its Class A common stock under the Securities Act of 1933, as amended, for an initial public offering.

NOTE 2—LIQUIDITY AND GOING CONCERN

        The Company began its business in 2002 and has generated substantial net losses and negative cash flows from operating activities since inception primarily due to the significant growth in development, construction and operation of its wind projects during this period. The Company has relied on equity contributions from its members along with borrowings, secured by certain of its assets, and grants under the American Recovery and Reinvestment Act of 2009 (ARRA) to fund project development spending, procurement of wind turbine generators, construction costs and other operating costs.

        In March 2010, the Company extended the maturity dates for its Wind Acquisition and Wind Acquisition IV turbine supply loans. In connection with this extension, the Company repaid $1.4 million of these turbine supply loans. Also in March 2010, First Wind completed a $77.3 million debt financing and entered into a $50 million letter of credit facility, both of which are discussed further in Note 6. In

F-8

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 2—LIQUIDITY AND GOING CONCERN (Continued)

conjunction with these financing transactions, the Company prepaid approximately $61.0 million of amounts outstanding under these turbine supply loans. As a result of this prepayment, the Wind Acquisition Loan is no longer guaranteed by the Company, and the Wind Acquisition Loan and the Wind Acquisition IV Loan are no longer cross-collateralized and no longer cross-default to each other.

        As of March 24, 2010, the Company had approximately $108 million of debt maturities in 2010, of which $79.9 million relates to a non-recourse turbine supply loan due on June 30, 2010. The Company also had $8.1 million of debt relating to construction of the Stetson II project and $20.0 million of other debt that will be paid with existing cash balances or cash flows from operating projects.

        The Company has a signed commitment letter with a consortium of banks to provide $240 million of construction financing on its Milford II project. This financing commitment is subject to final approval, delivery of an executed power purchase agreement, certain permitting activities, and certain other closing conditions, all of which the Company expects to satisfy on or before June 30, 2010. The Company expects to use proceeds from the Milford II construction financing, which will mature in 2011, to repay the $79.9 million non-recourse turbine supply loan maturing on June 30, 2010. However, there can be no assurance that this financing will close and, if such financing does not close, that any other financing will be available or, if such other financing is available, that it will be available on terms acceptable to the Company. If the Company is unable to repay or further extend the maturity on the $79.9 million non-recourse turbine supply loan, it would be in default of this loan, and the lender could accelerate the remaining balance of $53.1 million due in 2011. This loan is recourse solely to specified collateral, including turbines allocated to the Company's Milford II, KWP II and Rollins projects along with the development assets of the KWP II, Rollins and Oakfield projects. To remedy such a default, the collateral could be sold, or the Company could surrender the collateral to the lender. The carrying value of the specified collateral was approximately $340 million at December 31, 2009, of which approximately $316 million relates to turbines. The Company believes the fair value of the collateral substantially exceeds the principal amount of corresponding non-recourse debt that it secures. While surrender of the collateral would not prevent the Company's ability to continue 2010 operations, it would result in a loss for financial reporting purposes and could have an adverse effect on the Company's longer term operations, including a potential delay in completion of one or more of the projects noted above.

        The Stetson Holdings Loan includes a bridge loan of $18.6 million that can be drawn upon to fund construction costs for the Stetson II project after the proceeds of the term loan allocated to Stetson II have been fully utilized. As of March 24, 2010, $8.1 million of the bridge loan was drawn to fund construction of the Stetson II project. The Company expects to draw an additional amount of approximately $10.0 million under the bridge loan to pay final commissioning and other construction costs for the Stetson II project, which achieved commercial operation on March 12, 2010. The balance outstanding under this facility is due on June 10, 2010, subject to extension if certain events occur. Twenty percent (20%) or a maximum amount of $3.7 million of the balance of the bridge loan is guaranteed by First Wind. The Company expects to fully repay this loan with anticipated proceeds from an ARRA cash grant for which it expects to file an application in April 2010. Based on the existing United States federal regulations governing the ARRA grant program, grant applicants are required to be reimbursed for eligible amounts within 60 days of submission of a complete grant application. The Company believes that it is entitled to reimbursement for qualified expenditures through the ARRA grant program based on current regulations and that such grant proceeds, which the Company estimates will be sufficient to repay in full the bridge loan, will be received prior to maturity of the

F-9

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 2—LIQUIDITY AND GOING CONCERN (Continued)

bridge loan based on its experience in applying for and receiving four previous ARRA cash grants totaling approximately $235 million in 2009 and 2010.

        The Company's 2008 and 2009 consolidated financial statements have been prepared assuming its ability to continue as a going concern. In the event the Company has not closed the Milford II construction loan by May 31, 2010, management plans for the balance of 2010 include continued development of certain projects, reduced general and administrative spending, curtailment of all development spending for 2011 projects and beyond, and repayment of the balance of Stetson II construction loan. In the event the Milford II construction loan is not closed by May 31, 2010, the Company believes that the expenditure reductions combined with cash on hand, cash flows from operating projects, proceeds from recent and future financing transactions and, if necessary, its ability to convey collateral to satisfy in full its non-recourse turbine supply loan maturing June 30, 2010 will enable the Company to satisfy its 2010 debt maturities and provide sufficient liquidity to meet its working capital and operating requirements through December 31, 2010.

        The Company's ability to continue as a going concern after December 31, 2010, is largely dependent on its ability to raise additional capital to repay subsequently maturing debt and to fund project development and construction of its wind energy projects. To fund its future operations and meet its existing commitments, including servicing debt maturities, the Company is exploring alternatives to extend the maturities of its indebtedness and/or raise additional capital through one or more of the following sources: (i) public or private issuances of parent company equity, debt or convertible securities, (ii) project-level construction financing for projects currently under development, and (iii) permanent project-level financings for existing projects or for new projects as they become operational, including but not limited to tax equity financings, ARRA cash grants or ARRA loan guarantees. However, there can be no assurance that any additional financing will be available or, if such financing is available, that it will be available on terms acceptable to the Company. Moreover, additional funds may be necessary sooner than the Company currently anticipates in the event of changes to development schedules, increases in development costs, or to meet other unanticipated expenses. If the Company is unable to raise additional capital or generate sufficient operating cash flow to repay subsequently maturing debt, it could be in default of its lending agreements and could be required to delay development and construction of its wind energy projects, reduce overhead costs, reduce the scope of its projects or abandon or sell some or all of its development projects, all of which could adversely affect the Company's business, financial position and results of operations.

        The Company's 2007 consolidated financial statements have been prepared assuming its ability to continue as a going concern; however, as of December 31, 2007, the Company had suffered recurring losses from operations and negative operating cash flows, had an accumulated deficit of $116.4 million, and did not have sufficient resources available to meet its funding needs through January 1, 2009. At the time of the preparation of the Company's 2007 consolidated financial statements, those conditions raised substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements for the year ended December 31, 2007 do not include any adjustments that might result from the outcome of this uncertainty.

F-10

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

        The consolidated financial statements reflect the operations of First Wind and all of its majority-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Upon consolidation, all intercompany accounts and transactions are eliminated. The consolidated financial statements include First Wind's accounts and operations and those of its subsidiaries in which the Company has a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities such as variable interest entities (VIEs), through arrangements that do not involve controlling voting interests.

        The Company consolidates any VIE of which it is the primary beneficiary. A variable interest holder is required to consolidate a VIE as its primary beneficiary if that party will absorb a majority of the expected losses of a VIE, receive a majority of the expected residual returns of the VIE, or both. Conversely, the Company will not consolidate a VIE in which it has a majority ownership interest when the Company is not considered the primary beneficiary. As of December 31, 2009, the Company does not have any variable interests in any VIEs. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company applies the equity method of accounting for its interest.

        The Company uses a hypothetical liquidation at book value (HLBV) method to account for noncontrolling interests in projects where it has entered into tax equity capital transactions. HLBV uses a balance sheet methodology that considers the noncontrolling interest holders' claim on the net assets of the subsidiary assuming a liquidation event. Equity in income or loss under HLBV is determined by calculating the change in the amount of net worth the tax equity investors are legally able to claim based on an assumed liquidation at book value of the entity at the beginning of the reporting period compared with the end of that period. The periodic changes in noncontrolling interest in the consolidated balance sheets, excluding impact of cash distributions, are recognized by the Company as "Net loss attributable to noncontrolling interests" in the consolidated statements of operations.

        The Company accounts for noncontrolling interests in consolidated subsidiaries not related to tax equity capital transactions by applying the noncontrolling interests' proportional ownership interest to the periodic operating results of the consolidated subsidiary.

Reclassifications

        Certain amounts in the consolidated financial statements have been reclassified to conform to the 2009 presentation. These reclassifications did not materially affect previously reported net loss or members' capital.

Segment Data

        The Company manages its operations on a consolidated, single-segment basis for purposes of assessing performance and making operating decisions.

Use of Estimates and Market Risks

        The preparation of financial statements in conformity with U.S. GAAP requires that management make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure

F-11

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of contingencies at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management's estimates and judgments are derived and continually evaluated based on available information, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates. In recording transactions and balances resulting from business operations, management makes estimates based on the best information available at the time the estimate is made. Estimates are used for such items as property, plant and equipment depreciable lives; amortization periods for identifiable intangible assets; valuation of long-term commodity contracts and asset retirement obligations; assumptions for equity-based payments; and recorded loss contingencies. In addition, estimates are used to test long-lived assets for impairment and to determine the fair value of impaired assets. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revision to prior estimates.

        The Company is subject to risks associated with price movements of energy commodities and renewable energy certificates (RECs); reliability of the systems, procedures and other infrastructure necessary to operate the business; changes in laws and regulations; weather conditions; financial market conditions and access to and pricing of capital; the creditworthiness of its counterparties; reliance on tax equity financing arrangements; ability to deliver on obligations under debt instruments; and the successful operation of power markets.

Concentration of Credit Risk

        Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable, turbine supply agreements and derivative instruments. The amounts reflected in the consolidated balance sheets for accounts receivable approximate their fair value due to their short-term maturities. The Company mitigates its risk with respect to cash and cash equivalents and derivative instruments by maintaining its deposits and contracts at high-quality financial institutions and monitoring the credit ratings of those institutions.

        The Company derives the largest portion of its electricity and REC revenues from a small number of customers. The Company has experienced no credit losses to date on its electricity and REC sales, and does not anticipate material credit losses to occur in the future with respect to related accounts receivable; therefore, no allowance for doubtful accounts has been provided.

        Revenues by major customer were as follows (in thousands, except percentages):

	Year ended December 31,
	2007			2008			2009
Maui Electric Company	$	14,117	59%	$	14,301	49%	$	10,165	22%
New Brunswick Generation Company		6,504	28		6,872	24		6,569	14
Constellation NewEnergy, Inc.		1,093	5		3,699	13		2,221	5
Southern California Public Power Authority		—	—		—	—		2,070	4
		21,714	92		24,872	86		21,025	45
Revenues from all other customers		2,103	8		3,918	14		26,111	55
	$	23,817	100%	$	28,790	100%	$	47,136	100%

F-12

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derivative Financial Instruments and Risk Management Activities

        In the normal course of business, the Company employs financial instruments to manage its exposure to fluctuations in interest rates and commodity prices. The Company does not engage in speculative derivative activities or derivative trading activities. The Company enters into long-term cash settled swap agreements to hedge commodity price variability inherent in electricity sales arrangements. In instances where the Company sells electricity at market prices (e.g., where it has no full-output fixed price, long-term power purchase agreement (PPA) in place), the Company seeks to protect itself against significant variability in spot electricity prices by entering into financial hedge transactions to help stabilize estimated revenue streams. These price swap agreements involve periodic notional quantity settlements where the Company swaps market prices for fixed prices, based on a commodity or market price index, over the term of an agreement.

        The Company uses interest rate swap agreements to convert anticipated cash interest payments under its variable rate financing arrangements to a fixed rate basis. These agreements involve the receipt of variable payments in exchange for fixed payments over the term of the agreements without the exchange of the underlying principal amounts.

        The Company records, as either assets or liabilities, all derivative instruments in the consolidated balance sheets at their respective fair values. The estimated fair values of derivative instruments are calculated based on market rates. These values represent the estimated amounts the Company would receive or pay on termination of agreements, taking into consideration current market rates and the current creditworthiness of the counterparty.

        When specific hedge accounting criteria are not met, all changes in a derivative's fair value are recognized currently in earnings. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the consolidated statement of operations and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The Company has not formally documented or designated its commodity price and interest rate swaps as hedges and therefore does not apply hedge accounting to these instruments. These instruments have been marked to market through earnings.

Cash and Cash Equivalents

        Cash and cash equivalents consist of all cash balances and highly liquid investments with original maturity of three months or less. The cash held by the Company is only available for Company-related uses and distribution of such cash to its members is restricted by terms of its financing agreements.

Restricted Cash

        Restricted cash consists of cash balances held by subsidiaries of First Wind for which the use of funds is restricted by various financing arrangements to meet current obligations and debt service requirements of those specific subsidiaries.

Revenue Recognition

        The Company earns revenue from the sale of electricity and RECs. The Company recognizes revenues from the sale of electricity at market prices or under long-term PPAs based upon the output delivered at rates specified under the contracts. The Company recognizes revenues from the sale of

F-13

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECs based upon the certificates delivered at rates specified under the contracts. The Company defers recognition of revenue from sales of electricity and RECs in instances when criteria to recognize revenue have not been met.

        The Company evaluates its long-term PPAs to determine whether they are leases. In the case of leases, at the inception of the lease or subsequent modification, the Company determines whether the lease is an operating or capital lease based upon its terms and characteristics. The Company has determined that its long-term power purchase agreements at KWP I (KWP I PPA) and Milford Wind Corridor Phase I, LLC (Milford I PPA) are operating leases. The Company recognizes revenue under the KWP I PPA as contingent rental income. The Company recognizes revenue for guaranteed generation under the Milford I PPA as generated, utilizing a straight-line price based on the prepayment it has received for guaranteed energy. Revenues of both PPAs are included in revenues in the accompanying consolidated statements of operations when it becomes probable of receipt.

        Prior to commercial operations of its wind energy projects, during the turbine commissioning stage, the Company may generate electricity produced in the process of testing its wind turbines. Revenue from testing is deferred and amortized over the estimated life of the wind energy project.

        As described in the Derivative Financial Instruments and Risk Management Activities section of this Note 3, revenues also include risk management activities relating to operating projects, which are comprised of mark to market adjustments and cash settlements on commodity swaps.

Cost of Revenues

        Cost of revenues includes project operating expenses and depreciation and amortization of operating assets. Project operating expenses consist of such costs as contracted operations and maintenance fees, turbine and related equipment warranty fees, land rent, insurance, professional fees, operating personnel salaries and the cost of permit compliance.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost, less accumulated depreciation. Renewals and betterments that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures are expensed as incurred. Wind energy project equipment and related assets are depreciated over their estimated useful lives of 20 years on a straight-line basis. Non-wind energy project-related property, plant and equipment are depreciated over their estimated useful lives, which range from three to seven years, on a straight-line basis.

        Construction in progress expenditures, insurance, interest and other costs related to construction activities are capitalized. As each project begins commercial operations, construction in progress is reclassified to property, plant and equipment and depreciated over the estimated useful lives of the underlying assets.

        Many of the Company's construction and equipment procurement agreements contain damage clauses relating to construction delays and contractually specified performance targets. These clauses are negotiated to cover lost margin or revenues from a wind energy project's not being able to operate when required or to perform as guaranteed. Liquidated damages received related to construction activities, and those payments received related to the failure to meet contractually specified

F-14

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

performance targets or completion dates prior to commercial operations, are recorded as a reduction of construction in progress.

        The proceeds from ARRA grants for wind energy projects have been recorded as a reduction of the cost of the wind energy projects' property, plant and equipment. These proceeds will be recognized in the statement of operations as a reduction in depreciation expense over the lives of the wind energy projects.

Project Development Costs

        The Company expenses all project development costs, primarily consisting of initial permitting, land rights, preliminary engineering work, analysis of project wind resources, analysis of project economics and legal work, until management deems a project probable of being technically, commercially and financially viable. Once this determination has been made, the Company classifies the project as a Tier 1 project, at which point it begins capitalizing project development costs.

        Should the Company decide to abandon or discontinue development of a Tier 1 project, previously capitalized costs are charged to expense in the period that such determination is made. At December 31, 2008, the Company determined that it was more likely than not that it would discontinue development of its Prattsburgh I project, which is located in New York. Upon reaching this determination, previously capitalized development costs of $3.5 million were expensed in December 2008 and included in project development expense in the statement of operations. In December 2009, the Company discontinued the development of the Prattsburgh I project. In the third quarter of 2009, the Company revised the timeline for development of its Oakfield I project. This resulted in the Company's expensing $3.1 million of previously capitalized development costs and recategorizing the project from Tier 1 to Tier 2.

Interest Capitalization

        The Company capitalizes interest on borrowed funds used to finance capital projects. Capitalization is discontinued when a project achieves commercial operation or when construction is terminated. Interest capitalized for the years ended December 31, 2007, 2008 and 2009 is classified as follows in the accompanying consolidated balance sheets (in thousands):

	Year ended December 31,
	2007		2008		2009
Property, plant and equipment	$	1,597	$	—	$	—
Construction in progress		14,007		9,565		44,513
Turbine deposits		2,093		31,649		24,166
	$	17,697	$	41,214	$	68,679

        The Company incurred total interest expense of $27.5 million, $46.1 million and $68.7 million for the years ended December 31, 2007, 2008 and 2009, respectively.

F-15

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

        Long-lived assets primarily include property, plant and equipment. The Company periodically reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Each impairment test is based on a comparison of the undiscounted cash flows to the recorded value of the asset. If there is an indication of impairment, the recorded value of the asset is reduced to its estimated fair value based on a discounted cash flow analysis. Determining the fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results. No impairment of long-lived assets was indicated for the years ended December 31, 2007, 2008, and 2009.

Asset Retirement Obligations

        The Company records the fair value of an asset retirement obligation as a liability in the period in which a legal obligation associated with the retirement of tangible long-lived assets is incurred. Fair value is calculated utilizing a market approach based on the amount required to enter into an identical liability. The calculation takes into consideration the credit risk of the Company.

        The Company has recorded the offsetting asset to the initial obligation as an increase to the carrying amount of the related long-lived asset and depreciation of that cost over the life of the asset. The liability is accreted at the end of each period to reflect the passage of time.

        The Company enters into agreements to lease land on which to construct and operate its wind energy projects. Pursuant to certain lease agreements, as well as applicable permits, the Company is required to decommission its wind energy project equipment and provide for reclamation of the leased property upon the expiration, termination or cancellation of the lease agreements or cessation of commercial operation of the wind energy project.

        Determination of asset retirement obligations requires a significant number of assumptions and estimates that affect the valuation of the obligation. These estimates can change as the result of various factors including new developments or better information. Accordingly, the Company periodically reevaluates these estimates. A significant change therein could materially change the value of the obligation.

Deferred Financing Costs

        Deferred financing costs represent external costs incurred to obtain financing and are amortized using the effective interest method over the terms of the related debt agreements. Prior to a wind energy project's reaching substantial completion, non-cash interest from amortization of deferred financing costs related to construction activities is capitalized. In 2009, the Company reclassified all deferred financing fees relating to specific turbine supply loans to turbine deposits. These fees will be incorporated into the costs of the projects and will be amortized as a portion of property, plant and equipment when the project begins operations.

        Included in interest expense for the years ended December 31, 2007 and 2008 are $2.1 million and $1.3 million, respectively, of deferred financing costs that were written off as a result of the repayment of construction financing related to KWP I, and upon the amendment and restatement of the First Wind Holdings Loan, Wind Acquisition Loan and Wind Acquisition IV Loan (all as defined in Note 6). In conjunction with the amendment and restatement of the First Wind Holdings Loan, Wind

F-16

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Acquisition Loan and Wind Acquisition IV Loan, the Company incurred $10.5 million of transaction costs, which were capitalized as part of deferred financing costs.

Other Non-Current Assets

        Other non-current assets primarily include deposits, prepaid expenses and acquired intangible assets, consisting primarily of a premium paid to acquire control of the assets of the Company's Mars Hill project, land studies, maps and surveys, wind studies and data, interconnection studies and permits. Finite-lived acquired intangible assets are amortized using the straight-line method over their expected period of benefit, which generally is over 20 years. At December 31, 2008 and 2009, the Company had intangible assets of $14.4 million, with accumulated amortization of $1.4 million and $2.2 million, respectively. The Company recorded amortization expense of $1.3 million and $0.8 million for the years ended December 31, 2008 and 2009, respectively. As of December 31, 2009, amortization of finite-lived intangible assets is expected to range from $0.7 million to $0.8 million per year for each of the next five years, with an aggregate amount of $8.6 million remaining to be expensed thereafter.

Income Taxes

        The Company has been organized as a limited liability company and, with the exception of certain subsidiaries that have elected to be taxed as corporations, is treated as a partnership for federal and state income tax purposes. No provision for federal income taxes has been made for the limited liability companies not electing to be taxed as corporations, as federal income taxes are assessed at the member level. In certain state jurisdictions and for subsidiaries that have elected to be taxed as corporations, income taxes are assessed directly to the Company. In these circumstances, income tax is accounted for under the asset and liability method. The Company recorded no provision for or benefit from income taxes for the years ended December 31, 2007 and 2008. In 2009, the Company recorded a provision for income taxes related to allocation of losses to noncontrolling interests in one of its subsidiaries that has elected to be taxed as a corporation.

Unit-Based Compensation

        The Company recognizes as compensation expense grants of certain equity instruments. Compensation expense is determined by estimating the fair value of the equity instrument as of the grant date and recognizing it over the period earned, which primarily reflects the vesting period. The fair value of the Company's share-based compensation grants is estimated using a probability-weighted expected return model.

Commitments and Contingencies

        Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Leases

        In the ordinary course of business, the Company has entered into non-cancelable operating leases, such as land leases to site its wind energy projects, office facilities and related equipment leases and

F-17

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

construction equipment leases. These leases expire at various dates through 2049, but may include options that permit renewals for additional periods. Rent abatements and escalations are recognized on a straight-line basis over the lease term, including any option period included in the determination of the lease term.

Fair Value of Financial Instruments

        The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximates their fair value because of the short-term maturity of these instruments. The carrying amounts of debt are comparable to market as the instruments generally bear interest at variable rates. The Wind Acquisition Loans (all as defined in Note 6) mature during 2010 and 2011 and the remainder of the variable-rate loans, with the exception of the Maine Wind Loan, were executed during 2009. The loan with affiliates of Alberta Investment Management Corporation (AIMCO) was executed in July 2009. The carrying value of the loan approximates the fair market value of the loan as the loan has a fixed interest rate (as described in Note 6), and interest rates have not fluctuated significantly since the loan was made. The estimated fair values of derivative instruments are calculated based on market rates. These values represent the estimated amounts the Company would receive or pay to terminate agreements, taking into consideration current market rates and the current creditworthiness of the Company and the counterparty.

Net Loss Per Unit

        The Company computes net loss per unit utilizing a two-class method to incorporate participating securities. Participating securities are those securities that may participate in the dividends and earnings of a company according to a defined formula. The Company has identified the Series A, Series A-1, Series A-2 and Series B Units as participating securities under the two-class method. Earnings or losses are allocated to all participating securities as if they were distributed in accordance with the terms of the Company's Limited Liability Company Agreement. For all periods presented, all of the losses would have been allocated to the Series A Units, which would have sufficient capital to absorb all losses and therefore, would be the only participating security included in the calculation of earnings per common unit.

        The basic net loss attributable per common unit for the years ended December 31, 2007, 2008 and 2009 does not reflect the impact of the offering described in Note 1. As a result of the reorganization events that have taken place or that will take place immediately prior to completion of the offering, the shares used in computing net earnings or loss per share will bear no relationship to these historical common units.

Significant New Accounting Policies

        Effective January 1, 2009, the Company adopted Financial Accounting Standards Board Accounting Standards Codification No. 810, Consolidation. This standard requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at "full fair value" and requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with holders of noncontrolling interests. The adoption of this standard required the reclassification of amounts previously classified within the Company's consolidated balance sheets as minority interest to a

F-18

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

separate component of members' capital. In addition, net income attributable to the noncontrolling interests is reflected separately within the consolidated statements of operations. Prior period financial statements have been reclassified to conform to the current year's presentation. Other than the changes in presentation, the adoption of these standards had no material impact on the Company's financial position, results of operations or cash flows.

        In January 2009, the Company adopted additional disclosure requirements under ASC 815-10-65. This statement is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. The adoption of this standard had no material impact on the Company's financial position, results of operations or cash flows.

        Effective April 1, 2009, the Company adopted additional guidance surrounding subsequent events under ASC 855-10. The updated guidance modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to as Type I subsequent events) or non-recognized subsequent events (previously referred to as Type II subsequent events). The standard additionally modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The adoption of this standard had no material impact on the Company's financial position, results of operations or cash flows.

        On June 29, 2009, the Financial Accounting Standards Board (FASB) issued Statement No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles (Codification). The Company adopted this guidance in July 2009 and has modified all references to U.S. GAAP literature to conform to the requirements of the Codification.

NOTE 4—NONCONTROLLING INTERESTS AND TAX EQUITY TRANSACTIONS

        The Company has sold equity interests in certain operating projects under tax equity financing arrangements. These financing arrangements entitle the tax equity investors to substantially all of the production tax credits and taxable income or loss generated by the project, including the tax benefits of accelerated 5-year depreciation available under the tax code (together referred to as the project's "tax attributes"), and a portion of the operating cash flows, until the tax equity investors achieve their targeted investment returns and return of capital. Upon a tax equity investor's achieving its targeted investment return, the Company has the option to acquire its equity interest at the higher of the investor's capital account or the then-current market value of their interest. The Company retains controlling interests in the subsidiaries that own the projects, and therefore continues to consolidate such subsidiaries. The terms of the tax equity financing arrangements also include restrictions on the transfer of assets from the relevant subsidiary without the consent of the tax equity investors.

        For the years ended December 31, 2008 and 2009, the Company made distributions to its tax equity investors and a noncontrolling member of the subsidiary that owns KWP I of $8.8 million and $5.8 million, respectively.

        On January 31, 2008, the Company executed an agreement for $208.0 million of tax equity financing related to a portfolio of its New York projects (Steel Winds I, Cohocton I and Prattsburgh I). In August 2008, $19.7 million was funded with respect to the Company's Steel Winds I project. Funding

F-19

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 4—NONCONTROLLING INTERESTS AND TAX EQUITY TRANSACTIONS (Continued)

under this agreement was scheduled to occur in tranches upon commencement of commercial operations of each applicable project and the satisfaction of certain other conditions precedent. The Company's counterparty in this tax equity financing was an indirect subsidiary of Lehman Brothers Holdings, Inc. (Lehman). Lehman filed for bankruptcy on September 15, 2008. In September 2009, First Wind Holdings repurchased Lehman's tax equity interest for $4.5 million. The effect of the repurchase on the Company's equity in the wind energy project was as follows (in thousands):

Equity in Subsidiary prior to repurchase		$	17,777
	Purchase price of Class B Units		(4,500	)
	Noncontrolling interest carrying value		18,044
Equity in subsidiary subsequent to repurchase		$	31,321

        On September 28, 2009, the Company entered into a $102.1 million tax equity financing agreement, accounted for as a noncontrolling interest, with Stanton Equity Trading Delaware LLC for the sale of equity interests in its Milford I project. The financing agreement also provided for a $120.0 million advance, accounted for as a redeemable interest, for the proceeds the Company expected to receive from an ARRA grant related to the project. This ARRA grant was received on March 23, 2010 and was used to repay this advance.

NOTE 5—PROPERTY, PLANT AND EQUIPMENT, NET

        Property, plant and equipment are comprised of the following as of December 31, 2008 and 2009 (in thousands):

	December 31,
	2008			2009
Land	$	8,850		$	9,549
Land and leasehold improvements		10,204			24,591
Furniture, fixtures, vehicles and other		13,174			11,236
Asset retirement obligations		4,872			7,828
Wind power generation equipment		173,984			957,237
		211,084			1,010,441
Accumulated depreciation		(23,768	)		(59,831	)
	$	187,316		$	950,610

        Depreciation expense for all property, plant and equipment for the years ended December 31, 2007, 2008 and 2009 was $9.8 million, $11.6 million and $36.1 million, respectively.

F-20

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 5—PROPERTY, PLANT AND EQUIPMENT, NET (Continued)

        The property, plant and equipment subject to the KWP I lease and the Milford I lease as of December 31, 2009 were comprised of the following:

	KWP I			Milford I
Land and leasehold improvements	$	6,937		$	—
Furniture, fixtures, vehicles and other		366			—
Asset retirement obligations		758			2,306
Wind power generation equipment		51,845			478,499
		59,906			480,850
Accumulated depreciation		(10,705	)		(4,283	)
	$	49,201		$	476,522

        Since the revenues of KWP I are based on the variable output of the project, there are no minimum future rental payments; therefore, the revenues of KWP I are classified as contingent rental payments. Contingent rental payments for KWP I included in income were $14.3 million and $10.6 million for the years ended December 31, 2008 and 2009, respectively. The Company recognized $2.1 million of revenue for Milford I for the year ended December 31, 2009, which was based on generated energy at a straight-line price. The Milford I project's separate assets and liabilities are not available to pay the debts of the consolidated entity and they do not constitute obligations of the consolidated entity.

        The ARRA was signed into law on February 17, 2009. Section 1603 of the ARRA provides for the U.S. Treasury Secretary to provide cash grants to eligible renewable energy projects in lieu of the production tax credit or the investment tax credit. The Company received proceeds from this grant program in the aggregate amount of $115.1 million in September 2009 for its Cohocton I and Stetson I projects. Proceeds are applied against property, plant and equipment on the balance sheet and are shown as financing activity on the statement of cash flows. In March 2010, the Company received a grant for its Milford I project in the amount of $120.1 million.

NOTE 6—DEBT

        The Company enters into loan agreements with financial institutions to finance the construction of wind energy projects and the acquisition of turbines and related equipment. The Company's consolidated debt includes recourse and non-recourse borrowings entered into by First Wind and its subsidiaries. On December 12, 2008, the Company completed the first stage of a significant refinancing (HSH Refinancing), described further below, with respect to various indebtedness held by its primary lender, HSH Nordbank AG, New York Branch (HSH). During 2009, the Company and HSH further amended some of the terms of the HSH Refinancing (the 2009 Amendments).

F-21

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

        The Company had the following loans outstanding as of December 31, 2008 and 2009 (in thousands except percentages):

		Interest rate at December 31,							Balance at December 31,
						Final Maturity
		2008		2009					2008		2009
Turbine Supply Loan
	Wind Acquisition Loan		4.73%-7.67%		4.99%		2010-2011	(2)	$	288,844	$	197,868
	Wind Acquisition III Loan		4.88%		N/A		N/A			95,500		N/A
	Wind Acquisition IV Loan		4.70%-5.29%		4.99%		2011			95,091		43,064
Construction Loans
	Milford I(1)		N/A		3.49%		2010			N/A		146,002
	Stetson II		N/A		3.68%		2010			N/A		2,197
Term Loans
	North Shore Note		7.67%		4.99%		2010	(3)		7,200		7,200
	Maine Wind Loan		4.24%		3.05%		2022			17,889		14,197
	New York Wind Loan		N/A		4.26%		2012			N/A		50,000
	CSSW Loan		N/A		14.00%		2018			N/A		122,021
	Stetson Holdings Loan		N/A		3.68%		2016			N/A		68,000
Other
	Revolving credit facility		5.29%		N/A					25,757		N/A
	Construction equipment loan		8.00%		7.65%		2013			5,738		4,944
	Vehicle loans		0.00%-11.30%		0.00%-11.30%		2009-2013			556		840
Gross Indebtedness										536,575		656,333
Unamortized Discount										(4,134)		(24,287)
Carrying Value										532,441		632,046
Debt with maturities less than one year										4,548		109,238
Total long-term debt										$527,893		$522,808

(1)

The Company repaid the Milford I Construction Loan in February 2010.

(2)

In March 2010, the Company extended the maturities of $53.1 million of the Wind Acquisition Loan to 2011 and refinanced approximately $61 million of the remaining balance on a long-term basis through the First Wind Term Loan.

(3)

The Company repaid the North Shore Note in March 2010.

HSH Refinancing

        On December 12, 2008, the Company entered into a refinancing arrangement with HSH that incorporated the amendment and restatement of the Wind Acquisition, Wind Acquisition IV Loan and the First Wind Holdings Loan. As part of the HSH refinancing agreements, the Company's sponsors made capital contributions of $275.2 million and paid $170.2 million directly to HSH in respect of principal and interest of $30.2 million and $140.0 million due under the Wind Acquisition Loan and the First Wind Holdings Loan. The Company also agreed to certain reporting requirements, mandatory prepayment provisions and limitations on permitted indebtedness and member distributions

F-22

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

under this refinancing. Under the HSH Refinancing, the three facilities had cross-default and cross-collateralization provisions that were subject to modification or elimination upon the occurrence of certain events described therein. As a result of the 2009 Amendments, the First Wind Holdings Loan was no longer cross-collateralized with the Wind Acquisition Loan or the Wind Acquisition IV Loan. In March 2010, the Company met the conditions required to eliminate the cross-collateralization and cross-default requirements between the Wind Acquisition Loan and the Wind Acquisition IV Loan.

Debt Facilities

        First Wind Acquisition, LLC.    On June 30, 2006, the Company, through First Wind Acquisition, LLC, a wholly-owned subsidiary, entered into a secured term loan facility (the Wind Acquisition Loan) with HSH that allowed the Company to borrow funds for the procurement of wind turbine generators. The Wind Acquisition Loan was amended in 2007 to allow, among other things, First Wind Acquisition, LLC to advance to Kahuku Wind Power LLC, a majority-owned subsidiary of the Company, up to $7.2 million under a promissory note (the North Shore Note). No amounts were available for borrowing under the Wind Acquisition Loan as of December 31, 2009. In March 2010, approximately $62.3 million of the Wind Acquisition Loan was repaid with $61.0 million of this amount being paid with proceeds from the First Wind Term Loan (as defined). Approximately $82.4 million of the Wind Acquisition Loan matures prior to July 1, 2010, with the remainder maturing in 2011. The North Shore Note was repaid in March 2010.

        Interest on the Wind Acquisition Loan as of December 31, 2009, until final maturity, is LIBOR plus 4.75%. The Wind Acquisition Loan has a commitment fee of 50.0% of the applicable margin per annum (a rate of 2.375% at December 31, 2009) of the average daily unutilized portion of the commitment.

        The Wind Acquisition Loan is secured by the assets, comprised of turbine deposits and turbine contracts, of First Wind Acquisition, LLC and the development assets, contracts and membership interests of the Company's KWP II, Rollins and Oakfield projects. It is also secured by a pledge of the Company's equity interest in First Wind Acquisition, LLC. In conjunction with the March 2010 repayment described above, the Wind Acquisition Loan is no longer guaranteed by First Wind and is no longer cross-collateralized with or cross-defaults to the Wind Acquisition IV Loan. Additionally, principal amortization amounts are subject to adjustment upon the occurrence of certain events, including completion of an initial public offering.

        First Wind Acquisition III, LLC.    On December 21, 2006, the Company, through First Wind Acquisition III, LLC, a wholly-owned subsidiary, entered into a secured promissory note (the Wind Acquisition III Loan) with HSH, which allowed the Company to borrow up to $95.5 million for the procurement of Clipper wind turbine generators and related equipment for the Company's Cohocton I project (Cohocton I). Interest was payable at LIBOR plus a margin of 2.25%. A commitment fee was payable at an amount equal to 0.50% per annum (a rate of 1.375% at December 31, 2008) on the unutilized portion of the commitment. The Wind Acquisition III Loan was limited recourse to the Company and was secured by the assets of Cohocton I. The Wind Acquisition III Loan had an original maturity of September 30, 2007.

F-23

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

        On May 10, 2007, the Company amended and restated the Wind Acquisition III Loan in connection with the syndication by HSH of this loan. In a series of amendments beginning on September 28, 2007, the Company extended the maturity date of the Wind Acquisition III Loan to March 31, 2009. On March 30, 2009, the Wind Acquisition III Loan was repaid with borrowings under the New York Wind Loan (as defined below).

        First Wind Acquisition IV, LLC.    On April 3, 2008, the Company, through First Wind Acquisition IV, LLC, a wholly-owned subsidiary, entered into a secured term loan facility (the Wind Acquisition IV Loan) with HSH for the procurement of Clipper wind turbine generators and related equipment. No amounts were available for borrowing under this facility as of December 31, 2009, and it matures on June 30, 2011.

        Interest on the Wind Acquisition IV Loan accrues at LIBOR plus 4.75%. The Wind Acquisition IV Loan has a commitment fee of .50% per annum of the average daily unutilized portion of the commitment.

        The Wind Acquisition IV Loan is secured by the assets, comprised of turbine deposits and turbine contracts, of First Wind Acquisition IV, LLC and the assets, comprised of development assets and construction contracts, and membership interests of the Company's Sheffield and Steel Winds II projects. It is also secured by a pledge of First Wind's equity interest in First Wind Acquisition IV, LLC and certain other subsidiaries and by a pledge of First Wind O&M, LLC's interest in the O&M Agreements with certain subsidiaries of First Wind. The Company also guarantees the Wind Acquisition IV Loan and has pledged many of its assets as security for such guarantee, including all of its accounts, investment property, certain contracts and its equity interests in certain of its subsidiaries as security for such guarantee (including First Wind Acquisition, LLC, First Wind Acquisition IV, LLC, First Wind Vermont Holdings, LLC, Hawaii Holdings, LLC, Hawaii Wind Partners, LLC, First Wind Maine Holdings, LLC and Mars Hill Partners, LLC). It also is secured by a second lien on the membership interests of CSSW, LLC, New York Wind III, LLC, CSSW Cohocton Holdings, LLC and CSSW Stetson Holdings, LLC, which second lien is subordinate to repayment of the CSSW loan discussed further below.

        First Wind Holdings, LLC.    On October 17, 2007, the Company entered into a loan agreement (the First Wind Holdings Loan) with HSH to finance the development, construction, ownership and operation of three projects in the State of New York: Steel Winds I, Cohocton I and Prattsburgh I. At December 31, 2008, the First Wind Holdings loan had an outstanding balance of $26.0 million on its revolving commitment. This amount was repaid in January 2009, and cannot be redrawn. As of December 31, 2009, the First Wind Holdings Loan is solely a letter of credit facility for $15 million.

        As of December 31, 2009, the letters of credit issued under the letter of credit facility are subject to a fronting fee and a letter of credit fee equal to 0.25% and 0.50% per annum, respectively on the average daily amount of the undrawn balance of all outstanding letters of credit plus the amount of all outstanding letter of credit disbursements. The letter of credit facility is secured only with cash collateral.

        Maine Wind Partners, LLC.    On December 14, 2006, the Company, through Maine Wind Partners, LLC, an indirect wholly-owned subsidiary of the Company and the controlling member of the Mars Hill project, entered into a financing agreement with HSH to borrow up to $70.0 million to finance the construction of the Mars Hill project. Proceeds of $42.3 million from the financing

F-24

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

agreement were used to repay a turbine supply loan that financed the acquisition of turbines for the Mars Hill project.

        On March 27, 2007, the Company sold membership interests in the subsidiary that owns the Mars Hill project for proceeds from a tax equity financing. The outstanding balance under the financing agreement as of March 27, 2007 was approximately $65.0 million, and the Company used the proceeds from the sale of the membership interests to partially repay this balance. The Mars Hill project construction loan converted into a $24.8 million term loan facility (Maine Wind Loan). Interest is payable at LIBOR plus a margin ranging from 1.50% to 3.50%, as defined in the financing agreement.

        The Maine Wind Loan includes letters of credit related to the Mars Hill project that were transferred from the First Wind Holdings Loan in October 2009. The $1.4 million letter of credit facility is guaranteed by First Wind. The Maine Wind Loan matures on March 31, 2022. The Maine Wind Loan is to be repaid from cash flows from the Mars Hill project in quarterly principal and interest payments that commenced on September 30, 2007. Maine Wind Partners, LLC has made all required principal and interest payments under the Maine Wind Loan as of December 31, 2008 and 2009. Distributions of cash flows to First Wind are subject to Maine Wind Partners, LLC's maintaining a debt service reserve.

        Kaheawa Wind Power I, LLC and Hawaii Wind Partners II, LLC.    In 2005, the Company, through partially-owned subsidiaries, entered into two loan agreements, a senior construction loan agreement (the Senior Loan) and a sponsor construction loan agreement (the Sponsor Loan), with a syndicate of financial institutions arranged by HSH to finance the construction of Kaheawa Wind Power I (KWP I). The Senior Loan allowed the Company to borrow up to $58.5 million, including a $1.5 million letter of credit facility, based on satisfying, in January 2006, certain environmental conditions under a 20-year Habitat Conservation Plan (HCP). The Sponsor Loan allowed the Company to borrow up to $4.5 million at LIBOR plus a margin of 7.50% and at LIBOR plus a margin of 4.00% for any amount in excess of $4.5 million. On July 31, 2006, the Company amended the Sponsor Loan to borrow an additional $1.1 million to finance construction overruns.

        The Company completed construction of KWP I in June 2006, and in August 2006 converted the Senior Loan and Sponsor Loan from construction loans to term loans. The Company executed a tax equity financing transaction on August 16, 2007 and used proceeds in the amount of $67.7 million from this tax equity financing transaction to repay the Senior Loan and Sponsor Loan.

        The Senior loan provides for a $3.0 million letter of credit facility to support its obligations under the land lease and the HCP and to provide support for a commodity swap agreement as of December 31, 2009. This term loan allows KWP I to draw up to $15.0 million to finance any payment due on the termination of this commodity swap. The term loan has a term of five years from the termination of the commodity swap and bears interest at LIBOR plus a margin of 6.00%. As of December 31, 2008 and 2009, the commodity swap was still effective and no amount on this term loan had been drawn.

        New York Wind Loan.    On March 30, 2009, the Company, through New York Wind, LLC, an indirect subsidiary of First Wind, entered into a secured promissory note (New York Wind Loan) with Norddeutsche Landesbank Girozentrale, New York Branch, and HSH, which allowed the Company to borrow $95.5 million under a term loan facility for repayment of the Wind Acquisition III Loan, and up to $10.0 million under a letter of credit facility. Interest is generally payable at LIBOR plus a

F-25

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

margin of 4%. The New York Wind Loan's term loan facility is non-recourse to First Wind. The New York Wind Loan is secured by a pledge of First Wind's interest in New York Wind, LLC and its subsidiaries, as well as by the assets of New York Wind, LLC and its subsidiaries, including Cohocton I. In November 2009, the Company's Cohocton project repaid $45.5 million of amounts outstanding under the credit facility from proceeds received under the ARRA grant. In December 2009, the maturity date for $50.0 million of the remaining balance due under the New York Wind Loan was extended from March 29, 2010 to June 30, 2012.

        Milford Construction Loan.    On April 22, 2009, the Company, through Milford Wind Corridor Phase I, LLC, an indirect subsidiary of First Wind, entered into a secured credit agreement (Milford I Construction Loan) with a syndicate of banks led by Royal Bank of Scotland Plc. The Milford Construction Loan allows the Company to borrow up to $376.4 million under a construction loan facility for construction of Milford I. Interest is generally payable quarterly in arrears at one-month LIBOR plus a margin of 3.25%. The Milford Construction Loan is non-recourse to First Wind, and is secured by a pledge of First Wind's interest in Milford Wind Corridor Phase I, LLC, as well as by the assets of Milford Wind Corridor Phase I, LLC. Subsequent to December 31, 2009, the Milford I Construction Loan matured and was repaid with a prepayment from SCPPA under the PPA.

        CSSW.    During July and September 2009, the Company completed a transaction with affiliates of Alberta Investment Management Corporation (AIMCO) (CSSW Loan) in which it raised $115.0 million through issuance of: (i) indebtedness in CSSW, LLC, a newly-formed subsidiary that owns its Cohocton I, Stetson I and Steel Winds I operating projects and (ii) Series A-2 units in First Wind Holdings, LLC. This transaction closed in two phases, with $100.0 million of proceeds received at the phase I closing on July 17, 2009 and the additional $15.0 million of proceeds received at the phase II closing on September 16, 2009. The Company ascribed value to the loan and the Series A-2 Units based on their relative fair values at the time of the transaction. As such, approximately $24.3 million was allocated to the Series A-2 Units and approximately $90.7 million was allocated to the loan. The loan will be accreted back to par value over its life using the effective interest method. The CSSW loan was amended and restated on December 22, 2009, pursuant to which the Stetson II project was added to the collateral portfolio and upon commercial operation of the Stetson II project, CSSW will receive an additional term loan in the amount of $15.0 million. Interest is generally payable semi-annually at a fixed rate of 12%. The Company has the option to increase the outstanding principal amount of the loan by the amount of interest accrued (PIK Interest). PIK Interest bears interest at a fixed rate of 14%. As of December 31, 2009, the Company has elected the option for PIK Interest. The CSSW loan matures on January 17, 2018.

        The CSSW loan is secured by a pledge of the membership interests of CSSW, LLC, New York Wind III, LLC (the indirect owner of the Steel Winds I project), CSSW Cohocton Holdings, LLC (the indirect owner of the Cohocton project) and CSSW Stetson Holdings (the indirect owner of the Stetson I project and Stetson II project). Repayment is guaranteed by CSSW Holdings, LLC.

        Niagara Wind Power, LLC.    On October 2, 2009, the Company's Steel Winds I project entered into a $3.5 million letter of credit facility with HSH. The letters of credit issued under this facility are guaranteed by First Wind and secured by the assets of Niagara Wind Power, LLC.

        Evergreen Wind Power V, LLC.    On July 17, 2009, the Company's Stetson I project entered into a credit facility in the amount of $71.5 million with an additional $5.0 million available for letters of

F-26

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

credit (the Evergreen Wind Power V Loan). Interest is generally payable quarterly in arrears at the three-month LIBOR plus 3.50%. The Company repaid in the fourth quarter of 2009 $17.5 million of amounts outstanding under the credit facility (the Prepayment). In conjunction with the Prepayment, the maturity date of the Evergreen Wind Power V Loan was extended to June 30, 2014. On December 22, 2009, the Evergreen Wind Power V Loan was repaid with a portion of the proceeds of the Stetson Holdings Loan discussed below.

        Stetson Holdings, LLC.    On December 22, 2009, Stetson Holdings, LLC, the indirect owner of the Stetson I and Stetson II projects, entered into a construction and term loan facility (Stetson Holdings Loan) for $116.3 million with BNP Paribas and HSH. This loan provided a $71.0 million construction-term loan for both the Stetson I and Stetson II projects as well as an additional $18.6 million construction loan for the Stetson II project. In addition, a letter of credit facility of $26.7 million is provided. The letter of credit is subject to a commitment fee equal to 1.0% biannually of the daily average unutilized commitment. Interest is payable semi-annually at LIBOR plus 3.25% for the first three years and then increasing to LIBOR plus 3.50%. The Stetson Holdings Loan is secured by a pledge of First Wind's interests in Stetson Holdings, LLC and its subsidiaries and all the assets of both the Stetson I and Stetson II projects. Certain payment obligations relating to disallowances of government grants, if any, are guaranteed by First Wind.

        First Wind Term Loan.    On March 23, 2010, First Wind entered into a term loan facility (First Wind Term Loan) for $77.3 million ($75 million proceeds plus 3% original issue discount) with an affiliate of Credit Suisse as administrative agent. Interest accrues monthly at a 17% annual rate (minimum of 7% cash or higher at the Company's election, with the remainder in PIK) (but compounds semi-annually) and is payable semi-annually in arrears. The First Wind Term Loan is currently secured by a pledge of the Company's interest in its CSSW Holdings, LLC subsidiary. Upon the occurrence of certain events, the First Wind Term Loan will be secured by pledge of First Wind's indirect interests its material subsidiaries. The First Wind Term Loan is subordinated in all respects to the First Wind LC Facility (as defined below) and First Wind's guarantee of the Wind Acquisition IV Loan. Until the repayment of the Wind Acquisition IV Loan, the subordination terms cap cash interest payments at 13% per year and limit First Wind's ability to make principal payments on the First Wind Term Loan. The First Wind Term Loan is subject to mandatory prepayment under certain conditions and contains covenants, including covenants with respect to reporting requirements and limitations on permitted indebtedness, permitted liens and member distributions, as well as a Minimum Project EBITDA to cash interest ratio. The First Wind Term Loan matures on March 22, 2013.

        First Wind LC Facility.    On March 23, 2010, simultaneously with execution of the First Wind Term Loan, a subsidiary of First Wind entered into a $50 million letter of credit facility (First Wind LC Facility) with The Royal Bank of Scotland Plc as administrative agent and fronting bank; RBS Securities Inc. as arranger and bookrunner and affiliates of Credit Suisse, Morgan Stanley, Goldman Sachs and Deutsche Bank as joint bookrunners. The First Wind LC Facility is guaranteed by First Wind and a subsidiary of First Wind that indirectly owns Milford I, Milford II and future expansions of such projects. The First Wind LC Facility is subject to a letter of credit fee of 4.50% on letters of credit drawn and a 1.125% per annum commitment fee on the undrawn balance of the facility. Upon the occurrence of certain events, the First Wind LC Facility will be secured by a pledge of First Wind's interests in its material subsidiaries. The First Wind LC Facility is senior in all respects to the First Wind Term Loan but First Wind's guaranty of the First Wind LC Facility is subordinated to the Wind

F-27

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

Acquisition IV Loan that is also guaranteed by First Wind. Until the repayment of the Wind Acquisition IV Loan, the subordination terms limit to $15 million principal the payments that can be made by First Wind under the guaranty of the First Wind LC Facility. The First Wind LC Facility contains covenants, including covenants with respect to reporting requirements and limitations on permitted indebtedness, permitted liens and member distributions, as well as a Minimum Project EBITDA to cash interest ratio. The First Wind LC Facility matures on March 23, 2012 but can be extended to March 23, 2013 upon the occurrence of certain events.

Aggregate Debt Repayments

        The Company's estimated aggregate debt repayments for the next five years are as follows (in thousands):

	December 31, 2009
2010	$	109,238
2011		111,757
2012		50,920
2013		68,979
2014		7,217
Thereafter		162,220
		510,331
Milford I Construction Loan		146,002
	$	656,333

        The classification of maturities in the Company's aggregate debt repayment schedule is presented in accordance with ASC 210-10. Under ASC 210-10, obligations which would have been classified as short-term as of the balance sheet date may be presented as long-term if the debt is to be repaid with funds which would not otherwise be classified as current. In February 2010, the Company repaid the remaining outstanding balance on the Milford I Construction Loan with proceeds of a prepayment of project revenues under the related PPA, and in March 2010, the Company repaid approximately $62.3 million of the Wind Acquisition Loan.

F-28

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS

        As discussed in Note 3, in the normal course of business, the Company employs a variety of financial instruments to manage its exposure to fluctuations in interest rates and energy and energy-related commodities. The Company does not apply hedge accounting to these instruments and records changes in fair value related to derivative financial instruments in the consolidated statements of operations. The following tables reflect the amounts that are recorded in the Company's consolidated balance sheets as of December 31, 2008 and 2009 (in thousands):

		December 31, 2008						December 31, 2009
		Interest Rate Derivatives		Commodity Derivatives		Total		Interest Rate Derivatives		Commodity Derivatives		Total
Balance Sheet:
Assets
	Derivative assets	$	—	$	3,536	$	3,536	$	1	$	9,149	$	9,150
	Long-term derivative assets		—		22,279		22,279		193		37,445		37,638
	Total assets	$	—	$	25,815	$	25,815	$	194	$	46,594	$	46,788
Liabilities
	Derivative liabilities	$	372	$	466	$	838	$	656	$	2,793	$	3,449
	Long-term derivative liabilities		738		7,704		8,442		1,216		8,981		10,197
	Total liabilities	$	1,110	$	8,170	$	9,280	$	1,872	$	11,774	$	13,646

        The following tables reflect the amounts that are recorded in the Company's consolidated statements of operations for the years ended December 31, 2007, 2008 and 2009 related to derivative financial instruments (in thousands):

			December 31, 2007									December 31, 2008									December 31, 2009
			Interest Rate Derivatives			Commodity Derivative Instruments			Total			Interest Rate Derivatives			Commodity Derivative Instruments			Total			Interest Rate Derivatives			Commodity Derivative Instruments		Total
Statement of Operations:
Revenue:
	Risk management activities related to operating projects
		Net cash settlements	$	—		$	(1,670	)	$	(1,670	)	$	—		$	(4,072	)	$	(4,072	)	$	—		$	10,966	$	10,966
		Fair value changes		—			(9,801	)		(9,801	)		—			14,760			14,760			—			17,175		17,175
				—			(11,471	)		(11,471	)		—			10,688			10,688			—			28,141		28,141
Other Operating
	Risk management activities related to non-operating projects
		Net cash settlements		—			—			—			—			(1,835	)		(1,835	)		—			—		—
		Fair value changes		—			(21,141	)		(21,141	)		—			43,973			43,973			—			—		—
	Interest expense
		Net cash settlements		(982	)		—			(982	)		(1,728	)		—			(1,728	)		—			—		—
		Fair value changes		235			—			235			194			—			194			(568	)		—		(568	)
	Net gain (loss)		$	(747	)	$	(32,612	)	$	(33,359	)	$	(1,534	)	$	52,826		$	51,292		$	(568	)	$	28,141	$	27,573

F-29

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

Interest Rate Swap Agreements

        The Company is subject to market risks from changes in interest rates. The Company regularly assesses these risks and has established business strategies to provide natural offsets, supplemented by the use of derivative instruments, to protect against adverse effects. Under interest rate swap agreements, the Company may agree to swap, at specified intervals, contractually stated fixed rates for the variable rates implicit in its debt financing agreements, based on agreed-upon notional amounts. Under interest rate cap agreements, the Company receives the difference, if positive, between the underlying variable rates and contractually specified cap rates, based on agreed-upon notional amounts.

Commodity Swap Agreements

        The Company enters into long-term cash settled swap agreements to hedge commodity price variability inherent in electricity sales arrangements. If the Company sells the electricity into an independent system operator (ISO) market and there is no PPA available, the Company may enter into a financial swap to stabilize all or a portion of the Company's estimated revenue stream. These price swap agreements involve periodic notional quantity settlements where the Company will swap market for fixed price payments, based on a commodity or market price index, over the term of an agreement.

        Fair value changes and cash settlements related to commodity derivative instruments prior to wind energy projects' reaching commercial operations are recorded in earnings in the accompanying consolidated statements of operations as risk management activities related to non-operating projects. Once wind energy projects reach commercial operations, fair value changes and cash settlements related to commodity derivative instruments are recorded in earnings in the accompanying consolidated statements of operations as risk management activities related to operating projects.

        As of December 31, 2008 and 2009, the Company was a party to the following derivative contracts (in thousands, except notional amounts):

									December 31, 2008								December 31, 2009
			Current or Remaining Notional Amount
		Underlying			Units	Periodic Settlement	Expiration		Derivative Assets		Derivative Liabilities		Long-term Derivative Assets		Long-term Derivative Liabilities		Derivative Assets		Derivative Liabilities		Long-term Derivative Assets		Long-term Derivative Liabilities
Commodity Swaps:
Project:
	Cohocton	NYISO Zone C Real-Time Power		1,023,975	MWH	Monthly		2014	$	1,637	$	—	$	—	$	430	$	3,426	$	—	$	9,537	$	—
	Steel Winds	NYISO Zone A Real-Time Power		350,000	MWH	Monthly		2016		378		—		—		122		766		—		2,330		—
	Kaheawa Wind Power I	NYMEX WTI Crude Oil 1st Nearby		294,750	BBL	Quarterly		2013		—		466		—		7,152		—		2,793		—		8,981
	Stetson I and Stetson II(1)	ISO-NE Mass Hub Real-Time Power		1,273,432	MWH	Monthly		2019		1,521		—		22,279		—		4,957		—		25,578		—
Interest Rate Hedges:
Entity:
	First Wind Acquisition, LLC(2)	1-Month LIBOR		118,688,000	USD	Monthly		2010		—		—		—		—		1		137		—		—
	Maine Wind Partners, LLC	3-Month LIBOR		8,518,000	USD	Quarterly		2017		—		372		—		738		—		341		—		422
	Stetson Holdings, LLC(2)	3-Month LIBOR		37,246,370	USD	Quarterly		2014		—		—		—		—		—		178		193		794
									$	3,536	$	838	$	22,279	$	8,442	$	9,150	$	3,449	$	37,638	$	10,197

(1)

Covers the output of both the Stetson I project, which was in operation, and the Stetson II project, which was under construction at December 31, 2009.

(2)

Includes an interest rate cap.

F-30

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 7—DERIVATIVE FINANCIAL STATEMENTS (Continued)

        As a result of not applying hedge accounting to its derivative contracts, the Company has reported non-cash losses and gains related to marking the values of its derivative contracts to market of ($30.7) million, $58.9 million and $16.6 million for the years ended December 31, 2007, 2008 and 2009, respectively. These losses and gains were a result of fluctuations in the underlying forward electricity and oil prices for which the commodity price swap contracts are intended to economically hedge, and changes in underlying interest rates for which the interest rate derivative contracts are intended to economically hedge.

        As of December 31, 2009, the Company has posted letters of credit in the amount of $13.8 million as collateral related to certain commodity swaps. Certain of the Company's derivative contracts contain provisions providing the counterparties a lien on specific assets as collateral. The Company has no credit risk-related contingent features within all derivatives that affect the Company's derivative portfolio as of December 31, 2009.

NOTE 8—ASSET RETIREMENT OBLIGATIONS

        The following table presents a reconciliation of the beginning and ending aggregate carrying amounts of asset retirement obligations for the years ended December 31, 2007, 2008 and 2009 (in thousands):

Balance at December 31, 2006		$	2,104
	Additions—incurred during the year		265
	Accretion		137
Balance at December 31, 2007			2,506
	Additions—incurred during the year		3,198
	Accretion		609
Balance at December 31, 2008			6,313
	Additions—incurred during the year		2,485
	Accretion		616
Balance at December 31, 2009		$	9,414

        During 2009, the Company recognized additional asset retirement obligations relating to the Milford I project and Stetson II project in the amount of $2.3 million and $0.2 million, respectively.

        Accretion expense is included in project operating expenses on the accompanying consolidated statements of operations. The Company records assets related to asset retirement obligations to property, plant and equipment, which are depreciated on a straight-line basis over 20 years.

NOTE 9—FAIR VALUE MEASUREMENTS

        The Company holds interest rate and commodity price swaps that are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches when market quotes are not readily accessible or available.

        Valuation techniques for fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's best estimate, considering all relevant information. These valuation techniques involve some

F-31

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 9—FAIR VALUE MEASUREMENTS (Continued)

level of management estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors. The fair value hierarchy of the Company's inputs used to measure the fair value of assets and liabilities during the current period consists of three levels:

•

Level 1—Quoted prices for identical instruments in active markets.

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the least observable input that is significant to the fair value measurement of the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

        In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's financial assets and liabilities that are required to be measured at fair value as of December 31, 2008 and December 31, 2009 (in thousands):

		December 31, 2008								December 31, 2009
		Fair Value Measurements Using								Fair Value Measurements Using
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
	Interest rate derivatives	$	—	$	—	$	—	$	—	$	—	$	194	$	—	$	194
	Commodity price swap derivatives		—		—		25,815		25,815		—		—		46,594		46,594
		$	—	$	—	$	25,815	$	25,815	$	—	$	194	$	46,594	$	46,788
Liabilities:
	Interest rate derivatives	$	—	$	1,110	$	—	$	1,110	$	—	$	1,872	$	—	$	1,872
	Commodity price swap derivatives		—		7,618		552		8,170		—		11,774				11,774
		$	—	$	8,728	$	552	$	9,280	$	—	$	13,646	$	—	$	13,646

        The following table sets forth a reconciliation of changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy for the year ended December 31, 2009 (in thousands):

Balance as of January 1, 2009		$	25,263
	Net gains included in earnings		21,331
Balance as of December 31, 2009		$	46,594
Changes in unrealized gains relating to derivatives still held as of December 31, 2009		$	21,331

F-32

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 10—INCOME TAXES

        The provision for income taxes is comprised of the following:

		Year Ended December 31, 2009
Current federal		$	—
Current state			—
	Total current		—
Deferred federal			1,747
Deferred state			263
	Total deferred		2,010
Provision for income taxes		$	2,010

        A reconciliation of the federal statutory rate to the Company's effective tax rate is as follows:

	Year Ended December 31, 2009
Benefit from income taxes at federal statutory rate	$	(20,650	)	35.0	%
Benefit from state income taxes, net of federal benefit		281		(0.5	%)
Partnership income not subject to income taxes		24,001		(40.7	%)
Effect of change in entity classification		(20,648	)	35.0	%
Change in valuation allowance		19,026		(32.2	%)
	$	2,010		(3.4	%)

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

F-33

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 10—INCOME TAXES (Continued)

        Significant components of the Company's deferred tax assets and liabilities are as follows:

				Year Ended December 31, 2009
Deferred tax assets:
	Noncurrent:
		Fixed assets		$	24,016
		Net operating loss carryforwards			23,381
		Deferred revenue			550
		ARO accretion expense			141
			Subtotal		48,088
		Valuation allowance			42,064
	Net noncurrent deferred tax assets			$	(6,024	)
Deferred tax liabilities:
	Noncurrent:
		Unrealized gain on derivatives		$	5,135
		Outside basis in partnership investment			2,899
	Total noncurrent deferred tax liabilities				8,034
	Net deferred tax liability			$	(2,010	)

        During 2009, the Company filed entity classification elections for certain of its affiliated entities. The entity classification election was filed to change the tax classification of the entity from a partnership to a C corporation. At the time of each entity's classification election, a deferred tax asset was established for the difference in carrying value of the entity's assets and liabilities. The Company has established valuation allowances against its deferred tax assets because management believes that, after considering all of the available objective evidence, both historical and prospective, the realization of the deferred tax assets is not "more likely than not."

        As of December 31, 2009, the Company has federal and state net operating loss carryforwards (NOLs) of approximately $58.3 million for tax purposes, which will be available to offset future taxable income at the operating subsidiary that generated this NOL. If not utilized, these carryforwards will begin to expire in 2024.

Tax Contingencies

        The Company is subject to income taxes on subsidiaries for which entity classification elections have been made. Significant judgment is required in evaluating the Company's tax positions and in determining the Company's provision for income taxes. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company has established no reserves for uncertain tax positions.

F-34

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 11—MEMBERS' EQUITY

Distribution Preferences and Voting Rights of Series A Units and Series B Units

        The amended and restated limited liability company agreement of First Wind (LLC Agreement) authorizes First Wind to issue Series A Units and Series B Units. The Series B Units may be issued in various series at the discretion of First Wind. In general, Series A Units have been issued to First Wind's sponsors and various lenders in return for capital contributions or concurrently with the issuance of debt and Series B Units have been issued to members of management as compensation. Specific issuances of Series A Units and Series B Units are described in more detail below in "—Series A Unit Issuances" and "—Series B Unit Issuances," respectively.

Distributions and Allocations

        With respect to distributions of excess cash, distributions upon liquidation and allocations of profits for partnership tax purposes, the Series B Units are generally subordinated to the Series A-1 and Series A-2 Units to the extent of the capital contributions increased annually by the preference rate of the holders of the Series A-1 and Series A-2 Units, then to the Series A Units to the extent of the capital contributions increased annually by the preference rate of the holders of the Series A Units, and then share pro rata with the Series A-1 Units, Series A-2 Units and Series A Units thereafter. Individual series of Series B Units may be subordinated to the extent of the immediately previous Series B Units' assigned threshold value and share pro rata with previous series and the remaining Series A Units thereafter.

        With respect to the allocations of losses for partnership tax purposes, losses are first allocated to the Series A-2 Units, Series A-1 Units, Series A Units and Series B units, pro rata in accordance to their adjusted capital account (as discussed above). Individual series of Series B Units, however, share pro rata with the Series A Units and the other series of Series B Units only to the extent of their capital accounts. Once their capital accounts are reduced to zero, individual series of Series B Units cease to share in the allocations of losses.

Voting Rights

        As of December 31, 2009, the LLC Agreement provided that the holders of the various series of First Wind's units have the right to designate members of the Company's board of managers as follows:

•

the holders of a majority of the Series A Units held by the D. E. Shaw group (and its transferees and successors) are entitled to designate two managers and each successor thereof;

•

the holders of a majority of the Series A Units held by Madison Dearborn Capital Partners IV, L.P. (Madison Dearborn) (and its transferees and successors) are entitled to designate two managers and each successor thereof;

•

the holders of a majority of the Series B Units are entitled to designate two managers and each successor thereof;

•

UPC Wind Partners II, LLC is entitled to designate one manager and each successor thereof; and

•

The D. E. Shaw group and Madison Dearborn (together) are entitled to designate two managers that meet the criteria of Independent Directors and each successor thereof.

F-35

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 11—MEMBERS' EQUITY (Continued)

        Except as otherwise provided in the LLC Agreement, the affirmative vote of the holders of a majority of Series A Units is required for action to be taken by the members. Holders of Series A Units are entitled to act by written consent. In general, the holders of the Series B Units do not have voting rights. Any amendment to LLC Agreement of First Wind that would adversely affect the holders of the Series B Units without so affecting the holders of all units, requires the approval of either (i) Paul Gaynor, if he is Chief Executive Officer at the time of such approval, or (ii) the holders of a majority of the vested Series B Units, voting together as a single class.

        The LLC Agreement contains provisions limiting its managing member's, members' and officers', and their respective affiliates', liability to First Wind and its unit holders.

        In May 2008 and in accordance with the terms of the LLC Agreement, First Wind paid cash distributions to its members totaling $8.6 million in respect of federal income taxes to be assessed at the member level.

Series A Unit Issuances

        In 2006, First Wind repurchased from certain members approximately 43.0 million Series A Units for cash of $32.2 million. The repurchase included an earn-out payment of $1.0 million that was distributed in January 2009, related to commercial operation of the Company's Steel Winds I project, additional maximum payments of 4.5 million Series A-1 Units, which were also distributed during 2009, and $4.5 million of cash, expected to be paid upon certain wind energy projects' commencing commercial operations and the occurrence of certain other conditions. As of March 24, 2010, all conditions with respect to this earn-out payment had been met and all payments had been made.

        At December 31, 2008, First Wind was authorized to issue an unlimited number of Series A Units and Series A-1 Units. During 2008, members of First Wind made aggregate capital contributions of $520.3 million. In addition to cash, these contributions included the issuance of 152,527 Series A units in exchange for a parcel of land acquired from a member and approximately 23.4 million Series A Units issued upon conversion of member loans consisting of principal of $21.7 million and accrued interest of $1.7 million. As of December 31, 2008, First Wind had no outstanding member capital commitments.

        In 2009, First Wind issued 140.0 million Series A-1 Units to its members in exchange for $140.0 million of capital contributions and in satisfaction of obligations to certain members. In addition, First Wind issued 4.5 million A-1 Units to certain members in connection with certain wind energy projects' commencing commercial operations. In March 2010, First Wind paid $4.5 million to these members upon the remaining conditions for the payment having been met.

        In connection with the CSSW loan described in Note 6, First Wind issued approximately 44.9 million Series A-2 Units and allocated approximately $24.3 million of the proceeds from the transaction thereto. The Series A-2 Units have an initial preference of $0.39 per unit that increases ratably over the eight years subsequent to their issuance such that, at the end of this period, their capital preference will be $1 per unit, which is identical to Series A and Series A-1 Units.

Series A-1 Warrant

        On December 12, 2008, First Wind issued a warrant to purchase Series A-1 Units (HSH Warrant) to HSH in conjunction with the HSH Refinancing. The HSH Warrant entitles the holder to purchase

F-36

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 11—MEMBERS' EQUITY (Continued)

10.0 million Series A-1 Units at a price of $1.00 per unit. The number of units and the per unit price are subject to adjustment if First Wind (i) entitles its members to receive a distribution of units or other membership interests, (ii) effects a split or reverse split of its units or (iii) sells units to affiliates at a price lower than the $1.00 per unit strike price of the warrant. The HSH Warrant also contains a cashless exercise provision under which it could be exercised, in whole or in part, by the holder's tendering the right to receive the number of Series A-1 Units equivalent in fair value to the exercise price in lieu of cash.

        The HSH Warrant is exercisable until the earlier of a Qualified Public Offering (as such term is defined in the LLC Agreement) or December 12, 2010. If neither a Qualified Public Offering nor issuance of Series A-1 Units to a party other than the existing members of First Wind at December 12, 2008, or HSH has occurred by December 12, 2010, the expiration date of the HSH Warrant will extend by one year to December 12, 2011.

Series B Unit Issuances

        As of December 31, 2009, First Wind was authorized to issue up to 180 million Series B Units. As of December 31, 2008 and 2009, First Wind had issued approximately 167.9 million and 150.2 million Series B Units, respectively. These units are generally used for employee compensation purposes and are granted by series at zero cost to the grantee. Employee Series B Unit awards generally cliff vest in three equal annual installments over a three-year term of continuous service, with accelerated vesting upon a change in control as defined in a Restricted Unit Agreement (RUA) which each grantee is required to execute.

        The terms of the RUA require the forfeiture of any unvested Series B Units upon a unit holder's separation of service from the Company. A total of approximately 0.4 million and 24.6 million of unvested Series B Units were forfeited or canceled during 2008 and 2009, respectively.

NOTE 12—UNIT-BASED COMPENSATION

        As discussed in Note 11, First Wind is authorized to issue up to 180.0 million Series B Units. Effective January 1, 2006, the Company adopted ASC 718-20 Compensation-Stock Compensation (ASC 718-20), which establishes the accounting for employee unit-based awards. Under the provisions of ASC 718-20, unit-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company recognizes unit-based compensation expenses associated with the Series B Units on a straight-line basis over the requisite service period using the fair value method. The fair value of each Series B Unit was estimated using a probability-weighted expected return model. Under a probability-weighted expected return model, the value of an enterprise equity instrument is estimated based upon an analysis of future values assuming various possible future liquidity events. Equity instrument value is based on the probability-weighted present value of expected cash flows, considering each of the possible future events, as well as the rights and preferences of each unit class.

        The Series B-1 Units granted on April 28, 2006 vest proportionately with the capital contributions of First Wind's members over a three-year term of continuous service. On March 31, 2008, all outstanding Series B-1 Unit awards were modified to provide similar vesting provisions as subsequent series issuances of Series B Units, which vest over a three-year term of continuous service.

F-37

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 12—UNIT-BASED COMPENSATION (Continued)

        The following table summarizes Series B Unit activity:

	Year ended December 31,
	2008						2009
	Units			Weighted Average Grant Date Fair Value			Units			Weighted Average Grant Date Fair Value
Outstanding balance at beginning of year		37,337,000		$	0.15			123,844,777		$	0.32
Granted, at fair value		86,885,000			0.40			7,859,117			0.24
Forfeited		(377,223	)		(0.15	)		(24,622,325	)		(0.35	)
Canceled		—			—			(957,999	)		(0.51	)
Outstanding at end of period		123,844,777			0.32			106,123,570			0.32
Units vested at end of period		39,360,858						57,923,683

Unvested units		Units			Weighted Average Grant Date Fair Value
Balance at December 31, 2007			27,794,767		$	0.15
	Granted		86,885,000			0.40
	Vested		(12,276,600	)		(0.15	)
	Forfeited		(377,223	)		(0.15	)
Balance at December 31, 2008			102,025,944			0.32
	Granted		7,859,117			0.24
	Vested		(37,062,849	)		(0.31	)
	Forfeited		(24,622,325	)		(0.35	)
Balance at December 31, 2009			48,199,887		$	0.41

        During the years ended December 31, 2007, 2008 and 2009 the Company recorded stock-based compensation related to the Series B Units as follows (in thousands):

	Year ended December 31,
	2007		2008		2009
Project development expenses	$	47	$	221	$	1,138
General and administrative expenses		1,496		8,582		5,883
	$	1,543	$	8,803	$	7,021

        The Company estimates its expected weighted average forfeiture rate to be 13.7%. As of December 31, 2009, the total future compensation cost related to unvested Series B Units that are expected to vest is $17.0 million, which will be recognized over a weighted-average period of 1.05 years.

F-38

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES

Operating Leases

        As of December 31, 2009, the Company was obligated under long-term non-cancelable operating leases, primarily for land, offices and office equipment, and construction equipment leases. Rental expense for lease commitments under these operating leases for the years ended December 31, 2007, 2008 and 2009 was $1.5 million, $2.1 million and $4.8 million, respectively.

        Future minimum lease payments under these operating leases at December 31, 2009 for 2010 through 2014 and thereafter were as follows (in thousands):

	Operating Leases
2010	$	5,189
2011		5,422
2012		7,252
2013		3,857
2014		3,577
Thereafter		43,667
	$	68,964

In certain of the Company's land lease agreements, the Company is obligated to decommission all wind energy project equipment and restore the land to original condition, excluding removal of access roads, upon expiration, cancellation or termination of the land lease agreements. In connection with KWP I, the Company was required to provide to the lessor a letter of credit in the amount of $1.5 million to ensure performance under the contract and to guarantee resources for decommissioning and reclamation. The Company pays quarterly letter of credit fees based on an annual rate of 1.75%. This letter of credit will remain in effect during the full term of the lease, including option extensions.

Power Purchase Agreements

        The Company enters into long-term PPAs with customers, generally electric utility companies, to sell all or a fixed proportion of the electricity generated by one of the Company's projects, sometimes bundled with RECs and capacity. Electricity payments are calculated based on the amount of electrical energy delivered at a designated delivery point and may include fixed and variable price terms. Certain of the PPAs provide for potential payments by the Company if it fails to meet minimum target levels.

        The Company generally enters into PPAs prior to its wind energy projects' beginning construction and/or commencing commercial operations. Pursuant to the terms of certain PPAs, the Company may be required to make payments to the relevant power purchaser under certain conditions, such as shortfall on delivery of electricity, failure to meet certain performance threshold requirements or failure to commence commercial operations by a scheduled date.

        The Company's Steel Winds I subsidiary has a PPA that expired on December 31, 2009. The Company signed a new 5-year PPA, subsequent to December 31, 2009, for the sale of the generated energy, RECs, capacity and ancillary services.

F-39

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)

Turbine Supply and Warranty Agreements

        The Company enters into turbine supply agreements (TSAs), through wholly-owned subsidiaries, with suppliers for the procurement of wind turbine generators and related equipment. In November 2009, the Company renegotiated its turbine supply agreements with Clipper in order to convert its firm purchase commitments into rights to purchase turbines, and the Company also extended the delivery schedule for its existing orders. These agreements provide the Company with the right, but not the obligation, to acquire Clipper Liberty turbines representing 632.5 MW of capacity for installation over the period from 2011 to 2015. The Company has already paid approximately $60.0 million in deposits and progress payments for these turbines and intends to pay approximately $30.0 million more in deposits and progress payments by January 15, 2011. If the Company decides not to purchase additional turbines from Clipper, it will forfeit the pro rata portion of the deposits related to the turbines not acquired corresponding to the schedule of future turbine purchases: $38.6 million for turbines scheduled to be purchased in 2011, $17.9 million in 2012, $10.7 million in 2013, $13.4 million in 2014 and $8.9 million in 2015.

        The Company had remaining future commitments to GE and potential payments to Clipper under the TSAs as of December 31, 2009 as follows (in thousands):

	GE		Clipper
2010(1)	$	27,087	$	13,127
2011		—		193,528
2012		—		180,386
2013		—		154,337
2014		—		189,365
2015		—		135,157
	$	27,087	$	865,900

(1)

Clipper amount represents an obligation

        First Wind has provided guarantees to both GE and Clipper to support payment obligations of its subsidiaries under the TSAs.

        The Company may enter into warranty and guarantee agreements (WGAs) with the suppliers of wind turbines. These suppliers guarantee the delivery and performance of the turbines and related equipment in accordance with technical specifications defined in the WGA and agree to perform services throughout the term of the WGA to maintain the performance of the turbines in accordance with these defined technical specifications. Any payments received for warranty claims filed are recorded in other income in the statement of operations.

F-40

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)

        The WGAs commence on the start-up and commissioning of the turbines and the Company was committed to make the following future payments under WGAs as of December 31, 2009 as follows (in thousands):

2010	$	1,254
2011		3,558
2012		2,744
2013		2,744
	$	10,300

Balance of Plant Agreements

        The Company enters into balance of plant (BOP) agreements with contractors for the construction of the major components of its wind energy projects, including access roads, tower foundations and turbine erection. As of December 31, 2009, the Company estimated a remaining commitment of $4.3 million for the Stetson II project.

Operations and Maintenance Agreements

        The Company enters into operations and maintenance (O&M) agreements with suppliers of its wind turbine generators and related equipment. Under the terms of the O&M agreements, the suppliers perform all scheduled routine maintenance, repairs, and replacement and management of spare parts related to the wind turbine generators and related equipment upon commencement of commercial operations.

        The future minimum commitments under O&M agreements as of December 31, 2009 were as follows:

2010	$	4,116
2011		4,778
2012		3,668
2013		2,898
2014		1,939
	$	17,399

Letters of Credit

        The Company's customers and vendors and regulatory agencies often require the Company to post letters of credit in order to guarantee performance under relevant contracts and agreements. The Company is also required to post letters of credit to secure obligations under various swap agreements and leases and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. The amount that can be drawn under some of these letters of credit may be increased from time to time subject to the satisfaction of certain conditions. The Company is contingently liable for performance under letters of credit totaling $38.0 million, $40.5 million as of December 31, 2008 and 2009, respectively.

F-41

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)

        As of December 31, 2009, the Company had the following outstanding letters of credit (in thousands):

Commodity swap agreements	$	13,800
Construction contracts		1,562
PPAs and REC contracts		7,677
Interconnection Agreement		2,250
Regulatory agencies		2,626
Financing Agreements		9,200
Leases		944
Other		2,463
	$	40,522

        During the first half of 2009, the Company had one draw against the letter of credit for $1.3 million. As of December 31, 2009, the Company does not believe that it is likely that any additional claims will be made under a letter of credit in the foreseeable future.

Project Development Payments

        In 2006, the Company executed agreements to acquire rights to develop certain wind energy projects from noncontrolling members of subsidiaries of the Company. In connection with these agreements, the Company is obligated to make payments of up to $1.5 million to these noncontrolling members, contingent upon certain wind energy projects either commencing commercial operations or development milestones, such as obtaining construction permits.

Guarantee Agreements

        The Company has provided guarantees to certain of its institutional tax equity investors in connection with its tax equity financing transactions. These guarantees do not guarantee the returns targeted by the tax equity investors, but rather support any potential indemnity payments payable under the tax equity agreements.

        The Company is contractually obligated to deliver a minimum amount of energy to SCPPA in connection with the prepayment under the Milford I PPA. In the event the Company does not deliver the contractual amount of energy, the Company may be required to purchase and deliver replacement energy.

Legal Proceedings

        The Company is involved from time to time in litigation and disputes arising in the normal course of business, including proceedings contesting our permits or the operation of our projects. Management does not believe the following proceedings will, if determined adversely, have a material adverse effect on the financial condition, results of operations and liquidity of the Company:

        On July 15, 2008, the Company was served with a civil subpoena by the New York State Attorney General relating to an investigation into its activities in the State of New York. In response to the subpoena, First Wind produced documents and information relating principally to the New York State

F-42

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)

Attorney General's investigation into: (i) whether the Company improperly sought or obtained land-use agreements with citizens and public officials, (ii) whether improper benefits were given to public officials to influence their actions and (iii) whether the Company and its competitors entered into anti-competitive agreements or practices. The Company cooperated fully with the requests of the New York State Attorney General, with the assistance of outside counsel. Outside counsel also conducted its own internal investigation on behalf of the Company. On October 29, 2008, the Company voluntarily agreed to implement a Code of Conduct, created by the New York State Attorney General to govern the Company's future conduct in connection with wind energy project development in New York State. The Company entered into a subsequent version of the New York code in October 2009. The Company has been advised by the New York State Attorney General's office that it is not currently under investigation.

        Some residents near our Mars Hill project recently commenced litigation against us based on the Company's construction and operation of this project. While the outcome of this litigation cannot be predicted, the Company believes it will not have a material adverse effect on its financial position, results of operations or cash flows.

NOTE 14—RELATED PARTY TRANSACTIONS

        In the normal course of business, the Company engages in transactions with related parties, including affiliates of members of the Company.

Member Loans

        On May 3, 2008, the Company converted the member loans of approximately $23.4 million, principal and accrued interest, to approximately 23.4 million Series A Units.

Investment

        On May 2, 2008, the Company contributed approximately $3.4 million of cash and property in exchange for a 30% investment in Deepwater Wind, LLC (Deepwater), an off-shore wind energy company. The Company has significant influence but not control over Deepwater, therefore the Company accounts for this investment using the equity method of accounting. A member of First Wind has a majority investment in Deepwater. The Company committed to provide contributions of $120.0 million to Deepwater; however, the Company has the right to opt out of making such contributions, which could result in the dilution of the Company's interest in Deepwater. As of December 31, 2009, the Company's interest had been diluted to approximately 17%.

NOTE 15—EMPLOYEE BENEFIT PLANS

401(k) Plan

        In 2006, the Company established a 401(k) Plan (the Plan) for the benefit of its U.S. employees. Employees of the Company are eligible to participate in the Plan immediately upon employment. Contributions are made by employees through pre-tax deductions and by the Company up to a maximum percentage of an employee's annual salary as specified by the Plan. The Company's contributions to the Plan were $0.1 million, $0.3 million and $0.6 million for the years ended December 31, 2007, 2008 and 2009, respectively.

F-43

First Wind Holdings, LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

				December 31, 2009			June 30, 2010
Assets
Current assets:
	Cash and cash equivalents			$	31,467		$	44,074
	Restricted cash				45,974			47,432
	Accounts receivable				6,390			6,618
	Prepaid expenses and other current assets				9,096			8,930
	Derivative assets				9,150			10,132
			Total current assets		102,077			117,186
Property, plant and equipment, net					950,610			848,739
Construction in progress					472,526			450,536
Turbine deposits					97,172			116,909
Long-term derivative assets					37,638			37,703
Other non-current assets					21,671			25,467
Deferred financing costs, net					16,460			18,899
			Total assets	$	1,698,154		$	1,615,439
Liabilities and Members' Capital
Current liabilities:
	Accrued capital expenditures and turbine deposits			$	44,894		$	36,067
	Accounts payable and accrued expenses				16,440			30,797
	Derivative liabilities				3,449			3,274
	Deferred revenue				—			11,562
	Current portion of long-term debt				109,238			184,052
			Total current liabilities		174,021			265,752
Long-term debt, net of current portion					522,808			311,286
Long-term derivative liabilities					10,197			10,150
Deferred income tax liability					2,010			5,845
Deferred revenue					2,777			210,348
Other liabilities					7,555			7,687
Redeemable interest in subsidiary					119,998			—
Asset retirement obligations					9,415			10,019
			Total liabilities		848,781			821,087
Commitments and contingencies
Members' capital:
	First Wind Holdings, LLC
		Members' capital			847,251			846,666
		Accumulated deficit			(191,229	)		(233,409	)
			Total First Wind Holdings, LLC members' capital		656,022			613,257
	Noncontrolling interests in subsidiaries				193,351			181,095
			Total members' capital		849,373			794,352
			Total liabilities and members' capital	$	1,698,154		$	1,615,439

See accompanying notes to condensed consolidated financial statements.

F-44

First Wind Holdings, LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except units and per unit amounts)

			Three Months Ended June 30,						Six Months Ended June 30,
			2009			2010			2009			2010
Revenues:
	Revenues		$	9,534		$	22,022		$	20,915		$	40,747
	Cash settlements of derivatives			418			1,358			6,558			5,018
	Fair value changes in derivatives			(7,585	)		(10,456	)		12,708			3,976
		Total revenues		2,367			12,924			40,181			49,741
Cost of revenues:
	Project operating expenses			4,809			12,162			8,380			24,121
	Depreciation and amortization of operating assets			7,918			11,785			15,741			24,055
		Total cost of revenues		12,727			23,947			24,121			48,176
		Gross profit (loss)		(10,360	)		(11,023	)		16,060			1,565
Other operating expenses
	Project development			3,673			14,377			16,987			23,337
	General and administrative			8,098			10,693			19,145			18,641
	Depreciation and amortization			750			1,145			1,422			2,285
		Total other operating expenses		12,521			26,215			37,554			44,263
		Loss from operations		(22,881	)		(37,238	)		(21,494	)		(42,698	)
Other income (expense)				1,438			(3,528	)		(57	)		(5,153	)
Interest expense, net of capitalized interest				—			236			(3,365	)		—
		Loss before provision for income taxes		(21,443	)		(40,530	)		(24,916	)		(47,851	)
	Provision for income taxes			—			461			—			3,835
		Net loss		(21,443	)		(40,991	)		(24,916	)		(51,686	)
Less: net (income) loss attributable to noncontrolling interest				3,621			(759	)		5,862			9,506
		Net loss attributable to members of First Wind Holdings, LLC	$	(17,822	)	$	(41,750	)	$	(19,054	)	$	(42,180	)
Net income (loss) attributable per Series A unit:
	Basic and diluted net loss attributable per Series A unit		$	(0.03	)	$	(0.06	)	$	(0.03	)	$	(0.06	)
	Basic and diluted weighted average number of Series A units outstanding			649,681,382			649,681,382			649,681,382			649,681,382

See accompanying notes to condensed consolidated financial statements.

F-45

First Wind Holdings, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

					Six Months Ended June 30,
					2009			2010
Cash flows from operating activities:
	Net loss				$	(24,916	)	$	(51,686	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization				17,163			26,340
		Amortization of deferred financing costs				863			—
		Unrealized gains on derivative instruments				(11,884	)		(1,269	)
		Loss on equity investment				695			836
		Share-based compensation expense				3,590			7,941
		Deferred income taxes				—			3,835
		Loss on sale of assets				—			1,751
		Impairment of assets				—			2,583
		Changes in assets and liabilities:
			Accounts receivable			632			(1,563	)
			Prepaid expenses and other current assets			4,007			166
			Other non-current assets			2,222			(3,363	)
			Other liabilities			(200	)		132
			Accounts payable and accrued expenses			(16,588	)		5,341
			Deferred revenue			826			225,988
				Net cash provided by (used in) operating activities		(23,590	)		217,032
Cash flows from investing activities:
	Capital expenditures and turbine deposits					(107,823	)		(38,902	)
	Proceeds from sale of assets, net					—			3,279
	Changes in restricted cash					(8,922	)		(1,458	)
				Net cash used in investing activities		(116,745	)		(37,081	)
Cash flows from financing activities:
	Proceeds from borrowings, net					263,385			85,899
	ARRA grant proceeds, net					—			139,159
	Proceeds from capital contributions					139,882			—
	Transaction costs from sale of subidiary company interest					(153	)		(26	)
	Repurchase of subsidiary company interests					—			(4,000	)
	Repayment of borrowings					(285,237	)		(381,126	)
	Distributions to noncontrolling interests					(2,938	)		(2,750	)
	Distributions to members					(1,000	)		(4,500	)
				Net cash provided by (used in) financing activities		113,939			(167,344	)
				Net increase (decrease) in cash and cash equivalents		(26,396	)		12,607
Cash and cash equivalents, beginning of period						40,729			31,467
Cash and cash equivalents, end of period					$	14,333		$	44,074
Supplemental disclosures of cash flow information:
	Non-cash investing and financing activities:
		Capital expenditures and turbine deposits funded directly from borrowings			$	177,155		$	17,565
			CSSW loan interest paid in kind		$	—		$	8,849

See accompanying notes to condensed consolidated financial statements.

F-46

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1—BUSINESS

        First Wind Holdings, LLC (First Wind) and its subsidiaries (collectively, the Company) are engaged in the development, construction and operation of utility-scale wind energy projects principally in the Northeastern and Western regions of the continental United States and Hawaii. First Wind is a limited liability company organized under the laws of Delaware.

        In May 2008, First Wind Holdings Inc., a wholly-owned subsidiary of First Wind, was incorporated in the State of Delaware. First Wind Holdings Inc. has filed with the United States Securities and Exchange Commission (SEC) a Registration Statement on Form S-1 (the Registration Statement) to register its Class A common stock under the Securities Act of 1933, as amended, for an initial public offering.

NOTE 2—LIQUIDITY AND GOING CONCERN

        The Company began its business in 2002 and has generated substantial net losses and negative cash flows from operating activities since inception primarily due to the significant growth in development, construction and operation of its wind projects during this period. The Company has relied on equity contributions from its members along with borrowings, secured by certain of its assets, and grants under the American Recovery and Reinvestment Act of 2009 (ARRA) to fund project development spending, procurement of wind turbine generators, construction costs and other operating costs.

        In March 2010, the Company extended the maturity dates for its Wind Acquisition and Wind Acquisition IV turbine supply loans. In connection with this extension, the Company repaid $1.4 million of these turbine supply loans. Also in March 2010, First Wind completed a $77.3 million debt financing and entered into a $50 million letter of credit facility. In conjunction with these financing transactions, the Company prepaid approximately $61.0 million of amounts outstanding under these turbine supply loans. As a result of this prepayment, the Wind Acquisition loan is no longer guaranteed by the Company, and the Wind Acquisition loan and the Wind Acquisition IV loan are no longer cross-collateralized and no longer cross-default to each other. In June 2010, the Company repaid approximately $2.3 million of the Wind Acquisition loan with a maturity date of June 30, 2010, with proceeds from the sale of two excess turbines and further extended the maturity of the remaining $77.6 million (the Milford II Turbine Loan) to January 15, 2011. As of June 30, 2010, the Company had approximately $184.1 million of current debt maturities, of which $171.8 million relates to the Wind Acquisition loan (including the Milford II Turbine loan) and the Wind Acquisition IV loan, both of which must be fully repaid before July 1, 2011.

        The Company has a signed commitment letter with a consortium of banks to provide $250 million of construction financing on its Milford II project (the Milford II Construction Loan). This financing commitment is subject to final approval, delivery of an executed power purchase agreement, certain permitting activities, and certain other closing conditions, all of which the Company expects to satisfy on or before November 15, 2010. The Company expects to use proceeds from the Milford II Construction Loan, which will mature in 2011, to repay the Milford II Turbine Loan. However, there can be no assurance that this financing will be available or, if such financing is available, that it will be available on terms acceptable to the Company. If the Company is unable to repay or further extend the maturity on the Milford II Turbine Loan, it would be in default of the Wind Acquisition loan, and the lender could accelerate the remaining balance of $51.1 million due thereunder. The Wind Acquisition

F-47

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 2—LIQUIDITY AND GOING CONCERN (Continued)

Loan (including the Milford II Turbine Loan) is recourse solely to specified collateral, including turbines allocated to the Company's Milford II, KWP II and Rollins projects along with the development assets of the KWP II, Rollins and Oakfield projects. To remedy such a default, the collateral could be sold, or the Company could surrender the collateral to the lender. The carrying value of the specified collateral was approximately $330.0 million at June 30, 2010, of which approximately $320.5 million relates to turbines. The Company believes the fair value of the collateral substantially exceeds the principal amount of corresponding non-recourse debt that it secures. While surrender of the collateral would not prevent the Company's ability to continue 2010 operations, it would result in a loss for financial reporting purposes and could have an adverse effect on the Company's longer term operations, including a potential delay in completion of one or more of the projects noted above.

        The Company's 2009 consolidated financial statements were prepared assuming its ability to continue as a going concern. In addition to the extension of the Wind Acquisition loan maturities as described above, in July 2010, the Company obtained financing of approximately $117 million for its Kahuku project. The Company believes that the extension of the Wind Acquisition loan maturities combined with cash on hand, proceeds from the Kahuku financing and the ability to reduce certain discretionary spending, if necessary, will provide it with sufficient liquidity to meet its working capital and operating requirements through December 31, 2010.

        The Company's ability to continue as a going concern after December 31, 2010, is largely dependent on its ability to raise additional capital to repay subsequently maturing debt, including the $184.1 million maturing in 2011, to pay contractual commitments for turbine purchases and to fund project development and construction of its wind energy projects. To fund its future operations and meet its existing commitments, including servicing debt maturities, the Company is exploring alternatives to extend the maturities of its indebtedness and/or raise additional capital through one or more of the following sources: (i) public or private issuances of parent company equity, debt or convertible securities, (ii) project-level construction financing for projects currently under development, and (iii) permanent project-level financings for existing projects or for new projects as they become operational, including but not limited to tax equity financings, ARRA cash grants or ARRA loan guarantees. However, there can be no assurance that any additional financing will be available or, if such financing is available, that it will be available on terms acceptable to the Company. Moreover, additional funds may be necessary sooner than the Company currently anticipates in the event of changes to development schedules, increases in development costs, or to meet other unanticipated expenses. If the Company is unable to raise additional capital or generate sufficient operating cash flow to repay subsequently maturing debt, it could be in default of its lending agreements and could be required to delay development and construction of its wind energy projects, reduce overhead costs, reduce the scope of its projects or abandon or sell some or all of its development projects, all of which could adversely affect the Company's business, financial position and results of operations.

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FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

        The condensed consolidated financial statements reflect the operations of the Company and all of its majority-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP).

        The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with U.S. GAAP as contained in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification or ASC) for interim financial information and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for annual fiscal reporting periods. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in equity and cash flows. The results of operations for the three and six months ended June 30, 2010, are not necessarily indicative of results that may be expected for the year ending December 31, 2010. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2009 audited consolidated financial statements and notes thereto, which appear beginning on page F-2 of the Registration Statement.

        Certain prior year amounts have been reclassified to conform to the current year's presentation. These reclassifications had no material effect on the Company's previously reported consolidated financial position, results of operations or cash flows.

Concentration of Credit Risk

        The Company derives the largest portion of its electricity and REC revenues from a small number of customers. Revenues by major customer were as follows (in thousands, except percentages):

	Three Months Ended								Six Months Ended
	June 30, 2009				June 30, 2010				June 30, 2009				June 30, 2010
ISO New England	$	1,628	17	%	$	3,736	17	%	$	3,096	15	%	$	8,964	22	%
Maui Electric Company		1,637	17			3,473	16			4,111	20			5,832	14
New Brunswick Power Corporation		1,608	17			1,083	5			3,485	17			3,422	8
NY ISO		849	9			724	3			2,216	11			1,308	3
		5,722	60			9,016	41			12,908	63			19,526	47
Amortization of SCPPA prepayment		—	—			5,567	25			—	—			9,656	24
Revenues from all other customers		3,812	40			7,439	34			8,007	37			11,565	29
	$	9,534	100	%	$	22,022	100	%	$	20,915	100	%	$	40,747	100	%

Fair Value of Financial Instruments

        The carrying amounts of debt are comparable to market as the instruments generally bear interest at variable rates, except for the CSSW Loan (as defined in Note 6) and First Wind Term Loan (as defined in Note 6). The CSSW Loan was executed in July 2009, and the First Wind Term Loan was executed in March 2010. The carrying value of the loans approximate the fair market value of the loans

F-49

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

as they have fixed interest rates and interest rates have not fluctuated significantly since the loans were made.

Project Development Costs

        The Company expenses all project development costs, primarily consisting of initial permitting, land rights, preliminary engineering work, analysis of project wind resources, analysis of project economics and legal work, until management deems a project probable of being technically, commercially and financially viable. Once this determination has been made, the Company classifies the project as a Tier 1 project, at which point it begins capitalizing project development costs.

        Should the Company decide to abandon or discontinue development of a Tier 1 project, previously capitalized costs are charged to expense in the period that such determination is made. In the three months ended June 30, 2010, the Company revised the timeline for development of its Longfellow project. This resulted in the Company recategorizing the project from Tier 1 to Tier 2 and expensing $2.5 million of previously capitalized costs.

Unit-based Compensation

        The Company accounts for Series B Units awarded to employees by expensing the grant-date fair value of each award over its three-year vesting period. During the three and six months ended June 30, 2009 and 2010, the Company recorded compensation expense related to these awards as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2010		2009		2010
Project development expenses	$	112	$	732	$	620	$	1,285
General and administrative expenses		777		5,084		2,970		6,656
	$	889	$	5,816	$	3,590	$	7,941

Significant New Accounting Policies

        In January 2010, the Company adopted new FASB guidance on fair value measurements and disclosures which requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance had no material impact on the Company's financial position, results of operations or cash flows.

        In October 2009, the FASB issued new standards for revenue recognition with multiple deliverables. These new standards impact the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units for accounting purposes. Additionally, these new standards modify the manner in which the transaction consideration is allocated

F-50

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. These new standards are required to be adopted in the first quarter of 2011; however the Company elected to adopt these standards effective January 1, 2010. The adoption of these new standards did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

NOTE 4—NONCONTROLLING INTERESTS AND TAX EQUITY TRANSACTIONS

        Noncontrolling interests in subsidiaries are comprised of the following as of December 31, 2009 and June 30, 2010 (in thousands):

		December 31, 2009			June 30, 2010
Noncontrolling interest attributable to:
	Tax equity investors	$	212,915		$	199,143
	Other subsidiary equity ownership interests		(19,564	)		(18,048	)
Total noncontrolling interest		$	193,351		$	181,095

        The following table is a reconciliation of equity from December 31, 2009 to June 30, 2010:

		First Wind Members' Capital			Noncontrolling Interests			Total
Balance at December 31, 2009		$	656,022		$	193,351		$	849,373
	Repurchase of noncontrolling interests		(4,000	)		—			(4,000	)
	Share-based compensation		7,941			—			7,941
	Transaction costs associated with tax equity financing		(26	)		—			(26	)
	Distributions		(4,500	)		(2,750	)		(7,250	)
	Net loss		(42,180	)		(9,506	)		(51,686	)
Balance at June 30, 2010		$	613,257		$	181,095		$	794,352

F-51

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 5—PROPERTY, PLANT AND EQUIPMENT, NET

        Property, plant and equipment, net are comprised of the following as of December 31, 2009 and June 30, 2010 (in thousands):

	December 31, 2009			June 30, 2010
Land	$	9,549		$	9,669
Land and leasehold improvements		24,591			50,551
Furniture, fixtures, vehicles and other		11,236			15,450
Asset retirement obligations		7,828			8,253
Wind power generation equipment		957,237			849,931
		1,010,441			933,854
Accumulated depreciation		(59,831	)		(85,115	)
	$	950,610		$	848,739

        Section 1603 of the ARRA provides for the U.S. Treasury Secretary to provide cash grants to eligible renewable energy projects in lieu of the production tax credit or the investment tax credit. The Company received proceeds from this grant program in the aggregate amount of $120.1 million in March 2010 for its Milford I project. The proceeds from this grant were used to retire the redeemable interest in subsidiary that was outstanding at December 31, 2009. In June 2010, the Company received additional proceeds from this grant program in the aggregate amount of $19.3 million for its Stetson II project, which were primarily used to retire the Stetson II construction loan that was outstanding at March 31, 2010. All ARRA proceeds were applied against property, plant and equipment on the balance sheet and are shown as a financing activity on the statement of cash flows.

F-52

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 6—DEBT

        The Company had the following loans outstanding as of December 31, 2009 and June 30, 2010 (in thousands except percentages):

		Interest Rate			Balance
		December 31, 2009	June 30, 2010	Final Maturity	December 31, 2009			June 30, 2010
Turbine Supply Loan
	Wind Acquisition Loan	4.99%	5.10%	2011	$	197,868		$	128,700
	Wind Acquisition IV Loan	4.99%	5.10%	2011		43,064			43,064
Construction Loans
	Milford I	3.49%	N/A	2010		146,002			—
	Stetson II	3.68%	N/A	2010		2,197			—
Term Loans
	North Shore Note	4.99%	N/A	2010		7,200			—
	Maine Wind Loan	3.05%	3.33%	2022		14,197			12,858
	New York Wind Loan	4.26%	4.54%	2012		50,000			42,003
	CSSW Loan	14.00%	14.00%	2018		122,021			144,609
	Stetson Holdings Loan	3.68%	4.00%	2016		68,000			62,854
	First Wind Term Loan	N/A	17.00%	2013		—			77,320
Other
	Construction equipment loan	7.65%	7.65%	2013		4,944			4,522
	Vehicle loans	0.00%-11.30%	0.00%-11.28%	2010-2014		840			963
Gross Indebtedness						656,333			516,893
Unamortized Discount						(24,287	)		(21,555	)
Carrying Value						632,046			495,338
Debt with maturities less than one year						109,238			184,052
Total long-term debt					$	522,808		$	311,286

Debt Facilities

        First Wind Acquisition, LLC.    The Company, through First Wind Acquisition, LLC, a wholly-owned subsidiary, entered into a secured term loan facility (the Wind Acquisition Loan) with HSH Nordbank AG (HSH), New York Branch. In March 2010, approximately $62.3 million of the Wind Acquisition Loan was repaid with $61.0 million of this amount being paid with proceeds from the First Wind Term Loan (as defined below). Approximately $67.3 million of the Wind Acquisition Loan matures prior to January 15, 2011, with the remainder maturing prior to June 2011. The North Shore Note was repaid in March 2010.

        The Wind Acquisition Loan is secured by the assets, comprised of turbine deposits and turbine contracts, of First Wind Acquisition, LLC and the development assets, contracts and membership interests of the Company's KWP II, Rollins and Oakfield projects. It is also secured by a pledge of the Company's equity interest in First Wind Acquisition, LLC. Additionally, principal amortization amounts

F-53

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 6—DEBT (Continued)

are subject to adjustment upon the occurrence of certain events, including completion of an initial public offering.

        First Wind Acquisition IV, LLC.    The Company, through First Wind Acquisition IV, LLC, a wholly-owned subsidiary, entered into a secured term loan facility (the Wind Acquisition IV Loan) with HSH for the procurement of Clipper wind turbine generators and related equipment.

        The Wind Acquisition IV Loan is secured by the assets, comprised of turbine deposits and turbine contracts, of First Wind Acquisition IV, LLC and the assets, comprised of development assets and construction contracts, and membership interests of the Company's Sheffield and Steel Winds II projects. It is also secured by a pledge of First Wind's equity interest in First Wind Acquisition IV, LLC and certain other subsidiaries and by a pledge of First Wind O&M, LLC's interest in the O&M Agreements with certain subsidiaries of First Wind. The Company also guarantees the Wind Acquisition IV Loan and has pledged many of its assets as security for such guarantee, including all of its accounts, investment property, certain contracts and its equity interests in certain of its subsidiaries as security for such guarantee (including First Wind Acquisition, LLC, First Wind Acquisition IV, LLC, First Wind Vermont Holdings, LLC, Hawaii Holdings, LLC, Hawaii Wind Partners, LLC, First Wind Maine Holdings, LLC and Mars Hill Partners, LLC). It also is secured by a second lien on the membership interests of CSSW, LLC, New York Wind III, LLC, CSSW Cohocton Holdings, LLC and CSSW Stetson Holdings, LLC, which second lien is subordinate to repayment of the CSSW loan discussed further below.

        New York Wind Loan.    The Company, through New York Wind, LLC, an indirect subsidiary of First Wind, entered into a secured promissory note (New York Wind Loan) with Norddeutsche Landesbank Girozentrale, New York Branch, and HSH. The New York Wind Loan is secured by a pledge of CSSW Cohocton Holdings, LLC's interest in New York Wind, LLC and its subsidiaries, as well as by the assets of New York Wind, LLC and its subsidiaries, including Cohocton I. On September 1, 2010, the Company refinanced the New York Wind Loan. This refinancing increased the loan size to $79.0 million (including a $14.0 million letter of credit facility), extended the maturity date to March 1, 2018, and replaced HSH with Union Bank, N.A., Deutsche Bank Trust Company Americas and Commerzbank AG, New York Branch as lenders.

        CSSW.    During July and September 2009, the Company entered into a loan agreement (CSSW Loan) with affiliates of Alberta Investment Management Corporation (AIMCO). The Company has the option to increase the outstanding principal amount of the loan by the amount of interest accrued (PIK Interest). PIK Interest bears interest at a fixed rate of 14%. As of June 30, 2010, the Company has elected the option for PIK Interest which increased the CSSW Loan by $8.8 million.

        The CSSW loan is secured by a pledge of the membership interests of CSSW, LLC, New York Wind III, LLC (the indirect owner of the Steel Winds I project) and CSSW Cohocton Holdings, LLC (the indirect owner of the Cohocton projects) and CSSW Stetson Holdings (the indirect owner of the Stetson I project and Stetson II project). Repayment is guaranteed by CSSW Holdings, LLC and CSSW, LLC.

        The Company received an additional $15 million in April 2010 under the CSSW Loan upon the completion of the Stetson II project.

F-54

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 6—DEBT (Continued)

        Stetson Holdings, LLC.    In December 2009, the Company's Stetson I and Stetson II projects entered into a financing construction and term facility (Stetson Holdings Loan) for $116.3 million with BNP Paribas and a participant lender. The Stetson Holdings Loan is secured by a pledge of First Wind's interests in Stetson Holdings, LLC and its subsidiaries and all the assets of both the Stetson I and Stetson II projects. The Company repaid $14.1 million of the Stetson Holdings Loan during June 2010 upon receipt of the Stetson II ARRA grant proceeds. No amounts were available for borrowing under this facility as of June 30, 2010,

        First Wind Term Loan.    On March 23, 2010, First Wind entered into a term loan facility (First Wind Term Loan) for $77.3 million with an affiliate of Credit Suisse as administrative agent. Interest accrues monthly at a 17% annual rate (minimum of 7% cash or higher at the Company's election, with the remainder payable in kind) compounding semi-annually, and is payable semi-annually in arrears. The First Wind Term Loan is currently secured by a pledge of the Company's interests in its CSSW Holdings, LLC subsidiary. Upon the occurrence of certain events, the First Wind Term Loan will be secured by a pledge of the Company's indirect interests in its material subsidiaries. The First Wind Term Loan is subordinated in all respects to the First Wind LC Facility (as defined below) and First Wind's guarantee of the Wind Acquisition IV Loan. Until the repayment of the Wind Acquisition IV Loan, the subordination terms cap cash interest payments at 13% per year and limit First Wind's ability to make principal payments on the First Wind Term Loan. The First Wind Term Loan is subject to mandatory prepayment under certain conditions and contains covenants, including covenants with respect to reporting requirements and limitations on permitted indebtedness, permitted liens and member distributions, as well as various others. The First Wind Term Loan matures on March 22, 2013.

        First Wind LC Facility.    On March 23, 2010, simultaneously with execution of the First Wind Term Loan, a subsidiary of First Wind entered into a $50 million letter of credit facility (First Wind LC Facility) with The Royal Bank of Scotland PLc as administrative agent and fronting bank; RBS Securities Inc. as arranger and bookrunner and affiliates of Credit Suisse, Morgan Stanley, Goldman Sachs and Deutsche Bank as joint bookrunners. The First Wind LC Facility is guaranteed by First Wind and a subsidiary of First Wind that indirectly owns Milford I, Milford II and future expansions of such projects. The First Wind LC Facility is subject to a letter of credit fee of 4.50% on letters of credit issued and a 1.125% per annum commitment fee on the unutilized balance of the facility. The First Wind LC Facility is secured by First Wind's indirect ownership interest in its Milford subsidiaries and upon the occurrence of certain events, the First Wind LC Facility will be secured by a pledge of First Wind's interests in its material subsidiaries. The First Wind LC Facility is senior in all respects to the First Wind Term Loan but First Wind's guaranty of the First Wind LC Facility is subordinated to the Wind Acquisition IV Loan that is also guaranteed by First Wind. Until the repayment of the Wind Acquisition IV Loan, the subordination terms limit the payments that can be made by First Wind under the guaranty of the First Wind LC Facility to $15 million. The First Wind LC Facility contains covenants, including covenants with respect to reporting requirements and limitations on permitted indebtedness, permitted liens and member distributions, as well as various others. The First Wind LC Facility matures on March 23, 2012, but can be extended to March 23, 2013, upon the occurrence of certain events.

        Kahuku.    On July 28, 2010, Kahuku Wind Power, LLC entered into a $117.3 million construction and term loan facility (Kahuku Loan) guaranteed by the U.S. Department of Energy (DOE). The loan

F-55

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 6—DEBT (Continued)

is secured by the Kahuku project and all of its assets. The DOE also has a $10 million guarantee from First Wind Holdings, LLC and an $8 million project completion letter of credit. Principal repayment will begin in March 2012 and the Kahuku Loan will mature in June 2028. As of September 30, 2010, total principal outstanding under the Kahuku Loan was approximately $53.6 million, which accrues interest at a rate of 3.507% per annum.

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS

        In the normal course of business, the Company employs a variety of financial instruments to manage its exposure to fluctuations in interest rates and energy and energy-related commodities. The Company does not apply hedge accounting to these instruments and records changes in fair value related to derivative financial instruments in the condensed consolidated statements of operations.

Interest Rate Swap Agreements

        The Company is subject to market risks from changes in interest rates. The Company regularly assesses these risks and has established business strategies to provide natural offsets, supplemented by the use of derivative instruments, to protect against adverse effects. Under interest rate swap agreements, the Company may agree to swap, at specified intervals, contractually stated fixed rates for the variable rates implicit in its debt financing agreements, based on agreed-upon notional amounts. Under interest rate cap agreements, the Company receives the difference, if positive, between the underlying variable rates and contractually specified cap rates, based on agreed-upon notional amounts.

Commodity Swap Agreements

        The Company enters into long-term cash settled swap agreements to hedge commodity price variability inherent in electricity sales arrangements. If the Company sells the electricity into an independent system operator (ISO) market and there is no PPA available, the Company may enter into a financial swap to stabilize all or a portion of the Company's estimated revenue stream. These price swap agreements involve periodic notional quantity settlements where the Company will swap market for fixed price payments, based on a commodity or market price index, over the term of an agreement.

F-56

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

        The following tables reflect the amounts that are recorded in the Company's condensed consolidated balance sheets as of December 31, 2009 and June 30, 2010 (in thousands):

		December 31, 2009						June 30, 2010
		Interest Rate Derivatives		Commodity Derivatives		Total		Interest Rate Derivatives		Commodity Derivatives		Total
Balance Sheet:
Assets
	Derivative assets	$	1	$	9,149	$	9,150	$	—	$	10,132	$	10,132
	Long-term derivative		193		37,445		37,638		48		37,655		37,703
	Total assets	$	194	$	46,594	$	46,788	$	48	$	47,787	$	47,835
Liabilities
	Derivative liabilities	$	656	$	2,793	$	3,449	$	782	$	2,492	$	3,274
	Long-term derivative liabilities		1,216		8,981		10,197		3,652		6,498		10,150
	Total liabilities	$	1,872	$	11,774	$	13,646	$	4,434	$	8,990	$	13,424

        The following tables reflect the amounts that are recorded in the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2009 and 2010 related to derivative financial instruments (in thousands):

			Three Months Ended June 30, 2009									Three Months Ended June 30, 2010
			Interest Rate Derivatives			Commodity Derivative Instruments			Total			Interest Rate Derivatives			Commodity Derivative Instruments			Total
Statement of Operations:
Revenue:
		Net cash settlements	$	—		$	418		$	418		$	—		$	1,358		$	1,358
		Fair value changes		—			(7,585	)		(7,585	)		—			(10,456	)		(10,456	)
				—			(7,167	)		(7,167	)		—			(9,098	)		(9,098	)
Other Operating:
	Other expenses
		Fair value changes		(1,546	)		—			(1,546	)		(1,825	)		—			(1,825	)
	Interest expense, net of capitalized interest
		Net cash settlements		—			—			—			106			—			106
			$	(1,546	)	$	(7,167	)	$	(8,713	)	$	(1,719	)	$	(9,098	)	$	(10,817	)

F-57

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

			Year-to-date Six Months Ended June 30, 2009								Year-to-date Six Months Ended June 30, 2010
			Interest Rate Derivatives			Commodity Derivative Instruments		Total			Interest Rate Derivatives			Commodity Derivative Instruments		Total
Statement of Operations:
Revenue:
		Net cash settlements	$	—		$	6,558	$	6,558		$	—		$	5,018	$	5,018
		Fair value changes		—			12,708		12,708			—			3,976		3,976
				—			19,266		19,266			—			8,994		8,994
Other Operating:
	Other expenses
		Fair value changes		(519	)		—		(519	)		(2,707	)		—		(2,707	)
			$	(519	)	$	19,266	$	18,747		$	(2,707	)	$	8,994	$	6,287

        The Company was a party to four commodity swap contracts, three interest rate swap contracts and two interest rate cap contracts as of December 31, 2009. As of June 30, 2010, the Company was a party to four commodity swap contracts, three interest rate swap contracts and one interest rate cap contract, the details of which are as follows:

									December 31, 2009								June 30, 2010
			Current or Remaining Notional Amount
		Underlying			Units	Periodic Settlement	Expiration		Derivative Assets		Derivative Liabilities		Long-term Derivative Assets		Long-term Derivative Liabilities		Derivative Assets		Derivative Liabilities		Long-term Derivative Assets		Long-term Derivative Liabilities
Commodity Swaps:
Project:
	Cohocton	NYISO Zone C Real-Time Power		2,195,784	MWH	Monthly		2020	$	3,426	$	—		9,537	$	—	$	3,868	$	—		5,837	$	—
	Stetson I and Stetson II	ISO-NE Mass Hub Real-Time Power		1,202,805	MWH	Monthly		2019		4,957		—		25,578		—		5,458		—		29,558		—
	Steel Winds I	NYISO Zone A Real-Time Power		322,375	MWH	Monthly		2016		766		—		2,330		—		806		—		2,260		—
	Kaheawa Wind Power I	NYMEX WTI Crude Oil Front Month		256,123	BBL	Quarterly		2013		—		2,793		—		8,981		—		2,493		—		6,498
Interest Rate Hedges:
Entity:
	Stetson Holdings, LLC(1)	6-Month LIBOR	$	56,568,976	USD	Semiannual		2016		—		178		193		794		—		461		48		2,988
	Maine Wind Partners, LLC	3-Month LIBOR	$	7,715,000	USD	Quarterly		2017		—		341		—		422		—		320		—		664
	First Wind Acquisition, LLC(2)	1-Month LIBOR	$	—	USD	Monthly		2010		1		137		—		—		—		—		—		—
									$	9,150	$	3,449	$	37,638	$	10,197	$	10,132	$	3,274	$	37,703	$	10,150

(1)

Includes two interest rate swaps and an interest rate cap

(2)

Includes interest rate cap

F-58

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 8—FAIR VALUE MEASUREMENTS

        The Company holds interest rate and commodity price swaps that are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches when market quotes are not readily accessible or available.

        Valuation techniques for fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's best estimate, considering all relevant information. These valuation techniques involve some level of management's estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors. The fair value hierarchy of the Company's inputs used to measure the fair value of assets and liabilities during the current period consists of three levels:

•

Level 1—Quoted prices for identical instruments in active markets.

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        Level 2 instruments require modeling for valuation in which significant valuation inputs come from the market. The Company uses current market information as of the measurement date, such as prices of crude oil and Eurodollar interest rate contracts traded on a major exchange, to calculate the fair value of the derivative instruments.

        Level 3 instruments are those that reflect the Company's estimates about the assumptions market participants would use in pricing the instrument, made based on the best information available as of the valuation date. The majority of the Company's Level 3 instruments are power swap contracts that cannot be directly valued based on quoted market prices due to contract features such as long duration or illiquid location. The fair value of such power swap contracts is computed based on relevant prices quoted in the power and natural gas forward markets, combined with certain extrapolation assumptions for the relations between natural gas and power prices and between power prices at traded and non-traded locations.

        If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the least observable input that is significant to the fair value measurement of the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

F-59

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 8—FAIR VALUE MEASUREMENTS (Continued)

        In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's financial assets and liabilities that are required to be measured at fair value as of June 30, 2010 (in thousands):

		June 30, 2010
		Fair Value Measurements Using
		Level 1		Level 2		Level 3		Total
Assets:
	Interest rate derivatives	$	—	$	48	$	—	$	48
	Commodity price swap derivatives		—		—		47,787		47,787
		$	—	$	48	$	47,787	$	47,835
Liabilities:
	Interest rate derivatives	$	—	$	4,434	$	—	$	4,434
	Commodity price swap derivatives		—		8,990		—		8,990
		$	—	$	13,424	$	—	$	13,424

        The following table sets forth a reconciliation of changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy for the six months ended June 30, 2010 (in thousands):

Balance as of December 31, 2009		$	46,594
	Net unrealized gains included in earnings		7,552
	Net realized gains included in earnings		(6,359	)
Balance as of June 30, 2010		$	47,787
Changes in unrealized gains relating to derivatives still held as of June 30, 2010		$	1,193

        Unrealized gains related to derivative instruments classified as level 3 have been recorded as a component of fair value changes in derivatives in the accompanying condensed consolidated statements of operations.

NOTE 9—RELATED PARTY TRANSACTIONS

Unit Redemption Agreement

        In March 2010, the Company met all conditions with respect to an earn-out due under a unit redemption agreement and, accordingly made a payment of $4.5 million to one of its members.

F-60

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 10—COMMITMENTS AND CONTINGENCIES

Power Purchase Agreements

        The Company's Steel Winds I subsidiary had a power purchase agreement (PPA) that expired on December 31, 2009. The Company signed a new 5-year PPA, in January 2010, for the sale of the generated energy, RECs, capacity and ancillary services.

        In February 2010, First Wind received an approximately $232 million prepayment for energy under its Milford I PPA, which is recorded as deferred revenue. The Company recognizes revenue for guaranteed generation under the Milford I PPA as generated, utilizing a straight-line price based on the prepayment it has received for guaranteed energy. The Company is contractually obligated to deliver a minimum amount of energy to SCPPA in connection with the prepayment. In the event the Company does not deliver the contractual amount of energy, the Company may be required to purchase and deliver replacement energy.

Letters of Credit

        The Company's customers, vendors and regulatory agencies often require the Company to post letters of credit in order to guarantee performance under relevant contracts and agreements. The Company is also required to post letters of credit to secure obligations under various swap agreements and leases and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. The amount that can be drawn under some of these letters of credit may be increased from time to time subject to the satisfaction of certain conditions. The Company is contingently liable for performance under letters of credit totaling $40.5 million and $60.7 million as of December 31, 2009 and June 30, 2010, respectively. As of June 30, 2010, the Company had total additional availability for certain specific subsidiaries under committed letters of credit facilities totaling $59.1 million.

Legal Proceedings

        The Company is involved from time to time in litigation and disputes arising in the normal course of business, including proceedings contesting its permits or the construction or operation of its projects. Some residents near its Mars Hill project have commenced litigation against us based on the Company's construction and operation of this project. While the outcome of this litigation cannot be predicted, the Company believes it will not have a material adverse effect on its financial condition, results of operations or cash flows.

F-61

PROJECTS AND MARKETS

Blue areas represent states in which we have projects in operation, in various stages of development or in construction or to which we sell power. Our ability to complete our projects as planned is subject to risks and uncertainties. See "Risk Factors."

PROJECTS UNDER CONSTRUCTION

Kahuku
Oahu, HI
30 MW
Milford II
Milford, UT
102 MW

Sheffield
Sheffield, VT
40 MW
Rollins
Penobscot Co., ME
60 MW

12,000,000 Shares

First Wind Holdings Inc.

Class A Common Stock

PROSPECTUS

          , 2010

        Until                        (25 days after the commencement of this offering), all dealers that buy, sell or trade the Class A common stock may be required to deliver a prospectus, regardless of whether they are participating in this offering. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the SEC registration fee and the FINRA filing fee, the amounts set forth below are estimates.

SEC registration fee	$	17,685
Legal fees and expenses		2,550,000
FINRA filing fee		45,500
Nasdaq listing fee		150,000
Printing and engraving expenses		400,000
Transfer agent's and registrar's fees		3,500
Accounting fees and expenses		1,650,000
Miscellaneous		200,000
Total	$	5,016,685

Item 14.    Indemnification of Officers and Directors

        Our certificate of incorporation provides that a director will not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of the law, (3) under section 174 of the DGCL for unlawful payment of dividends or improper redemption of stock or (4) for any transaction from which the director derived an improper personal benefit. In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our certificate of incorporation, will be limited to the fullest extent permitted by the amended DGCL. Our bylaws provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.

        Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys' fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

        Our certificate of incorporation also contains indemnification rights for our directors and our officers. Specifically, our certificate of incorporation provides that we shall indemnify our officers and directors to the fullest extent authorized by the DGCL. Further, we may maintain insurance on behalf

II-1

of our officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.

        We have obtained directors' and officers' insurance to cover our directors, officers and some of our employees for certain liabilities.

        We will enter into written indemnification agreements with our directors. Under these proposed agreements, if a director makes a claim of indemnification to us, at the director's election, either a majority of the independent directors or independent legal counsel selected by the director, must review the relevant facts and make a determination whether the director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) us to indemnify the director.

        The limited liability company agreement of First Wind Holdings, LLC contains provisions limiting the liability of First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors, to First Wind Holdings, LLC or any of its members. Moreover, the limited liability company agreement contains broad indemnification provisions for First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors. Because First Wind Holdings, LLC is a limited liability company, these provisions are not subject to the limitations on exculpation and indemnification contained in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers.

Item 15.    Recent Sales of Unregistered Securities

        In connection with its formation in May 2008, First Wind Holdings Inc. issued one share of its common stock to First Wind Holdings, LLC. The share was issued in reliance upon an exemption from registration afforded by Section 4(2) of the Securities Act. No underwriters, brokers or finders were involved in this issuance. The single share was issued by First Wind Holdings Inc. to First Wind Holdings, LLC in order to form First Wind Holdings Inc. and did not involve a public offering, which would require registration under the Securities Act of 1933.

        Since January 1, 2007, First Wind Holdings, LLC has granted to directors, officers and employees an aggregate of 113,045,903 Series B Units (consisting of Series B-2, B-3, B-4 and B-5 Units), of which 26,308,667 such Series B Units have been forfeited or cancelled. The issuances of the Series B Units to directors, officers and employees were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 as promulgated under the Securities Act.

        In addition, during the past three years, First Wind Holdings, LLC issued unregistered securities to the entities and persons described below. None of these transactions involved any underwriters or any public offerings, and we believe that each of these transactions was exempt from registration requirements pursuant to Section 3(a)(9) or Section 4(2) of the Securities Act of 1933, as amended. The recipients of the securities in these transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. The share numbers presented below do not give effect to the reorganization transactions described in the prospectus.

II-2

        During the fiscal year ended December 31, 2007, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date	Recipient	Securities Issued	Consideration Received by First Wind Holdings, LLC
January 3, 2007	UPC Wind Partners II, LLC	1,026,812 Series A Units	$1,026,812
	D. E. Shaw MWP Acquisition	6,050,000 Series A Units	$6,050,000
	Holdings, L.L.C.
	Madison Dearborn Capital	6,050,000 Series A Units	$6,050,000
	Partners IV, L.P.
	Paul Gaynor	12,791 Series A Units	$12,791
	Tim Rosenzweig	12,791 Series A Units	$12,791
	Steve Vavrik	12,791 Series A Units	$12,791
March 15, 2007	Michael Alvarez	183,743 Series A Units	$183,743

        During the fiscal year ended December 31, 2008, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date	Recipient	Securities Issued	Consideration Received by First Wind Holdings, LLC
February 22, 2008	UPC Wind Partners II, LLC	152,527 Series A Units	$152,527
May 3, 2008	UPC Wind Partners II, LLC	1,684,916 Series A Units	Conversion of $1,684,916 loan
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	10,786,422 Series A Units	Conversion of $10,786,422 loan
	Madison Dearborn Capital Partners IV, L.P.	10,786,422 Series A Units	Conversion of $10,786,422 loan
	Paul Gaynor	33,381 Series A Units	Conversion of $33,381 loan
	Tim Rosenzweig	33,381 Series A Units	Conversion of $33,381 loan
	Michael Alvarez	73,226 Series A Units	Conversion of $73,226 loan
	Steve Vavrik	33,381 Series A Units	Conversion of $33,381 loan
May 27, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	22,059,000 Series B Units	Purchasing of Series A Units
	Madison Dearborn Capital Partners IV, L.P.	22,059,000 Series B Units	Purchasing of Series A Units
May 29, 2008	UPC Wind Partners II, LLC	1,710,797 Series A Units	$1,710,797
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	10,080,048 Series A Units	$10,080,048
	Madison Dearborn Capital Partners IV, L.P.	10,080,048 Series A Units	$10,080,048
June 13, 2008	UPC Wind Partners II, LLC	3,190,518 Series A Units	$3,499,358
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	20,618,280 Series A Units	$20,618,280
	Madison Dearborn Capital Partners IV, L.P.	20,618,280 Series A Units	$20,618,280
June 27, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	10,538,232 Series A Units	$10,538,232
	Madison Dearborn Capital Partners IV, L.P.	10,538,232 Series A Units	$10,538,232
July 8, 2008	UPC Wind Partners II, LLC	308,840 Series A Units	$308,840
July 14, 2008	UPC Wind Partners II, LLC	1,630,710 Series A Units	$1,630,710
August 8, 2008	UPC Wind Partners II, LLC	157,852 Series A Units	$157,852
September 5, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	3,665,472 Series A Units	$3,665,472
	Madison Dearborn Capital Partners IV, L.P.	3,665,472 Series A Units	$3,665,472
September 19, 2008	UPC Wind Partners II, LLC	622,107 Series A Units	$622,107

II-3

Date	Recipient	Securities Issued	Consideration Received by First Wind Holdings, LLC
October 3, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	6,872,760 Series A Units	$6,872,760
	Madison Dearborn Capital Partners IV, L.P.	6,872,760 Series A Units	$6,872,760
October 31, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	3,390,562 Series A Units	$3,390,562
November 7, 2008	Madison Dearborn Capital Partners IV, L.P.	1,516,870 Series A Units	$1,516,870
November 14, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	6,419,438 Series A Units	$6,419,438
	Madison Dearborn Capital Partners IV, L.P.	8,293,130 Series A Units	$8,293,130
November 26, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	2,582,523 Series A Units	$2,582,523
	Madison Dearborn Capital Partners IV, L.P.	2,582,523 Series A Units	$2,582,523
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	1,291,262 Series A Units	$1,291,262
	Madison Dearborn Capital Partners IV, L.P.	1,291,262 Series A Units	$1,291,262
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	112,126,216 Series A Units	$112,126,216
	Madison Dearborn Capital Partners IV, L.P.	112,126,216 Series A Units	$112,126,216
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	30,000,000 Series A-1 Units	$30,000,000
	Madison Dearborn Capital Partners IV, L.P.	30,000,000 Series A-1 Units	$30,000,000
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	37,000,000 Series A Units	$37,000,000
	Madison Dearborn Capital Partners IV, L.P.	37,000,000 Series A Units	$37,000,000

        Since December 31, 2008, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date	Recipient	Securities Issued	Consideration Received by First Wind Holdings, LLC
January 30, 2009	D. E. Shaw MWP Acquisition Holdings, L.L.C.	16,000,000 Series A-1 Units	$16,000,000
	Madison Dearborn Capital Partners IV, L.P.	16,000,000 Series A-1 Units	$16,000,000
February 26, 2009	D. E. Shaw MWP Acquisition Holdings, L.L.C.	54,000,000 Series A-1 Units	$54,000,000
	Madison Dearborn Capital Partners IV, L.P.	54,000,000 Series A-1 Units	$54,000,000
April 13, 2009	UPC Wind Partners II, LLC	3,033,303 Series A-1 Units	Issued under Unit Redemption Agreement
July 17, 2009	PIP3PX FirstWind LLC Ltd.	16,088,750 Series A-2 Units	$6,238,413
	PIP3GV FirstWind LLC Ltd.	28,789,215 Series A-2 Units	$11,163,018
December 15, 2009	UPC Wind Partners II, LLC	1,466,697 Series A-1 Units	Issued under Unit Redemption Agreement

II-4

Item 16.    Exhibits and Financial Statement Schedule

(a)

Exhibits.

        The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K:

Exhibit Number			Description
	1.1		Form of Underwriting Agreement.
	2.1		Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and First Wind Merger, LLC.
	2.2		Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and certain D.E. Shaw entities.
	3.1		Form of Amended & Restated Certificate of Incorporation.
	3.2		Form of Amended & Restated Bylaws.
	5.1		Opinion of Davis Polk & Wardwell LLP.
	10.1	†	2009 Omnibus Agreement, dated November 25, 2009, among First Wind Energy, LLC, New York Wind, LLC, UPC Wind Acquisition IV, LLC, Niagara Wind Power, LLC, UPC Wind Acquisition V, LLC, Clipper Windpower, Inc., Clipper and Clipper Fleet Services, Inc.
	10.2	**†	Amended and Restated Turbine Supply Agreement, dated December 31, 2007, between First Wind Acquisition IV, LLC (f/k/a UPC Wind Acquisition IV, LLC), as Purchaser, and Clipper Turbine Works, Inc., as Supplier.
	10.3	**†	Amendment No. 1 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated December 30, 2008, between Clipper and UPC Wind Acquisition IV, LLC.
	10.4	**†	Amendment No. 2 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated April 22, 3009, between Clipper and UPC Wind Acquisition IV, LLC.
	10.5	**	Assignment and Assumption Agreement, dated April 22, 2009, between First Wind Acquisition IV, LLC and Milford Wind Corridor Phase I, LLC.
	10.6	**	Power Purchase Contract for as Available Energy, dated December 3, 2004, between Maui Electric Company, Limited, as Buyer, and Kaheawa Wind Power LLC, as Seller.
	10.7	†	Energy Management Services Agreement, dated July 31, 2006, between Evergreen Wind Power, LLC, as Seller, and New Brunswick Power Generation Corporation, as Buyer.
	10.8	**	Power Purchase Agreement, dated March 16, 2007, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
	10.9	**	First Amendment to Power Purchase Agreement, dated January 16, 2009, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
	10.10	†	Fourth Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

II-5

Exhibit Number			Description
	10.11	**†	Amendment No. 1 to Fourth Amended and Restated Secured Promissory Note, dated November 30, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.12	**†	Amendment No. 2 to Fourth Amended and Restated Secured Promissory Note, dated December 22, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.13	†	Second Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.14	†	Second Amended and Restated Guaranty, dated July 17, 2009, by First Wind Holdings, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.15	**	Amendment No. 1 to Second Amended and Restated Guaranty, dated November 30, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.16	**	Amendment No. 2 to Second Amended and Restated Guaranty, dated December 22, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.17	†	Amended and Restated Credit Agreement, dated December 22, 2009, among CSSW, LLC, CSSW Holdings, LLC, the Lenders party thereto, and Wells Fargo Bank, National Association.
	10.18	**	Intercreditor Agreement, dated July 17, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
	10.19	**	Amendment No. 1 to Intercreditor Agreement, dated December 22, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
	10.20	**	First Lien Guarantee and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association.
	10.21	**	Amendment No. 1 to First Lien Guarantee and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
	10.22	**	Amendment No. 2 to First Lien Guarantee and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
	10.23	**	Second Lien Guaranty and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC, certain of its Subsidiaries, and HSH Nordbank AG, New York Branch.
	10.24	**	Amendment No. 1 to Second Lien Guaranty and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
	10.25	**	Amendment No. 2 to Second Lien Guaranty and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
	10.26	†	Financing Agreement, dated December 22, 2009, among Stetson Holdings, LLC, BNP Paribas, HSH Nordbank AG, New York Branch, and the Lender parties thereto.

II-6

Exhibit Number			Description
	10.27	**	Amendment No. 1 to Financing Agreement, dated December 29, 2009, between Stetson Holdings, LLC and BNP Paribas.
	10.28	†	Amended and Restated Limited Liability Company Agreement of UPC Hawaii Wind Partners II, LLC, dated August 16, 2007.
	10.29	†	Equity Contribution and Purchase Agreement, dated September 28, 2009, among Milford NHC, LLC, Milford Wind Holdings, LLC, Milford Wind Partners, LLC, and Stanton Equity Trading Delaware LLC.
	10.30	†	First Amended and Restated Limited Liability Company Agreement of Milford Wind Partners, LLC, dated September 28, 2009, between Milford NHC, LLC and Stanton Equity Trading Delaware LLC.
	10.31		Unit Redemption Agreement, dated April 28, 2006, between UPC Wind Partners II, LLC and UPC Wind Partners, LLC.
	10.32		Amendment Agreement to Unit Redemption Agreement, dated December 12, 2008, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
	10.33		Form of Limited Liability Company Agreement of First Wind Holdings, LLC.
	10.34		Form of Tax Receivable Agreement.
	10.35		Form of Nominating and Voting Agreement.
	10.36		Form of Registration Rights Agreement.
	10.37	**	2009 Employee Bonus Plan.
	10.38		First Wind Holdings Inc. 2010 Long Term Incentive Plan.
	10.39	**	Form of Non-Competition Agreement.
	10.40	**	Form of Non-Solicitation and Non-Disclosure Agreement.
	10.41	**	Form of Noncompetition, Confidentiality and Release Agreement.
	10.42	**	Form of Restricted Unit Agreement.
	10.43	**	Form of Restricted Unit Agreement.
	10.44	**	Severance Pay Plan of First Wind Energy LLC.
	10.45		Form of Indemnification Agreement.
	10.46	**	Amendment Agreement No. 2 to Unit Redemption Agreement, dated March 18, 2010, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
	10.47	**	Form of Exchange Agreement.
	10.48		Amendment No. 1 to Second Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.49		Consent and Amendment No. 3 to Fourth Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.50		Amendment No. 3 to Second Amended and Restated Guaranty, dated March 2, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.

II-7

Exhibit Number			Description
	10.51		Amendment No. 4 to Second Amended and Restated Guaranty, dated March 23, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.52		Amendment No. 4 to Fourth Amended and Restated Secured Promissory Note, dated June 30, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.53		Common Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.
	10.54		Equity Funding Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower, Kahuku Holdings, LLC, as Equity Investor, U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.
	10.55		Secretary's Guarantee, dated July 26, 2010, between U.S. Department of Energy and Kahuku Wind Power, LLC.
	10.56		Form of Option Agreement Under the First Wind Holdings Inc. 2010 Long Term Incentive Plan.
	16.1	**	Letter of KPMG LLP.
	21.1	*	List of subsidiaries.
	23.1		Report and Consent of Ernst & Young LLP.
	23.2		Report and Consent of KPMG LLP.
	23.3		Consent of Davis Polk & Wardwell LLP (in Exhibit 5.1).
	24.1	**	Power of Attorney.
	24.2	**	Power of Attorney.

*

To be filed by amendment.

**

Previously filed.

†

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

(b)

Financial Statements Schedule

        The following schedule is filed herewith pursuant to the requirements of Regulation S-X:

Schedule Number		Description
	I	Condensed Parent Company Financial Information.

        All other schedules have been omitted because they are not required, are not applicable, or the information is included in the Consolidated Financial Statements or Notes thereto.

II-8

SCHEDULE I

First Wind Holdings, LLC

Condensed Parent Company Balance Sheets

(in thousands)

			December 31,
			2008			2009
Assets
Current assets:
	Cash and cash equivalents		$	—		$	6,804
	Deferred financing costs, net			2,311			—
		Total current assets		2,311			6,804
Noncurrent assets:
	Investments in subsidiaries			562,608			653,568
		Total assets	$	564,919		$	660,372
Liabilities and Members' Capital
Current liabilities:
	Accounts payable and accrued expenses		$	72		$	—
	Current portion of long-term debt			25,973			—
	Other liabilities			—			4,350
		Total current liabilities		26,045			4,350
Members' capital:
	First Wind Holdings, LLC members' capital			670,484			847,251
	Accumulated deficit			(131,610	)		(191,229	)
		Total First Wind Holdings, LLC members' capital		538,874			656,022
		Total liabilities and members' capital	$	564,919		$	660,372

II-9

SCHEDULE I

First Wind Holdings, LLC

Condensed Parent Company Statements of Operations

(in thousands)

		Years Ended December 31,
		2007			2008			2009
General and administrative		$	40		$	4,445		$	—
Total other operating expenses			40			4,445			—
Risk management activities related to non-operating projects			—			685			—
Interest expense (income)			163			2,483			(45	)
Other income			(158	)		(345	)		—
	Income (loss) before equity in undistributed losses of subsidiaries		(45	)		(7,269	)		45
Equity in undistributed losses of subsidiaries			(68,026	)		(7,789	)		(59,664	)
Net loss		$	(68,071	)	$	(15,058	)	$	(59,619	)

II-10

SCHEDULE I

First Wind Holdings, LLC

Condensed Parent Company Statements of Cash Flows

(in thousands)

		Years Ended December 31,
		2007			2008			2009
Cash flows from operating activities:
Net Loss		$	(68,071	)	$	(15,058	)	$	(59,619	)
Adjustments to reconcile net loss to net cash used by operating activities:
	Unrealized loss on derivative		194			(194	)		—
	Equity in undistributed losses of subsidiaries		68,026			6,589			59,664
	Amortization and write-offs of deferred financing costs		—			2,347			—
Changes in operating assets and liabilities:
	Accounts payable and accrued expenses		2,010			(1,938	)		(72	)
	Other assets		560			—			—
	Net cash provided by (used) in operating activities		2,719			(8,254	)		(27	)
Cash flows from investing activities:
	Investments in subsidiaries		(207,178	)		(368,601	)		(130,470	)
Cash flows from financing activities:
	Deferred financing costs		(4,189	)		(3,665	)		—
	Proceeds from borrowings		133,577			172,548			—
	Proceeds from loans from related parties		21,722			—			—
	Net proceeds received from subsidiaries		33,455			—			—
	Repayment of borrowings		—			(280,151	)		(25,973	)
	Proceeds from capital contributions		13,349			496,714			164,274
	Distribution to members		—			(8,591	)		(1,000	)
	Net cash provided by financing activities		197,914			376,855			137,301
	Net increase (decrease) in cash and cash equivalents		(6,545	)		—			6,804
Cash and cash equivalents, beginning of year			6,545			—			—
Cash and cash equivalents, end of year		$	—		$	—		$	6,804

Basis of Presentation

        First Wind Holdings, LLC is a holding company that conducts substantially all of its business operations through its subsidiaries. First Wind Holdings, LLC was formed in Delaware on January 2, 2002. Pursuant to tax equity financing transactions entered into by certain subsidiaries of First Wind Holdings, LLC, there are significant restrictions on the transfer of assets from these subsidiaries to First Wind Holdings, LLC. The restricted net assets represented more than 25% of First Wind Holdings, LLC's consolidated net assets as of December 31, 2009. Accordingly, the condensed financial statements of First Wind Holdings, LLC have been presented on an unconsolidated "parent-only" basis.

        Certain note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Because the unconsolidated condensed financial statements do not include all of the notes required by U.S. generally accepted accounting principles, they should be read in conjunction with the consolidated financial statements of First Wind Holdings, LLC included elsewhere in this registration statement on Form S-1.

II-11

Item 17.    Undertakings

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C under the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (4)   For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-12

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 8 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on October 13, 2010.

FIRST WIND HOLDINGS INC.
By:	/s/ PAUL GAYNOR
	Name:	Paul Gaynor
	Title:	Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, the Amendment No. 8 to Registration Statement has been signed by the following persons in the capacities indicated below on October 13, 2010.

Signature	Capacity	Date
/s/ PAUL GAYNOR Paul Gaynor	Director and Chief Executive Officer (Principal Executive Officer)	October 13, 2010
/s/ MICHAEL ALVAREZ Michael Alvarez	President and Chief Financial Officer (Principal Financial Officer)	October 13, 2010
/s/ ANDREW URSITTI Andrew Ursitti	Vice President and Chief Accounting Officer (Principal Accounting Officer)	October 13, 2010
* Richard Aube	Director	October 13, 2010
* Patrick Eilers	Director	October 13, 2010
* Peter Gish	Director	October 13, 2010
* Stephen Key	Director	October 13, 2010

II-14

Signature		Capacity	Date
* Bryan Martin		Director	October 13, 2010
* Jim Mogg		Director and Chairman of the Board	October 13, 2010
* Matthew Raino		Director	October 13, 2010
* Pat Wood, III		Director	October 13, 2010
*	/s/ PAUL GAYNOR Paul Gaynor (Attorney-in-Fact)

II-15

INDEX TO EXHIBITS

Exhibit Number			Description
	1.1		Form of Underwriting Agreement.
	2.1		Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and First Wind Merger, LLC.
	2.2		Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and certain D. E. Shaw entities.
	3.1		Form of Amended & Restated Certificate of Incorporation of First Wind Holdings Inc.
	3.2		Form of Amended & Restated Bylaws of First Wind Holdings Inc.
	5.1		Opinion of Davis Polk & Wardwell LLP.
	10.1	†	2009 Omnibus Agreement, dated November 25, 2009, among First Wind Energy, LLC, New York Wind, LLC, UPC Wind Acquisition IV, LLC, Niagara Wind Power, LLC, UPC Wind Acquisition V, LLC, Clipper Windpower, Inc., Clipper and Clipper Fleet Services, Inc.
	10.2	**†	Amended and Restated Turbine Supply Agreement, dated December 31, 2007, between First Wind Acquisition IV, LLC (f/k/a UPC Wind Acquisition IV, LLC), as Purchaser, and Clipper Turbine Works, Inc., as Supplier.
	10.3	**†	Amendment No. 1 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated December 30, 2008, between Clipper and UPC Wind Acquisition IV, LLC.
	10.4	**†	Amendment No. 2 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated April 22, 3009, between Clipper and UPC Wind Acquisition IV, LLC.
	10.5	**	Assignment and Assumption Agreement, dated April 22, 2009, between First Wind Acquisition IV, LLC and Milford Wind Corridor Phase I, LLC.
	10.6	**	Power Purchase Contract for as Available Energy, dated December 3, 2004, between Maui Electric Company, Limited, as Buyer, and Kaheawa Wind Power LLC, as Seller.
	10.7	†	Energy Management Services Agreement, dated July 31, 2006, between Evergreen Wind Power, LLC, as Seller, and New Brunswick Power Generation Corporation, as Buyer.
	10.8	**	Purchase Power Agreement, dated March 16, 2007, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
	10.9	**	First Amendment to Power Purchase Agreement, dated January 16, 2009, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
	10.10	†	Fourth Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.11	**†	Amendment No. 1 to Fourth Amended and Restated Secured Promissory Note, dated November 30, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.12	**†	Amendment No. 2 to Fourth Amended and Restated Secured Promissory Note, dated December 22, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

II-16

Exhibit Number			Description
	10.13	†	Second Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.14	†	Second Amended and Restated Guaranty, dated July 17, 2009, by First Wind Holdings, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.15	**	Amendment No. 1 to Second Amended and Restated Guaranty, dated November 30, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.16	**	Amendment No. 2 to Second Amended and Restated Guaranty, dated December 22, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.17	†	Amended and Restated Credit Agreement, dated December 22, 2009, among CSSW, LLC, CSSW Holdings, LLC, the Lenders party thereto, and Wells Fargo Bank, National Association.
	10.18	**	Intercreditor Agreement, dated July 17, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
	10.19	**	Amendment No. 1 to Intercreditor Agreement, dated December 22, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
	10.20	**	First Lien Guarantee and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association.
	10.21	**	Amendment No. 1 to First Lien Guarantee and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
	10.22	**	Amendment No. 2 to First Lien Guarantee and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
	10.23	**	Second Lien Guaranty and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC, certain of its Subsidiaries, and HSH Nordbank AG, New York Branch.
	10.24	**	Amendment No. 1 to Second Lien Guaranty and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
	10.25	**	Amendment No. 2 to Second Lien Guaranty and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
	10.26	†	Financing Agreement, dated December 22, 2009, among Stetson Holdings, LLC, BNP Paribas, HSH Nordbank AG, New York Branch, and the Lender parties thereto.
	10.27	**	Amendment No. 1 to Financing Agreement, dated December 29, 2009, between Stetson Holdings, LLC and BNP Paribas.
	10.28	†	Amended and Restated Limited Liability Company Agreement of UPC Hawaii Wind Partners II, LLC, dated August 16, 2007.
	10.29	†	Equity Contribution and Purchase Agreement, dated September 28, 2009, among Milford NHC, LLC, Milford Wind Holdings, LLC, Milford Wind Partners, LLC, and Stanton Equity Trading Delaware LLC.

II-17

Exhibit Number			Description
	10.30	†	First Amended and Restated Limited Liability Company Agreement of Milford Wind Partners, LLC, dated September 28, 2009, between Milford NHC, LLC and Stanton Equity Trading Delaware LLC.
	10.31		Unit Redemption Agreement, dated April 28, 2006, between UPC Wind Partners II, LLC and UPC Wind Partners, LLC.
	10.32		Amendment Agreement to Unit Redemption Agreement, dated December 12, 2008, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
	10.33		Form of Limited Liability Company Agreement of First Wind Holdings, LLC.
	10.34		Form of Tax Receivable Agreement.
	10.35		Form of Nominating and Voting Agreement.
	10.36		Form of Registration Rights Agreement.
	10.37	**	2009 Employee Bonus Plan.
	10.38		First Wind Holdings Inc. 2010 Long Term Incentive Plan.
	10.39	**	Form of Non-Competition Agreement.
	10.40	**	Form of Non-Solicitation and Non-Disclosure Agreement.
	10.41	**	Form of Noncompetition, Confidentiality and Release Agreement.
	10.42	**	Form of Restricted Unit Agreement.
	10.43	**	Form of Restricted Unit Agreement.
	10.44	**	Severance Pay Plan of First Wind Energy LLC.
	10.45		Form of Indemnification Agreement.
	10.46	**	Amendment Agreement No. 2 to Unit Redemption Agreement, dated March 18, 2010, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
	10.47	**	Form of Exchange Agreement.
	10.48		Amendment No. 1 to Second Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.49		Consent and Amendment No. 3 to Fourth Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.50		Amendment No. 3 to Second Amended and Restated Guaranty, dated March 2, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.51		Amendment No. 4 to Second Amended and Restated Guaranty, dated March 23, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.52		Amendment No. 4 to Fourth Amended and Restated Secured Promissory Note, dated June 30, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.53		Common Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.

II-18

Exhibit Number			Description
	10.54		Equity Funding Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower, Kahuku Holdings, LLC, as Equity Investor, U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.
	10.55		Secretary's Guarantee, dated July 26, 2010, between U.S. Department of Energy and Kahuku Wind Power, LLC.
	10.56		Form of Option Agreement under the First Wind Holdings Inc. 2010 Long Term Incentive Plan.
	16.1	**	Letter of KPMG LLP.
	21.1	*	List of subsidiaries.
	23.1		Report and Consent of Ernst & Young LLP.
	23.2		Report and Consent of KPMG LLP.
	23.3		Consent of Davis Polk & Wardwell LLP (in Exhibit 5.1).
	24.1	**	Power of Attorney.
	24.2	**	Power of Attorney.

*

To be filed by amendment.

**

Previously filed.

†

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

II-19

EX-1.1

Exhibit 1.1

[            ] Shares

FIRST WIND HOLDINGS INC.

Class A Common Stock

UNDERWRITING AGREEMENT

[         ], 2010

CREDIT SUISSE SECURITIES (USA) LLC
MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
DEUTSCHE BANK SECURITIES INC.
  As Representatives of the Several Underwriters,
    c/o Credit Suisse Securities (USA) LLC,
             Eleven Madison Avenue,
                New York, N.Y. 10010-3629

Dear Sirs:

1.             Introductory.  First Wind Holdings Inc., a Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters [          ] shares of its Class A Common Stock, par value $0.001 per share, (“Securities”) (such [          ] shares of Securities being hereinafter referred to as the “Firm Securities”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [          ] additional shares of its Securities (“Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”.

Simultaneously with the consummation of the offering contemplated by this agreement and pursuant to an Agreement and Plan of Merger (“Merger Agreement”) to be dated on or about          , 2010 among First Wind Holdings, LLC, a Delaware limited liability company (“Wind LLC”), the Company and First Wind Merger, LLC, the net proceeds from this offering will be used by the Company to purchase Series A membership interests of Wind LLC.  The Company will be the sole managing member of Wind LLC. Such transactions, as described under “The Reorganization and Our Holding Company Structure” in the General Disclosure Package (as defined below), are referred to herein collectively as the “Reorganization Transactions.”

2.             Representations and Warranties of the Company and Wind LLC.

(a)           Each of the Company and Wind LLC, jointly and severally, represents and warrants to, and agrees with, the several Underwriters that:

(i) Filing and Effectiveness of Registration Statement; Certain Defined Terms.  The Company has filed with the Commission a registration statement on Form S-1 (No. 333-152671) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses.  At any particular time, this initial registration statement, in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded

or modified, shall be referred to as the “Initial Registration Statement”.  The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities.   At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”.

As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended.  The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement.

For purposes of this Agreement:

“430A Information”, with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430A(b).

“430C Information”, with respect to any registration statement, means information included in a prospectus then deemed to be a part of such registration statement pursuant to Rule 430C.

“Act” means the Securities Act of 1933, as amended.

“Applicable Time” means [         :00] [A/P].M. (Eastern time) on the date of this Agreement.

“Closing Date” has the meaning defined in Section 3 hereof.

“Commission” means the United States Securities and Exchange Commission.

“Effective Time” with respect to the Initial Registration Statement or, if filed prior to the execution and delivery of this Agreement, the Additional Registration Statement means the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c). If an Additional Registration Statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, “Effective Time” with respect to such Additional Registration Statement means the date and time as of which such Registration Statement is filed and becomes effective pursuant to Rule 462(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430A Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

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The Initial Registration Statement and the Additional Registration Statement are referred to collectively as the “Registration Statements” and individually as a “Registration Statement”.  A “Registration Statement” with reference to a particular time means the Initial Registration Statement and any Additional Registration Statement as of such time.  A “Registration Statement” without reference to a time means such Registration Statement as of its Effective Time.  For purposes of the foregoing definitions, 430A Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time specified in Rule 430A.

“Rules and Regulations” means the rules and regulations of the Commission.

“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of The NASDAQ Stock Market (“Exchange Rules”).

“Statutory Prospectus” with reference to a particular time means the prospectus included in a Registration Statement immediately prior to that time, including any 430A Information or 430C Information with respect to such Registration Statement.  For purposes of the foregoing definition, 430A Information shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or Rule 462(c) and not retroactively.

“Transaction Documents” means the following agreements to be entered into in connection with the Reorganization Transactions: (i) the Limited Liability Company Agreement of Wind LLC, (ii) the Merger Agreement, (iii) the Tax Receivable Agreement to be entered into between the Company, Wind LLC and holders of Series B Membership Interests of Wind LLC (after giving effect to the Reorganization Transactions), (iv) the Nominating Agreement to be entered into by such Series A Unit holders and the Company, (v) the Registration Rights Agreement to be entered into between the Company and certain stockholders of the Company and (vi) the Exchange Agreement among the Company, Wind LLC and holders of Series B Membership Interests of Wind LLC (after giving effect to the Reorganization Transactions).

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

(ii) Compliance with Securities Act Requirements.  (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Act and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(iii) Ineligible Issuer Status.  (i) At the time of the initial filing of the Initial Registration Statement and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor described in

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paragraphs (i) through (iv) of section 15(b)(4)(B) of the Exchange Act or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Offered Securities, all as described in Rule 405.

(iv) General Disclosure Package.  As of the Applicable Time, neither (i) any General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus, dated [date of last preliminary prospectus], 2010 (which is the most recent Statutory Prospectus distributed to investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(v) Issuer Free Writing Prospectuses.  Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement.  If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.  [The preceding two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.]

(vi) Good Standing of the Company and Wind LLC.  Each of the Company and Wind LLC has been duly incorporated or formed, as the case may be, and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate or limited liability company power, as the case may be, and other) to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and each of the Company and Wind LLC is duly qualified to do business as a foreign corporation or limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where such failure to be so qualified and in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or other), results of operations, business, properties or prospects of the

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Company, Wind LLC and their subsidiaries taken as a whole (“Material Adverse Effect”).  The Company does not own or lease any properties, other than the Series A membership interests of Wind LLC.

(vii) Subsidiaries.  Each subsidiary of the Company or Wind LLC that is a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company or Wind LLC, each of which is listed on Schedule C hereto, and each other subsidiary of the Company or Wind LLC listed on Schedule C (collectively, the “Significant Subsidiaries”) has been duly incorporated or formed and is existing and in good standing under the laws of the jurisdiction of its incorporation or formation, with power and authority (corporate or limited liability company power, as the case may be, and other) to own its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus; and each Significant Subsidiary is duly qualified to do business as a foreign corporation or limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, in each case except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary that is a corporation has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or limited liability company interests of each Significant Subsidiary owned by the Company or Wind LLC, directly or through subsidiaries, is owned free from liens, encumbrances and defects, except as disclosed in the General Disclosure Package and the Final Prospectus.

(viii) Offered Securities.  The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized and outstanding equity capitalization of the Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.  All of the membership interests of Wind LLC outstanding upon consummation of this offering will have been duly authorized and, after giving effect to the Reorganization Transactions, fully paid, validly issued, and to the extent owned by the Company, will be owned free and clear of any liens, encumbrances or claims.

(ix) No Finder’s Fee.  Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no contracts, agreements or understandings between the Company or Wind LLC and any person that would give rise to a valid claim against the Company, Wind LLC or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

(x) Registration Rights.  Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no contracts, agreements or understandings between the Company or Wind LLC and any person granting such person the right to require the Company or Wind LLC to file a registration statement under the Act with respect to any securities of the Company or Wind LLC owned or to be owned by such person or to require the Company or Wind LLC to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company or Wind LLC under the Act (collectively, “registration rights”), and any person to whom the Company or Wind LLC has granted registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5(k) hereof.

(xi) Listing.  The Offered Securities have been approved for listing on The NASDAQ Stock Market, subject to notice of issuance.

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(xii) Absence of Further Requirements.  No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required to be obtained or made by the Company or Wind LLC for the consummation of the transactions contemplated by this Agreement and the Reorganization Transactions in connection with the sale of the Offered Securities, except (x) such as have been obtained or made or that will have been obtained or made prior to the Closing Date and (y) such as may be required under state securities laws.

(xiii) Title to Property.  Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company, Wind LLC and their subsidiaries have good and marketable title to all real properties and valid title to all other properties and assets owned by them, in each case free from liens, charges, encumbrances and defects that would affect the value thereof or interfere with the use made or to be made thereof by them, except where the existence of any lien, charge, defect or encumbrance would not, individually or in the aggregate, result in a Materials Adverse Effect, and except as disclosed in the General Disclosure Package and the Final Prospectus, the Company, Wind LLC and their subsidiaries hold all leased real and personal property under valid and enforceable leases or easement agreements, except where the failure to have such valid and enforceable leases or easement agreements would not, individually or in the aggregate, have a Material Adverse Effect.

(xiv) Absence of Defaults and Conflicts Resulting from Transaction.  The execution, delivery and performance of this Agreement and the Transaction Documents, the issuance and sale of the Offered Securities, the consummation of the transactions herein contemplated and the Reorganization Transactions will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Wind LLC or any of their subsidiaries pursuant to, (i) the charter, certificate of formation, by-laws or operating agreement of the Company, Wind LLC or any Significant Subsidiary, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Wind LLC or any of their subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, Wind LLC or any of their subsidiaries is a party or by which the Company, Wind LLC or any of their subsidiaries is bound or to which any of the properties of the Company, Wind LLC or any of their subsidiaries is subject, except with respect to (ii) and (iii) above for such breaches, violations, defaults or Debt Repayment Triggering Events or such liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Wind LLC or any of their subsidiaries.

(xv) Absence of Existing Defaults and Conflicts.  (i) Neither the Company nor Wind LLC is in violation of its respective charter, certificate of formation, operating agreement or by-laws or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except for any such defaults described in clause (ii) that would not, individually or in the aggregate, result in a Material Adverse Effect; and (iii) no Significant Subsidiary is in violation of its respective charter, certificate of formation, operating agreement or by-laws or (iv) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except for any such defaults described in clause (iv) that would not, individually or in the aggregate, result in a Material Adverse Effect.

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(xvi) Authorization of Agreement.  This Agreement has been duly authorized, executed and delivered by the Company and Wind LLC.

(xvii) Possession of Licenses and Permits.  Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company, Wind LLC and their subsidiaries possess, and are in compliance in all material respects with the terms of, all certificates, authorizations, franchises, licenses and permits (“Licenses”) necessary and material to the conduct of the business now conducted or proposed, as described in the General Disclosure Package and the Final Prospectus, to be conducted by them and have not received any notice of proceedings relating to the revocation or modification of any Licenses that would individually or in the aggregate have a Material Adverse Effect.

(xviii) Absence of Labor Dispute.  No labor dispute with the employees of the Company, Wind LLC or any of their subsidiaries exists, or to the knowledge of the Company or Wind LLC, is imminent, that would have a Material Adverse Effect.

(xix) Possession of Intellectual Property.  The Company, Wind LLC and their subsidiaries own, possess or can acquire on reasonable terms, any trademarks, trade names and other rights to inventions, know-how, patents, copyrights, licenses, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them and have not received any written notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights, that would individually or in the aggregate have a Material Adverse Effect.

(xx) Environmental Laws.  Except as disclosed in the General Disclosure Package and the Final Prospectus, (a)(i) neither the Company, Wind LLC nor any of their subsidiaries is in violation of, or has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental agency, governmental body or court, relating to pollution, the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, the protection or restoration of the environment or natural resources (including biota), the protection of health and safety to the extent it relates to handling or management of or exposure to Hazardous Substances, or natural resource damages, but excluding any of the foregoing to the extent relating to renewable energy or energy efficiency requirements or taxes (collectively, “Environmental Laws”), (ii) neither the Company, Wind LLC nor any of their subsidiaries owns, occupies, operates or leases any real property contaminated with Hazardous Substances, (iii) neither the Company, Wind LLC nor any of their subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company, Wind LLC nor any of their subsidiaries is liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company, Wind LLC nor any of their subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (vi) the Company, Wind LLC and their subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers and other approvals required under applicable Environmental Laws to conduct their respective businesses; except in each case covered by clauses (i) — (vi) as would not individually or in the aggregate have a Material Adverse Effect; (b) to the knowledge of the Company and Wind LLC there are no facts or circumstances that have resulted in or would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law in each case that would reasonably be expected to have a Material Adverse Effect; and (c) in the ordinary course of its business, the Company and Wind LLC periodically evaluate the effect, including associated costs and liabilities, of Environmental Laws on their business, properties, results of operations and financial condition and, on the basis of such evaluation, the Company and Wind have concluded, in their reasonable belief, that such Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect.  For purposes of this subsection “Hazardous Substances” means (A) petroleum and

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petroleum products, by-products or petroleum derivatives, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and toxic mold, and (B) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under Environmental Laws, or any substance with respect to which liability or standards of conduct may be imposed pursuant to Environmental Laws.

(xxi) Fair Disclosure.  The statements in the General Disclosure Package and the Final Prospectus under the headings “Material U.S. Federal Tax Considerations for Non-U.S. Holders of Class A Common Stock,” “Description of Capital Stock,” “Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives,” “Industry—Drivers of U.S. Wind Energy Growth—Federal Tax Incentives,” “Business—Regulatory Matters,” “The Reorganization and Our Holding Company Structure,” “Shares Eligible for Future Sale,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Tax Equity Financing,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting Our Results of Operations, Financial Condition and Cash Flows — Federal Programs,” “Risk Factors   Risks Related to our Business and the Wind Energy Industry — Many of our operating projects are, and other future projects may be, subject to regulation by the Federal Energy Regulatory Commission under the Federal Power Act or other regulations that regulate the sale of electricity, which may adversely affect our business” and “Risk Factors — Risks Related to Our Business and the Wind Energy Industry — We depend heavily on federal, state and local government support for renewable energy, especially wind projects,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are in all material respects accurate and fair summaries of such legal matters, agreements, documents or proceedings and present the information required to be shown.

(xxii) Absence of Manipulation.  Neither the Company nor Wind LLC has taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.

(xxiii) Statistical and Market-Related Data.  Any third-party statistical and market-related data included in a Registration Statement, a Statutory Prospectus or the General Disclosure Package are based on or derived from sources that the Company and Wind LLC reasonably believe to be reliable and accurate.

(xxiv) Internal Controls and Compliance with the Sarbanes-Oxley Act.  Except as set forth in the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) are in compliance with all applicable provisions of Sarbanes-Oxley and all applicable Exchange Rules.  The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that are designed to comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules.  Except as disclosed in the General Disclosure Package and the Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board, and the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board within the next 135 days, a significant deficiency, material weakness, change in Internal

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Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which (if determined adversely) would have a Material Adverse Effect.

(xxv) Absence of Accounting Issues.  Except as set forth in the General Disclosure Package and the Final Prospectus, the Audit Committee is not reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the Audit Committee review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies, (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior three fiscal years or (iii) any Internal Control Event.

(xxvi) Litigation.  Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company, Wind LLC, any of their subsidiaries or any of their respective properties that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, or would materially and adversely affect the ability of the Company or Wind LLC to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign), to the Company’s or Wind LLC’s knowledge, are threatened.

(xxvii) Financial Statements.  The financial statements, together with the related notes, included in each Registration Statement and the General Disclosure Package present fairly in all material respects the financial position of Wind LLC and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements and notes have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; and the schedules included in each Registration Statement present fairly in all material respects the information required to be stated therein; and the assumptions used in preparing the pro forma financial statements included in each Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

(xxviii) No Material Adverse Change in Business.  Except as disclosed in the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package, (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or other), results of operations, business, properties or prospects of the Company, Wind LLC and their subsidiaries, taken as a whole, that is material and adverse, (ii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the membership interests, short-term indebtedness, long-term indebtedness, net current assets or net assets of Wind LLC and its subsidiaries, taken as a whole.

(xxix) Investment Company Act.  Neither the Company nor Wind LLC, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package and the Final Prospectus, will be an “investment company” as defined in the Investment Company Act of 1940 (the “Investment Company Act”).

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(xxx) Ratings.  No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) (i) has imposed (or has informed the Company or Wind LLC that it is considering imposing) any condition (financial or otherwise) on the Company or Wind LLC’s retaining any rating assigned to the Company or Wind LLC or any securities of the Company or Wind LLC or (ii) has indicated to the Company or Wind LLC that it is considering any of the actions described in Section 7(c)(ii) hereof.

(xxxi) Foreign Corrupt Practices Act.  Each of the Company and Wind LLC represents that it and its subsidiaries and affiliates under its control, and to the Company’s and Wind LLC’s knowledge, any of their respective officers, directors, supervisors (if any), managers, agents, or employees, has not violated, its participation in the offering will not violate, and it has instituted and maintains policies and procedures designed to ensure continued compliance with, each of the following laws: (a) anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977 or any other law, rule or regulation of similar purpose and scope, (b) anti-money laundering laws, including but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 U.S. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principals or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder or (c) laws and regulations imposing U.S. economic sanctions measures, including, but not limited to, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the United Nations Participation Act, and the Syria Accountability and Lebanese Sovereignty Act, all as amended, and any Executive Order, directive, or regulation pursuant to the authority of any of the foregoing, including the regulations of the United States Treasury Department set forth under 31 CFR, Subtitle B, Chapter V, as amended, or any orders or licenses issued thereunder.

(xxxii) Office of Foreign Assets Control.  None of the Company, Wind LLC any of their subsidiaries or, to the knowledge of the Company or Wind LLC, any director, officer, agent, affiliate or employee of the Company, Wind LLC or any of their subsidiaries is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company and Wind LLC will not directly or indirectly use the proceeds from the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any sanctions administered by OFAC.

(xxxiii) Taxes.  The Company, Wind LLC and their subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect); and, except as set forth in the General Disclosure Package and the Final Prospectus, the Company, Wind LLC and their subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, to have a Material Adverse Effect.

(xxxiv) Insurance.  The Company, Wind LLC and their subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company, Wind LLC or any of their subsidiaries or their respective businesses, assets, employees, officers and directors are in full

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force and effect, except as would not, individually or in the aggregate, have a Material Adverse Effect; the Company, Wind LLC and their subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company, Wind LLC or any of their subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause except for any such reservation of rights as would not reasonably be expected to have a Material Adverse Effect; within the last three fiscal years, neither the Company, Wind LLC nor any such subsidiary has been refused any insurance coverage sought or applied for; and neither the Company, Wind LLC nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Final Prospectus; and the Company will obtain directors’ and officers’ insurance in such amounts as the Company reasonably considers prudent and customary for an initial public offering.

(xxxv) Transaction Documents.  Each of the Transaction Documents to be entered into by the Company and Wind LLC, as applicable, in connection with the Reorganization Transactions has been duly authorized and, when duly executed and delivered, will constitute the valid and legally binding obligation of Company and Wind LLC, as applicable, enforceable in accordance with its terms, (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (ii) with respect to provisions regarding indemnity, contribution and exculpation, except to the extent such provisions may not be enforceable due to applicable law or principles of public policy.

(xxxvi) Regulatory Status.  Each of the Company and Wind LLC’s subsidiaries that owns operating facilities meets the requirements for, and has made the necessary filings with, or has been determined by, the Federal Energy Regulatory Commission (“FERC”) to be either (a) an exempt wholesale generator (“EWG”) within the meaning of Section 1262(6) of Public Utility Holding Company Act of 2005 (“PUHCA”) and/or (b) a qualifying facility (“QF”) subject to the exemption set forth in 18 C.F.R. Section 292.601(c).  Each of the Company and Wind LLC’s subsidiaries that is an EWG or that is a QF making wholesale sales not exempt from Section 205 of the Federal Power Act (“FPA”) is authorized by or has applied for authorization from FERC pursuant to Section 205 of the FPA to sell electric power, including energy and capacity and certain ancillary services, at market-based rates and has received or applied for such waivers and blanket authorizations as are customarily granted by FERC to entities authorized to sell electric power at market-based rates, including, but not limited to, authorization to issue securities and assume obligations or liabilities pursuant to Section 204 of the FPA.

(xxxvii) FERC Proceedings.  There are no pending FERC proceedings in which the EWG or QF status (as applicable), market-based rate authority or the FPA Section 204 authority of the Company, Wind LLC or any of their subsidiaries is subject to withdrawal, revocation or material modification other than FERC rulemakings of general applicability.

(xxxviii) FERC Orders.  The Company, Wind LLC and each subsidiary is in compliance in all material respects with the terms and conditions of all orders issued by FERC under Sections 203, 204 and 205 of the FPA with respect to the Company, Wind LLC and each subsidiary.

(xxxix) “Holding Company” Status.  The Company is a “holding company” within the meaning of Section 1262(8) of PUHCA solely with respect to its ownership of one or more EWGs and QFs and as such is exempt from Section 1265 of PUHCA pursuant to Section 1266 of PUHCA and 18 C.F.R. § 366.3.

(xl) Regulatory Filings.  The Company, Wind LLC and each of their subsidiaries have filed or caused to be filed with the applicable state or local regulatory commissions or similar bodies and the FERC, all material forms, statements, reports and documents (including all exhibits,

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amendments and supplements thereto) required to be filed by it with respect to the Company, Wind LLC and each of their subsidiaries’ businesses and each of their facilities under all applicable laws and PUHCA and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder in effect on the date each such report was filed.  The Company, Wind LLC and each of their subsidiaries have received from the applicable state or local regulatory commissions or similar bodies and the FERC all material licenses, authorizations, permits and other approvals to operate their businesses as currently operated.

(xli) Regulation under PUHCA.  No order, judgment or decree has been issued or, to the Company’s and Wind LLC’s knowledge, proposed to be issued by any governmental entity that, as a result of the construction, ownership, leasing or operation of any facility by the Company, Wind LLC or any of their subsidiaries, the sale of electricity therefrom by the Company, Wind LLC or any of their subsidiaries, or any transaction contemplated hereby, could reasonably be expected to cause or deem the Company, Wind LLC or any of their subsidiaries not to be subject to exemption under Section 1266 of PUHCA.

(xlii) Independent Accountants. Ernst & Young LLP, who has certified certain financial statements of Wind LLC and its subsidiaries and the financial statements of the Company, and KPMG LLP, who has certified certain financial statements of Wind LLC and its subsidiaries, are each an independent registered public accounting firm as required by the Act and the Rules and Regulations thereunder.

3.             Purchase, Sale and Delivery of Offered Securities.  On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[           ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [         ] Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities.

The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the office of Davis Polk & Wardwell LLP, New York, New York, at [           ] A.M., New York time, on [                      ], 2010 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the First Closing Date.

In addition, upon written notice from Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse and Morgan Stanley to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments, if any, made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time, but not more than four times and to the

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extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse and Morgan Stanley to the Company.

Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse and Morgan Stanley but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse and Morgan Stanley for the accounts of the several Underwriters in a form reasonably acceptable to Credit Suisse and Morgan Stanley, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse and Morgan Stanley drawn to the order of the Company, at the above office of Davis Polk & Wardwell LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Davis Polk & Wardwell LLP at a reasonable time in advance of such Optional Closing Date.

4.             Offering by Underwriters.  It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Final Prospectus.

5.             Certain Agreements of the Company and Wind LLC.  The Company and Wind LLC agree with the several Underwriters that:

(a)           Additional Filings.  Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentence, the Company will file the Final Prospectus, in a form approved by the Representatives, with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by  the Representatives, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Time of the Initial Registration Statement.  The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Representatives of such timely filing.  If an Additional Registration Statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representatives.

(b)           Filing of Amendments; Response to Commission Requests.  The Company will promptly advise the Representatives of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus and will not effect such amendment or supplementation without the Representatives’ consent, which consent shall not be unreasonably withheld or delayed; and the Company will also advise the Representatives promptly of (i) the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose.  The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

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(c)           Continued Compliance with Securities Laws.  If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representatives, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.  Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

(d)           Rule 158.  As soon as practical, but not later than the Availability Date (as defined below), the Company will make generally available to its security holders an earnings statement covering a period of at least 12 months beginning after the Effective Time of the Initial Registration Statement (or, if later, the Effective Time of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time on which the Company is required to file its Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the day after the end of such fourth fiscal quarter on which the Company is required to file its Form 10-K.

(e)           Furnishing of Prospectuses.  The Company will furnish to the Representatives copies of each Registration Statement (one of which will be a photocopy of such signed Registration Statement), each related Statutory Prospectus, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Final Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Representatives reasonably request. The Company will use its best efforts to cause the Final Prospectus to be so furnished on or prior to 5:00 P.M., New York time, on the business day following the execution and delivery of this Agreement.  All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.

(f)            Blue Sky Qualifications.  The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities by the Underwriters as contemplated hereby; provided, however, that the Company shall not be obligated to file any general consent or service or process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(g)           Reporting Requirements.  During the period of three years hereafter, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives upon request (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as the Representatives may reasonably request.  However, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its

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Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), it is not required to furnish such reports or statements to the Underwriters.

(h)           Payment of Expenses.  The Company and Wind LLC jointly and severally agree with the several Underwriters that the Company and Wind LLC will pay all expenses incident to the performance of the obligations of the Company and Wind LLC under this Agreement, including but not limited to any filing fees and other expenses (including fees and disbursements, if any, of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, costs and expenses related to the review by the Financial Industry Regulatory Authority of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review in an amount not to exceed $100,000), costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company (including one-half of the expenses of the chartering of airplanes), any fees and expenses incident to listing the Offered Securities on The NASDAQ Stock Market, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 5(h).  It is understood, however, that, except as provided in this paragraph, and Sections 8 and 10, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and one-half of the expenses of the chartering of airplanes relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities.

(i)            Use of Proceeds.  The Company will use the net proceeds received by it in connection with this offering in the manner described in the “Use of Proceeds” section of the General Disclosure Package and the Final Prospectus and, except as disclosed in the General Disclosure Package and the Final Prospectus, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter.

(j)            Absence of Manipulation.  The Company and Wind LLC will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.

(k)           Restriction on Sale of Securities by Company.  For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any Securities or any securities convertible into or exchangeable or exercisable for any Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, Morgan Stanley and Goldman, Sachs & Co. (“Goldman”).  The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse, Morgan Stanley and Goldman consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or

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material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse, Morgan Stanley and Goldman waive, in writing, such extension.  The Company will provide Credit Suisse, Morgan Stanley and Goldman with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.  The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

(l)           IPO Option Awards. The Company will not, directly or indirectly, take any action to accelerate the vesting period to less than 180 days for any options granted under the Company’s long-term incentive plan for 180 days after the date hereof.

6.             Free Writing Prospectuses.  The Company represents and agrees that, unless it obtains the prior consent of Credit Suisse and Morgan Stanley, and each Underwriter represents and agrees that unless it obtains the prior consent of the Company, Credit Suisse and Morgan Stanley, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.  Any such free writing prospectus consented to by the Company, Credit Suisse and Morgan Stanley is hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.  The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

7.             Conditions of the Obligations of the Underwriters.  The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company and Wind LLC herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and Wind LLC of their obligations hereunder and to the following additional conditions precedent:

(a)           Accountants’ Comfort Letter.  The Representatives shall have received letters, dated, respectively, the date hereof and each Closing Date, of Ernst & Young LLP and KPMG LLP

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confirming that they are an independent registered public accounting firm within the meaning of the Securities Laws and in form and substance satisfactory to the Representatives containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the General Disclosure Package; provided that each such letter shall use a “cut-off date” not earlier than three business days prior to the date of such letter.

(b)           Filing of Final Prospectus.  If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Final Prospectus is finalized and distributed to any Underwriter, or shall have occurred at such later time as shall have been consented to by the Representatives.  The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, Wind LLC or the Representatives, shall be contemplated by the Commission.

(c)           No Material Adverse Change.  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, Wind LLC and their subsidiaries taken as a whole which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions the effect of which is such as to make it, in the judgment of the Representatives, impractical or inadvisable to market or to enforce contracts for the sale of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on The Nasdaq Stock Market, or any setting of minimum or maximum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by any U.S. federal or New York authorities; (vii) any major disruption of settlements of securities, payment or clearance services in the United States or any other country where such securities are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities.

(d)           Opinion of Counsel for the Company.  The Representatives shall have received an opinion and negative assurance letter, dated such Closing Date, of Davis Polk & Wardwell LLP, special counsel for the Company, in the form previously agreed among the parties hereto.

(e)           Opinion of General Counsel of the Company.  The Representatives shall have received an opinion, dated such Closing Date, of Paul H. Wilson, Jr., General Counsel of the Company, in the form previously agreed among the parties hereto.

(f)            Opinion of Regulatory Counsel for the Company.  The Representatives shall have received an opinion, dated such Closing Date, of Morgan, Lewis & Bockius LLP, the regulatory counsel for the Company, in the form previously agreed among the parties hereto.

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(g)           Opinion of Counsel for Underwriters.  The Representatives shall have received from Kirkland & Ellis LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h)           Officers’ Certificate.  The Representatives shall have received a certificate, dated such Closing Date, of an executive officer of the Company and Wind LLC and a principal financial or accounting officer of the Company and Wind LLC in which such officers shall state, in their capacity as officers of the Company and Wind LLC, respectively, that: the representations and warranties of the Company and Wind LLC in this Agreement are true and correct; the Company and Wind LLC have complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; to the knowledge of such officer, after due inquiry, no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purposes have been instituted or, to their knowledge are threatened by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the Commission; and, subsequent to the dates of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, Wind LLC and their subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate.

(i)            Lock-Up Agreements.  On or prior to the date hereof, the Representatives shall have received lockup letters in the form attached as Exhibit 1 to Schedule D hereto from each of D. E. Shaw MWP Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., (ii) lockup letters in the form attached as Exhibit 2 to Schedule D hereto from each of the executive officers and directors of the Company and from each of the other persons listed on Schedule D hereto (which includes all post-Reorganization Transaction stockholders of the Company) and (iii) a lockup letters in the form attached as Exhibit 3 to Schedule D hereto from UPC Wind Partners II, LLC.

(j)            Reorganization Transactions.  As of the First Closing Date, the Reorganization Transactions shall have been completed as described in the General Disclosure Package and the Final Prospectus.

(k)           Chief Financial Officer’s Certificate.  The Representatives shall have received certificates, dated, respectively, the date hereof and each Closing Date, signed by the chief financial officer of the Company and Wind LLC, to the effect that (i) such officer is familiar with the accounting and records systems of the Company, Wind LLC and their subsidiaries and (ii) such officer has supervised the compilation of and reviewed certain information contained in the Registration Statement, the General Disclosure Package and the Prospectus and that such information has been derived from the accounting records of the Company and Wind LLC and, to the best of such officer’s knowledge, is accurate in all material respects.

The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request.  Credit Suisse may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.

8.             Indemnification and Contribution

(a)           Indemnification of Underwriters by Company and Wind LLC.  The Company and Wind LLC, jointly and severally, will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls

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such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company and Wind LLC will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

(b)           Indemnification of Company.  Each Underwriter will severally and not jointly indemnify and hold harmless the Company and Wind LLC, each of their respective directors and each of their respective officers who signs a Registration Statement and each person, if any, who controls the Company or Wind LLC within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or Wind LLC by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the concession figure appearing in the first sentence of the [fourth] paragraph under the caption “Underwriting” and the information contained in the [eighth] paragraph (related to sales to discretionary accounts), [fourteenth and fifteenth] paragraphs (related to stabilization), [seventeenth] paragraph (related to electronic prospectus distribution) and [eighteenth and nineteenth] paragraphs (related to the activities of the underwriters) under the caption “Underwriting”.

(c)           Actions against Parties; Notification.  Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under subsection (a) or (b) above , notify the indemnifying party of the commencement thereof; but the failure to notify the

19

indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d)           Contribution.  If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Wind LLC on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and Wind LLC on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and Wind LLC on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and Wind LLC bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, Wind LLC or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.  The Company, Wind LLC and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(e).

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9.             Default of Underwriters.  If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to Credit Suisse, the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company, except as provided in Section 10 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

10.           Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of the Company or Wind LLC or their officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than because of the termination of this Agreement pursuant to Section 7(c)(iii), (iv), (vi), (vii) or (viii) or Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect.  In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

11.           Notices.  All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198, Attention: Registration Department, Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, Attention: ECM Syndicate Desk and Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Equity Capital Markets Syndicate, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 179 Lincoln Street, Suite 500, Boston, Massachusetts 02111, Attention: General Counsel; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

12.           Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective personal representatives and successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder.

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13.           Representation.  The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly or by Credit Suisse will be binding upon all the Underwriters.

14.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

15.           Absence of Fiduciary Relationship.  The Company and Wind LLC acknowledge and agree that:

(a)           No Other Relationship.  The Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or Wind LLC, on the one hand, and the Representatives, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representatives have advised or are advising the Company or Wind LLC on other matters;

(b)           Arms’ Length Negotiations.  The price of the Offered Securities set forth in this Agreement was established by Company and Wind LLC following discussions and arms-length negotiations with the Representatives and the Company and Wind LLC are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement;

(c)           Absence of Obligation to Disclose.  The Company and Wind LLC have been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Wind LLC and that the Representatives have no obligation to disclose such interests and transactions to the Company or Wind LLC by virtue of any fiduciary, advisory or agency relationship; and

(d)           Waiver.  The Company and Wind LLC waive, to the fullest extent permitted by law, any claims they may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Representatives shall have no liability (whether direct or indirect) to the Company or Wind LLC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

16.           Applicable Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company and Wind LLC hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  The Company and Wind LLC irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

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If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, Wind LLC and the several Underwriters in accordance with its terms.

Very truly yours,

FIRST WIND HOLDINGS INC.

By:

FIRST WIND HOLDINGS, LLC

By:

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
CREDIT SUISSE SECURITIES (USA) LLC
By:
	Name:
	Title:
MORGAN STANLEY & CO. INCORPORATED
By:
	Name:
	Title:
GOLDMAN, SACHS & CO.
By:
	Goldman, Sachs & Co.
DEUTSCHE BANK SECURITIES INC.
By:
	Name:
	Title:
By:
	Name:
	Title:
Acting on behalf of themselves and as the Representatives of the several Underwriters.

SCHEDULE A

Underwriter	Number of Firm Securities to be Purchased
Credit Suisse Securities (USA) LLC
Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
RBS Securities Inc.
Citigroup Global Markets Inc.
Macquarie Capital (USA) Inc.
Piper Jaffray & Co.
KeyBanc Capital Markets Inc
SG Americas Securities, LLC
Total

SCHEDULE B

1.General Use Free Writing Prospectuses (included in the General Disclosure Package)

“General Use Issuer Free Writing Prospectus” includes each of the following documents:

2.Other Information Included in the General Disclosure Package

The following information is also included in the General Disclosure Package:

1.The initial price to the public of the Offered Securities.

2.The aggregate number of shares offered.

SCHEDULE C

Significant Subsidiaries

First Wind Holdings Inc.

First Wind Holdings, LLC

Baseline Wind, LLC

Blue Sky East, LLC

Blue Sky West, LLC

Buckhorn Wind, LLC

Canandaigua Power Partners II, LLC

Canandaigua Power Partners, LLC

Cedar Hills Wind, LLC

Champlain Wind, LLC

CSSW Cohocton Holdings, LLC

CSSW Holdings, LLC

CSSW Stetson Holdings, LLC

CSSW, LLC

Erie Wind, LLC

Evergreen Gen Lead, LLC

Evergreen Wind Power II, LLC

Evergreen Wind Power III, LLC

Evergreen Wind Power V, LLC

Evergreen Wind Power, LLC

First Wind Acquisition IV, LLC

First Wind Acquisition V, LLC

First Wind Acquisition, LLC

First Wind Construction LLC

First Wind Energy, LLC

First Wind Energy Marketing LLC

First Wind Kahuku Holdings, LLC

First Wind Maine Holdings, LLC

First Wind Mass Holdings, LLC

First Wind New Mexico Holdings, LLC

First Wind New York Holdings, LLC

First Wind O & M LLC

First Wind O & M Battery Services LLC

First Wind O & M Facilities Management LLC

First Wind Oregon Holdings, LLC

First Wind Utah Holdings, LLC

First Wind Vermont Holdings, LLC

First Wind Washington Holdings, LLC

First Wind Wyoming Holdings, LLC

Gallo Canyon Wind, LLC

GreenMountain Wind, LLC

Hawaii Holdings, LLC

Hawaii Wind Holdings, LLC

Hawaii Wind Partners II, LLC

Hawaii Wind Partners, LLC

Kaheawa Wind Power II, LLC

Kaheawa Wind Power, LLC

Kahuku Holdings, LLC

Kahuku Wind Power, LLC

Kawailoa Wind, LLC

Longfellow Wind, LLC

Maine GenLead, LLC

Maine Wind Holdings, LLC

Maine Wind Partners II, LLC

Maine Wind Partners, LLC

Mars Hill Partners, LLC

Milford Gen Lead, LLC

Milford NHC, LLC

Milford Wind Corridor Phase I, LLC

Milford Wind Corridor Phase II, LLC

Milford Wind Corridor Phase III, LLC

Milford Wind Corridor Phase IV, LLC

Milford Wind Corridor Phase V, LLC

Milford Wind Corridor, LLC

Milford Wind Holdings, LLC

Milford Wind Partners, LLC

MWCI Holdings, LLC

New York Wind II, LLC

New York Wind III, LLC

New York Wind, LLC

Niagara Wind Power, LLC

Palouse Wind, LLC

Pioneer Valley Wind, LLC

Red Canyon Wind, LLC

Sheffield Holdings, LLC

Stetson Holdings, LLC

Stetson Wind II, LLC

Vaughan Wind, LLC

Vermont Red Clover Holdings, LLC

Vermont Wind, LLC

* Denotes a “Significant Subsidiary” as defined in Rule 1-02 of Regulation S-x

SCHEDULE D

EXHIBIT 1 TO SCHEDULE D

Form of Lock-Up Letter

EXHIBIT 2 TO SCHEDULE D

Form of Lock-Up Letter

EXHIBIT 3 TO SCHEDULE D

Form of Lock-Up Letter

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

FIRST WIND MERGER, LLC

Dated as of           , 2010

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINED TERMS
Section 1.01.	Definitions	1
Section 1.02.	Other Definitional and Interpretative Provisions	3
ARTICLE 2
THE MERGER
Section 2.01.	The Merger	4
Section 2.02.	Conversion and Cancellation of Interests	4
Section 2.03.	Issuance of Series A Membership Interests	5
Section 2.04.	Closing Deliverables	5
Section 2.05.	Cancellation of HSHN Warrant	6
ARTICLE 3
THE SURVIVING LIMITED LIABILITY COMPANY
Section 3.01.	Name of Surviving LLC	6
Section 3.02.	LLC Agreement	6
ARTICLE 4
TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES
Section 4.01.	Transfer, Conveyance and Assumption	7
Section 4.02.	Further Assurances	7
ARTICLE 5
CONDITIONS TO THE MERGER
Section 5.01.	Conditions to the Obligations of Each Party	7
ARTICLE 6
TERMINATION
Section 6.01.	Termination	8

i

ARTICLE 7
MISCELLANEOUS
Section 7.01.	Survival of Representations and Warranties	8
Section 7.02.	Amendments; No Waivers	8
Section 7.03.	Integration	8
Section 7.04.	Successors and Assigns	8
Section 7.05.	Governing Law	9
Section 7.06.	Counterparts; Effectiveness	9
Section 7.07.	WAIVER OF JURY TRIAL	9
Exhibit A —	Form of Certificate of Merger
Exhibit B —	Form of Exchange Agreement
Exhibit C —	Form of Registration Rights Agreement
Exhibit D —	Form of Tax Receivable Agreement
Exhibit E —	Form of Blocker Merger Agreement
Exhibit F —	Form of Nominating and Voting Agreement
Exhibit G —	Form of LLC Agreement

ii

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

FIRST WIND MERGER, LLC

AGREEMENT AND PLAN OF MERGER, dated as of           , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”).  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, the Company desires to acquire the properties and other assets, and to assume all of the liabilities and obligations, of Merger LLC, a wholly owned subsidiary of WIND, by means of a merger of Merger LLC with and into the Company;

WHEREAS, Section 18-209 of the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Delaware LLC Act”), authorizes the merger of a Delaware limited liability company with and into another Delaware limited liability company;

WHEREAS, the Company and Merger LLC now desire to merge (the “Merger”), following which the Company shall be the surviving entity;

WHEREAS, members holding the requisite amount of membership interests in the Company have approved this Agreement and the consummation of the Merger;

WHEREAS, the sole member of Merger LLC has approved this Agreement and the consummation of the Merger; and

WHEREAS, the Board of Directors of WIND has determined to issue Class A Shares and Class B Shares pursuant to this Agreement and the Blocker Merger Agreement in consideration of the receipt by WIND of Series A Membership Interests in the Company pursuant to this Agreement and the Blocker Merger Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Agreement” is defined in the preamble.

“Applicable Law” means (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“Blocker Merger Agreement” is defined in Section 2.04(d).

“Certificate of Merger” is defined in Section 2.01(a).

“Class A Shares” means shares of Class A common stock, par value $0.001 per share, of WIND.

“Class B Shares” means shares of Class B common stock, par value $0.001 per share, of WIND.

“Company” is defined in the preamble.

“Delaware LLC Act” is defined in the recitals.

“Effective Date” is defined in Section 2.01(a).

“Effective Time” is defined in Section 2.01(a).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time.

“Exchange Agreement” is defined in Section 2.04(a).

“HSHN” means HSH Nordbank AG, New York Branch.

“HSHN Warrant” means the Warrant for the Purchase of Series A-1 Units, dated as of December 12, 2008, issued by the Company to HSHN.

“LLC Agreement” is defined in Section 3.02.

“Member” means (i) with respect to the Company, “Member” as defined in the Prior LLC Agreement and (ii) with respect to Merger LLC, WIND as the sole limited liability company member of Merger LLC.

“Merger” is defined in the recitals.

“Merger LLC” is defined in the preamble.

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“Nominating and Voting Agreement” is defined in Section 2.04(e).

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Prior LLC Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of First Wind Holdings, LLC, dated as of July 17, 2009.

“Registration Rights Agreement” is defined in Section 2.04(b).

“Restricted Unit Agreement” is defined in the Prior LLC Agreement.

“Series A Membership Interest” is defined in the LLC Agreement.

“Series A Units” is defined in the Prior LLC Agreement.

“Series A-1 Units” is defined in the Prior LLC Agreement.

“Series A-2 Units” is defined in the Prior LLC Agreement.

“Series B Member” means a holder of a Series B Membership Interest.

“Series B Membership Interest” is defined in the LLC Agreement.

“Series B-1 Units” is defined in the Prior LLC Agreement.

“Series B-2 Units” is defined in the Prior LLC Agreement.

“Tax Receivable Agreement” is defined in Section 2.04(c).

“Unvested Series B Unit” is defined in the Prior LLC Agreement.

“WIND” is defined in the preamble.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural,

3

and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

ARTICLE 2

THE MERGER

Section 2.01.  The Merger. (a) After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, as WIND, the Company and Merger LLC shall determine, Merger LLC shall merge with and into the Company, the Company shall file a certificate of merger (the “Certificate of Merger”) in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware and make all other filings or recordings required by the Delaware LLC Act in connection with the Merger.  The Merger shall become effective on such date (the “Effective Date”) and at such time (the “Effective Time”) as is specified in the Certificate of Merger.

(b)   At the Effective Time, Merger LLC shall be merged with and into the Company, whereupon the separate existence of Merger LLC shall cease, and the Company shall be the surviving entity of the Merger (the “Surviving LLC”) in accordance with Section 18-209 of the Delaware LLC Act.

Section 2.02.  Conversion and Cancellation of Interests.  At the Effective Time (and after the transactions contemplated by Section 2.02 (a) and (b)(x) of the Blocker Merger Agreement):

(a)   In accordance with waterfall provisions of Section 6.1 of the Prior LLC Agreement, by virtue of the Merger and without any action on the part of any Member:

(i)    the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue the same number of Class B Shares, to each Member holding Series A Units immediately prior to the Effective Time, in respect of each Series A Unit held by such Member immediately prior to the Effective Time;

(ii)   the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue the same number of Class B Shares, to each Member holding Series A-

4

1 Units immediately prior to the Effective Time, in respect of each Series A-1 Unit held by such Member immediately prior to the Effective Time;

(iii)  the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue the same number of Class B Shares, to each Member holding Series A-2 Units immediately prior to the Effective Time, in respect of each Series A-2 Unit held by such Member immediately prior to the Effective Time;

(iv)  WIND shall issue      Class A Shares to each Member holding Series B-1 Units immediately prior to the Effective Time, in respect of each Series B-1 Unit held by such Member immediately prior to the Effective Time; and

(v)   the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue the same number of Class B Shares, to each Member holding Series B-2 Units immediately prior to the Effective Time, in respect of each Series B-2 Unit held by such Member immediately prior to the Effective Time.

(b)   Each limited liability company interest in the Company outstanding immediately prior to the Effective Time, other than those expressly covered by subsection (a), shall, by virtue of the Merger and by operation of the Prior LLC Agreement and without any action on the part of the holder thereof, be canceled and no consideration shall be issued in respect thereof.

(c)   Each limited liability company interest in Merger LLC outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and no consideration shall be issued in respect thereof.

(d)   No fractional Series B Membership Interests shall be issued in the Merger.  The amount of Series B Membership Interests issued to any Member pursuant to subsection (a) will be rounded up to the next whole number.

(e)   Each Class A Share issued in respect of an Unvested Series B Unit shall be subject to the restrictions contained in, and vest or remain unvested in the manner and subject to the conditions set forth in, the applicable Restricted Unit Agreement.

Section 2.03.  Issuance of Series A Membership Interests.  At the Effective Time, and as consideration for the Class A Shares issued by WIND pursuant to Section 2.02, the Company shall issue a number of Series A Membership Interests to WIND equal to the number of Class A Shares issued by WIND pursuant to Section 2.02(a)(iv).

Section 2.04.  Closing Deliverables.  Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):

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(a)       the Exchange Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;

(b)      the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;

(c)       the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;

(d)      The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and

(e)       The Nominating and Voting Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating and Voting Agreement”) duly executed by WIND and the other parties thereto.

Section 2.05.  Cancellation of HSHN Warrant.  Immediately after the Effective Time, upon exercise by HSHN of the HSHN Warrant to the Surviving LLC, the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue a corresponding number of Class B Shares, to HSHN, in consideration of the exercise thereof.

ARTICLE 3

THE SURVIVING LIMITED LIABILITY COMPANY

Section 3.01.  Name of Surviving LLC.  The name of the Surviving LLC shall be First Wind Holdings, LLC.

Section 3.02.  LLC Agreement.  The Limited Liability Company Agreement of Merger LLC substantially in the form attached hereto as Exhibit G (the “LLC Agreement”) shall be the operating agreement of the Surviving LLC unless and until amended in accordance with its terms and Applicable Law.

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ARTICLE 4

TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES

Section 4.01.  Transfer, Conveyance and Assumption.  At the Effective Time, the Company shall continue in existence as the Surviving LLC, and, except as set forth in Section 2.02, without further transfer, succeed to and possess all of the rights, privileges and powers of Merger LLC, and all of the assets and property of whatever kind and character of Merger LLC shall vest in the Company without further act or deed; thereafter, the Company, as the Surviving LLC, shall be liable for all of the liabilities and obligations of Merger LLC, and any claim or judgment against Merger LLC may be enforced against the Company, as the Surviving LLC, in accordance with Section 18-209 of the Delaware LLC Act.

Section 4.02.  Further Assurances.  If at any time the Company shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving LLC the title to any property or right of Merger LLC, or otherwise to carry out the provisions hereof, the proper representatives of Merger LLC as of the Effective Time shall execute and deliver any and all proper deeds, assignments and assurances and do all things necessary or proper to vest, perfect or convey title to such property or right in the Surviving LLC, and otherwise to carry out the provisions hereof.

ARTICLE 5

CONDITIONS TO THE MERGER

Section 5.01.  Conditions to the Obligations of Each Party.  The obligations of WIND, the Company and Merger LLC to consummate the Merger are subject to the satisfaction of the following conditions as of the Effective Time:

(a)   no provision of any Applicable Law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger;

(b)   all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Merger shall have been obtained;

(c)   this Agreement shall have been adopted by the requisite number of the members of the Company and Merger LLC required by and in accordance with Applicable Law; and

(d)   WIND shall be ready, willing and able to deliver the Closing Deliverables pursuant to Section 2.04.

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ARTICLE 6

TERMINATION

Section 6.01.  Termination.  This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time:

(a)   by mutual written consent of WIND, the Company and Merger LLC; or

(b)   by either WIND, the Company or Merger LLC, if there shall be any law or regulation that makes consummation of the Merger illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining WIND, the Company or Merger LLC from consummating the Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable.

ARTICLE 7

MISCELLANEOUS

Section 7.01.  Survival of Representations and Warranties.  The representations and warranties and agreements contained herein or in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement.

Section 7.02.  Amendments; No Waivers.  (a) Any provisions of this Agreement may, subject to Applicable Law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by WIND, the Company and by Merger LLC.

(b)   No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.03.  Integration.  All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between WIND, the Company and Merger LLC regarding the subject matter of this Agreement are merged into this Agreement, and this Agreement shall constitute the entire understanding between WIND, the Company and Merger LLC with respect to the subject matter hereof.

Section 7.04.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto; and nothing in

8

this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.05.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

Section 7.06.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

Section 7.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:
FIRST WIND MERGER, LLC
By:
	Name:
	Title:

Exhibit A

to Merger Agreement

[Form of Certificate of Merger]

CERTIFICATE OF MERGER

of

FIRST WIND MERGER, LLC

with and into

FIRST WIND HOLDINGS, LLC

This Certificate of Merger of First Wind Merger, LLC with and into First Wind Holdings, LLC is being duly executed and filed by an authorized person of First Wind Holdings, LLC pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act.

FIRST:    The name of the surviving entity is First Wind Holdings, LLC, a Delaware limited liability company (the “Company”).  The name of the entity merging with and into the Company is First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”).

SECOND:               The Agreement and Plan of Merger, dated as of           , 2010 (the “Agreement and Plan of Merger”), among First Wind Holdings Inc., a Delaware corporation, the Company and Merger LLC has been duly approved and executed by each of the parties thereto.

THIRD:                  A copy of the Agreement and Plan of Merger will be furnished by the Company, without cost, to any member or any person holding an interest in the Company or Merger LLC, on request directed to the Company at 179 Lincoln Street, Suite 500, Boston, MA  02111, Attention: General Counsel.

FOURTH:              The effective date (the “Effective Date”) of this Certificate of Merger shall be upon the filing of this Certificate with the Secretary of State of the State of Delaware and the effective time (the “Effective Time”) hereof shall be 9:02 A.M. (New York City time) on such date.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Merger as of the          day of                         , 2010.

FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:

Exhibit B

to Merger Agreement

[Form of Exchange Agreement]

[See Exhibit 10.47 to Form S-1]

Exhibit C

to Merger Agreement

[Form of Registration Rights Agreement]

[See Exhibit 10.36 to Form S-1]

Exhibit D

to Merger Agreement

[Form of Tax Receivable Agreement]

[See Exhibit 10.34 to Form S-1]

Exhibit E

to Merger Agreement

[Form of Blocker Merger Agreement]

[See Exhibit 2.2 to Form S-1]

Exhibit F

to Merger Agreement

[Form of Nominating and Voting Agreement]

[See Exhibit 10.35 to Form S-1]

Exhibit G

to Merger Agreement

[Form of LLC Agreement]

[See Exhibit 10.33 to Form S-1]

EX-2.2

Exhibit 2.2

Exhibit E

to Merger Agreement

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

Dated as of           , 2010

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINED TERMS
Section 1.01.	Definitions	3
Section 1.02.	Other Definitional and Interpretative Provisions	5
ARTICLE 2
THE MERGER
Section 2.01.	The Merger	6
Section 2.02.	Cancellation of Interests; Conversion of Stock	6
Section 2.03.	Closing Deliverables	7
ARTICLE 3
THE SURVIVING CORPORATION
Section 3.01.	Name of Surviving Corporation	7
Section 3.02.	By-laws	7
ARTICLE 4
TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES
Section 4.01.	Transfer, Conveyance and Assumption	7
Section 4.02.	Further Assurances	8
ARTICLE 5
CONDITIONS TO THE BLOCKER MERGER
Section 5.01.	Conditions to the Obligations of Each Party	8
ARTICLE 6
TERMINATION
Section 6.01.	Termination	9
ARTICLE 7
MISCELLANEOUS
Section 7.01.	Survival of Representations and Warranties	9
Section 7.02.	Amendments; No Waivers	9

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Section 7.03.	Integration	9
Section 7.04.	Successors and Assigns	10
Section 7.05.	Governing Law	10
Section 7.06.	Counterparts; Effectiveness	10
Section 7.07.	WAIVER OF JURY TRIAL	10
Exhibit A —	Form of Redemption and Distribution Agreement
Exhibit B —	Form of Certificate of Merger
Exhibit C —	Form of Amended and Restated Certificate of Incorporation
Exhibit D —	Form of Amended and Restated By-Laws

ii

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

AGREEMENT AND PLAN OF MERGER, dated as of           , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), D. E. Shaw MWPH Acquisition Holdings, L.L.C., a Delaware limited liability company (“Newco”), D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C., a Delaware limited liability company (“Blocker I”), D. E. Shaw CH-SP Series 8-01(C), L.L.C., a Delaware limited liability company (“Blocker II”), D. E. Shaw CH-SP Series 10-07(C), L.L.C., a Delaware limited liability company (“Blocker III”), D. E. Shaw CH-SP Series 11-06(C), L.L.C., a Delaware limited liability company (“Blocker IV”) and D. E. Shaw CH-SP Series 13-04(C), L.L.C., a Delaware limited liability company (“Blocker V”, and collectively with Blocker I, Blocker II, Blocker III and Blocker IV, the “Blocker LLCs”).  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, WIND, the Company, and First Wind Merger, LLC (“Merger LLC”) have entered into an Agreement and Plan of Merger dated as of           , 2010 (the “Company Merger Agreement”) pursuant to which, at the Effective Time, Merger LLC will merge with and into the Company, with the Company surviving such merger (the “Company Merger”);

WHEREAS, prior to the date of this Agreement, [Comp Holdings] (“DES Comp Holdings”) formed D. E. Shaw CH-SP Series 1 MWP Acquisition 2, L.L.C., D. E. Shaw CH-SP Series 8-03, L.L.C., D. E. Shaw CH-SP Series 10-08, L.L.C., D. E. Shaw CH-SP Series 11-07,

L.L.C. and D. E. Shaw CH-SP Series 13-07, L.L.C., each a Delaware limited liability company and wholly-owned subsidiary of DES Comp Holdings (collectively, the “Holdings LLCs”);

WHEREAS, prior to the date of this Agreement, Newco was formed as a Delaware limited liability company and is collectively owned by the Holdings LLCs;

WHEREAS, prior to the date of this Agreement, DES Comp Holdings caused the Holding LLCs to transfer 100% of the limited liability company interests in the Blocker LLCs (collectively, the “Blocker Interests”) to Newco;

WHEREAS, the Blocker LLCs currently each own a portion, and collectively own all, of the outstanding limited liability company interests (such interests, the “MWP Interests”) of D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company (“MWP”);

WHEREAS, MWP, Newco, the Company and the Blocker LLCs are simultaneously entering into the Redemption, Distribution and Admission Agreement dated as of the Effective Date in the form attached hereto as Exhibit A (the “Redemption and Distribution Agreement”) pursuant to which, immediately prior to the Blocker Merger Effective Time, MWP will redeem all MWP Interests held by the Blocker LLCs in exchange for the distribution to the Blocker LLCs of certain limited liability company interests in the Company (the “Company Interests”) held by MWP, and the Company will admit each of the Blocker LLCs as a Substituted Member;

WHEREAS, in reliance on the representations and warranties of Newco and MWP in the Redemption and Distribution Agreement, WIND and Newco desire that WIND acquire the properties and other assets, and to assume all of the liabilities and obligations, of the Blocker LLCs by means of a series of mergers of the Blocker LLCs with and into WIND;

WHEREAS, Section 18-209 of the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Delaware LLC Act”), and Section 264 of the General Corporation Law of the State of Delaware (8 Del.C. §101, et seq.), as amended from time to time (the “DGCL”), authorize the merger of a Delaware limited liability company with and into a Delaware corporation;

WHEREAS, WIND and each of the Blocker LLCs now desire to merge (the “Blocker Merger”), following which WIND shall be the surviving entity in each such Blocker Merger;

WHEREAS, pursuant to the Blocker Merger, WIND will issue a number of its Class A Shares to Newco in exchange for the cancellation of the Blocker Interests, and the Company will issue a corresponding number of its Series A Membership Interests to WIND in exchange for cancellation of the Company Interests held by the Blocker LLCs;

WHEREAS, the parties intend that the Blocker Merger constitute a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and that this Agreement constitute a plan of reorganization;

WHEREAS, WIND’s Certificate of Incorporation and Bylaws permit, and resolutions adopted by WIND’s Board of Directors authorize, this Agreement and the consummation of the Blocker Merger;

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WHEREAS, Newco has approved this Agreement and the consummation of the Blocker Merger; and

WHEREAS, the Board of Directors of WIND has determined to issue Class A Shares and Class B Shares pursuant to this Agreement and the Company Merger Agreement in consideration of the receipt by WIND of Series A Membership Interests in the Company pursuant to this Agreement and the Company Merger Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Addendum Agreement” is defined in the Redemption and Distribution Agreement.

“Agreement” is defined in the preamble.

“Applicable Law” means (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“Blocker I” is defined in the preamble.

“Blocker II” is defined in the preamble.

“Blocker III” is defined in the preamble.

“Blocker IV” is defined in the preamble.

“Blocker V” is defined in the preamble.

“Blocker Interests” is defined in the recitals.

“Blocker LLCs” is defined in the preamble.

“Blocker Merger” is defined in the recitals.

“Blocker Merger Effective Time” is defined in Section 2.01(a).

3

“Certificate of Merger” is defined in Section 2.01(a).

“Class A Shares” means shares of Class A common stock, par value $0.001 per share, of WIND.

“Class B Shares” means shares of Class B common stock, par value $0.001 per share, of WIND.

“Closing Deliverables” is defined in Section 2.03.

“Company” is defined in the preamble.

“Company Interests” is defined in the recitals.

“Company Merger” is defined in the recitals.

“Company Merger Agreement” is defined in the recitals.

“Delaware LLC Act” is defined in the recitals.

“DES Comp Holdings” is defined in the recitals.

“DGCL” is defined in the recitals.

“Effective Date” is defined in the Company Merger Agreement.

“Effective Time” is defined in Company Merger Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time.

“Holdings LLCs” is defined in the recitals.

“LLC Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of July 17, 2009.

“Merger LLC” is defined in the recitals.

“MWP” is defined in the recitals.

“MWP Interests” is defined in the recitals.

“Newco” is defined in the preamble.

4

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Redemption and Distribution Agreement” is defined in the recitals.

“Series A Membership Interest” is defined in the Company Merger Agreement.

“Series A Units” is defined in the LLC Agreement.

“Series A-1 Units” is defined in the LLC Agreement.

“Series B-3 Units” is defined in the LLC Agreement.

“Substituted Member” is defined in the LLC Agreement.

“WIND” is defined in the preamble.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

5

ARTICLE 2

THE MERGER

Section 2.01.  The Merger. (a) After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Blocker Merger, as WIND, the Company, Newco and the Blocker LLCs shall determine, the Blocker LLCs shall merge with and into WIND, which shall be the surviving entity, and WIND shall file a certificate of merger (the “Certificate of Merger”) in the form attached hereto as Exhibit B and the Amended and Restated Certificate of Incorporation of WIND (the “Amended and Restated Certificate of Incorporation”) in the form attached hereto as Exhibit C with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware law in connection with the Blocker Merger.  The Blocker Merger shall become effective on the Effective Date and at such time (the “Blocker Merger Effective Time”) as is specified in the Certificate of Merger.

(b)      At the Blocker Merger Effective Time, the Blocker LLCs shall be merged with and into WIND, whereupon the separate existence of the Blocker LLCs shall cease, and WIND shall be the surviving entity of the Blocker Merger (the “Surviving Corporation”) in accordance with Section 18-209 of the Delaware LLC Act and Section 264 of the DGCL.

Section 2.02.  Cancellation of Interests; Conversion of Stock.  At the Blocker Merger Effective Time:

(a)       Each Blocker Interest outstanding immediately prior to the Blocker Merger Effective Time shall, by virtue of the Blocker Merger and without any action on the part of the holder thereof, be canceled, and as consideration in respect thereof, WIND shall issue      Class A Shares to Newco;

(b)      (x) Each Company Interest held by the Blocker LLCs immediately prior to the Blocker Merger Effective Time shall, by virtue of the Blocker Merger and without any action on the part of the holder thereof, be canceled by the Company so that such Company Interests are not outstanding immediately prior to the Effective Time of the Company Merger, and (y) as consideration in respect thereof, at the Effective Time of the Company Merger, the Company shall issue a total of      Series A Membership Interests to WIND, as follows:

(i)            in respect of the 100,775,841 Series A Units and 22,059,000 Series B-3 Units held by Blocker I prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND;

(ii)           in respect of the 57,505,748 Series A Units held by Blocker II prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND;

6

(iii)          in respect of the 12,565,390 Series A Units held by Blocker III prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND;

(iv)          in respect of the 61,679,773 Series A Units held by Blocker IV prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND; and

(v)           in respect of the 76,800,000 Series A-1 Units and 1,311,778 Series A Units held by Blocker V prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND.

(c)       Each share of capital stock of WIND outstanding immediately prior to the Blocker Merger Effective Time shall, by virtue of the Blocker Merger and without any action on the part of the holder thereof, remain unchanged and continue to remain outstanding as a share of capital stock of the Surviving Corporation.

Section 2.03.  Closing Deliverables.  Immediately prior to the Blocker Merger Effective Time, the parties hereto shall deliver, or cause to be delivered, to the parties thereto, the Redemption and Distribution Agreement duly executed by MWP, Newco, the Company and the Blocker LLCs and the Company and each Blocker LLC shall execute and deliver the Addendum Agreement referred to therein (collectively, the “Closing Deliverables”).

ARTICLE 3

THE SURVIVING CORPORATION

Section 3.01.  Name of Surviving Corporation.  The Amended and Restated Certificate of Incorporation of WIND in effect at the Blocker Merger Effective Time shall be the certificate of incorporation of the Surviving Corporation unless and until amended in accordance with its terms and applicable law.  The name of the Surviving Corporation shall be First Wind Holdings Inc.

Section 3.02.  By-laws.  The by-laws of the Surviving Corporation shall initially be in the form attached hereto as Exhibit D.

ARTICLE 4

TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES

Section 4.01.  Transfer, Conveyance and Assumption.  At the Blocker Merger Effective Time, WIND shall continue in existence as the Surviving Corporation, and, except as set forth in Section 2.02, and without further transfer, succeed to and possess all of the rights, privileges and

7

powers of the Blocker LLCs, and all of the assets and property of whatever kind and character of the Blocker LLCs shall vest in WIND without further act or deed; thereafter, WIND, as the Surviving Corporation, shall be liable for all of the liabilities and obligations of the Blocker LLCs, and any claim or judgment against the Blocker LLCs may be enforced against WIND, as the Surviving Corporation, in accordance with Section 18-209 of the Delaware LLC Act and Section 264 of the DGCL.

Section 4.02.  Further Assurances.  If at any time WIND shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving Corporation the title to any property or right of the Blocker LLCs, or otherwise to carry out the provisions hereof, the proper representatives of the Blocker LLCs as of the Blocker Merger Effective Time shall execute and deliver any and all proper deeds, assignments and assurances and do all things necessary or proper to vest, perfect or convey title to such property or right in the Surviving Corporation, and otherwise to carry out the provisions hereof.

ARTICLE 5

CONDITIONS TO THE BLOCKER MERGER

Section 5.01.  Conditions to the Obligations of Each Party.  The obligations of WIND, the Company, Newco and the Blocker LLCs to consummate the Blocker Merger are subject to the satisfaction of the following conditions as of the Blocker Merger Effective Time:

(a)       no provision of any Applicable Law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Blocker Merger;

(b)      all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Blocker Merger shall have been obtained;

(c)       this Agreement shall have been adopted by the requisite number of the members of the Company and the Blocker LLCs required by and in accordance with Applicable Law; and

(d)      the parties hereto shall be ready, willing and able to deliver the Closing Deliverables pursuant to Section 2.03.

8

ARTICLE 6

TERMINATION

Section 6.01.  Termination.  This Agreement may be terminated and the Blocker Merger may be abandoned at any time prior to the Blocker Merger Effective Time:

(a)       by mutual written consent of WIND, the Company, Newco and the Blocker LLCs; or

(b)      by either WIND, the Company, Newco or the Blocker LLCs, if there shall be any law or regulation that makes consummation of the Blocker Merger illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining WIND, the Company, Newco or the Blocker LLCs from consummating the Blocker Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable.

ARTICLE 7

MISCELLANEOUS

Section 7.01.  Survival of Representations and Warranties.  The representations and warranties and agreements contained herein or in any certificate or other writing delivered pursuant hereto shall not survive the Blocker Merger Effective Time or the termination of this Agreement.  Notwithstanding the foregoing, the representations and warranties and agreements contained in the Redemption and Distribution Agreement shall survive the Blocker Merger Effective Time or the termination of this Agreement.

Section 7.02.  Amendments; No Waivers.  (a) Any provisions of this Agreement may, subject to Applicable Law, be amended or waived prior to the Blocker Merger Effective Time if, and only if, such amendment or waiver is in writing and signed by WIND, the Company, Newco and the Blocker LLCs.

(b)      No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.03.  Integration.  All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between WIND, the Company, Newco and the Blocker LLCs regarding the subject matter of this Agreement are merged into this Agreement, and this Agreement shall constitute the entire understanding between WIND, the Company, Newco and the Blocker LLCs with respect to the subject matter hereof.

9

Section 7.04.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto; and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.05.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

Section 7.06.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

Section 7.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

10

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:
D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.
By:
	Name:
	Title:

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.
By:
	Name:
	Title:

Exhibit A

to Blocker Merger Agreement

[Form of Redemption and Distribution Agreement]

REDEMPTION, DISTRIBUTION AND ADMISSION AGREEMENT

among

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.

FIRST WIND HOLDINGS, LLC

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

Dated as of           , 2010

REDEMPTION, DISTRIBUTION AND ADMISSION AGREEMENT

among

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.

FIRST WIND HOLDINGS, LLC

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

REDEMPTION, DISTRIBUTION AND ADMISSION AGREEMENT, dated as of           , 2010 (this “Agreement”), among D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company (“MWP”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), D. E. Shaw MWPH Acquisition Holdings, L.L.C., a Delaware limited liability company (“Newco”), D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C., a Delaware limited liability company (“Blocker I”), D. E. Shaw CH-SP Series 8-01(C), L.L.C., a Delaware limited liability company (“Blocker II”), D. E. Shaw CH-SP Series 10-07(C), L.L.C., a Delaware limited liability company (“Blocker III”), D. E. Shaw CH-SP Series 11-06(C), L.L.C., a Delaware limited liability company (“Blocker IV”) and D. E. Shaw CH-SP Series 13-04(C), L.L.C., a Delaware limited liability company (“Blocker V”, and collectively with Blocker I, Blocker II, Blocker III and Blocker IV, the “Blocker LLCs”).  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, First Wind Holdings Inc. (“WIND”), the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs have entered into an Agreement and Plan of Merger dated as of           , 2010 (the “Blocker Merger Agreement”) pursuant to which, at the Blocker Merger Effective Time, the Blocker LLCs will merge with and into WIND, with WIND surviving such merger (the “Blocker Merger”);

2

WHEREAS, the Company is currently governed by the Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of July 17, 2009 (the “LLC Agreement”);

WHEREAS, Newco is the owner of 100% of the limited liability company interests of the Blocker LLCs;

WHEREAS, each of the Blocker LLCs holds limited liability company interests in MWP (all such interests, the “MWP Interests”) corresponding to certain Series A Units, Series A-1 Units and Series B-3 Units of the Company (the “Company Interests”) held by MWP, and MWP desires to distribute the Company Interests to the Blocker LLCs in exchange for the redemption of the MWP Interests held by the Blocker LLCs prior to the Blocker Merger;

WHEREAS, members holding the requisite amount of limited liability company interests in each of MWP and the Blocker LLCs have approved this Agreement; and

WHEREAS, the admission of the Blocker LLCs pursuant to Section 8.6(l) of the LLC Agreement as Substituted Members and Permitted Transferees of MWP has been approved in accordance therewith and the requisite Required Sponsor Approval therefor has been obtained and, subject to the execution and delivery of an Addendum Agreement by each Blocker LLC, have confirmed pursuant to Section 3.7(b) of the LLC Agreement that all applicable conditions thereof and of Article 7 of the LLC Agreement are satisfied in connection therewith;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 8

DEFINED TERMS

Section 8.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Addendum Agreement” means an Addendum Agreement dated as of the Effective Date between the Company and each Blocker LLC substantially in the form attached hereto as Exhibit A.

“Agreement” is defined in the preamble.

“Applicable Law” means (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“Blocker I” is defined in the preamble.

3

“Blocker II” is defined in the preamble.

“Blocker III” is defined in the preamble.

“Blocker IV” is defined in the preamble.

“Blocker V” is defined in the preamble.

“Blocker LLCs” is defined in the preamble.

“Blocker Merger” is defined in the recitals.

“Blocker Merger Agreement” is defined in the recitals.

“Blocker Merger Effective Time” is defined in the Blocker Merger Agreement.

“Company Interests” is defined in the recitals.

“LLC Agreement” is defined in the recitals.

“Liens” is defined in Section 9.01(a).

“Manager” is defined in the LLC Agreement.

“MWP Interests” is defined in the recitals.

“Newco” is defined in the preamble.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Permitted Transferee” is defined in the LLC Agreement.

“Required Sponsor Approval” is defined in the LLC Agreement.

“Series A Units” is defined in the LLC Agreement.

“Series A-1 Units” is defined in the LLC Agreement.

“Series B-3 Units” is defined in the LLC Agreement.

“Substituted Member” is defined in the LLC Agreement.

“WIND” is defined in the recitals.

4

Section 8.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

ARTICLE 9

REDEMPTION, DISTRIBUTION AND ADMISSION

Section 9.01.  Redemption and Distribution In-Kind.  Effective immediately prior to the transactions contemplated by Section 9.02:

(a)       MWP shall redeem from the Blocker LLCs, and the Blocker LLCs shall assign, set over and transfer to MWP, all of the MWP Interests, free and clear of all liens, encumbrances, security interests, pledges, options, charges, claims and rights of others of any nature whatsoever (“Liens”);

(b)      MWP shall make a distribution of all of the Company Interests to the Blocker LLCs, free and clear of all Liens, except for Liens arising under applicable securities laws or the LLC Agreement, as set forth below:

(i)        to Blocker I, MWP shall distribute 100,775,841 Series A Units and 22,059,000 Series B-3 Units;

(ii)       to Blocker II, MWP shall distribute 57,505,748 Series A Units;

(iii)      to Blocker III, MWP shall distribute 12,565,390 Series A Units;

(iv)      to Blocker IV, MWP shall distribute 61,679,773 Series A Units; and

5

(v)      to Blocker V, MWP shall distribute 76,800,000 Series A-1 Units and 1,311,778 Series A Units.

(c)       Each of MWP and the Blocker LLCs hereby waives any requirement that would otherwise require notice to be given to or by any party pursuant to their respective constituent documents in connection with a redemption or a distribution in kind.

Section 9.02.  Consent to Transfer of Membership Interest in the Company and Admission of Blocker LLCs as Members of the Company.  Effective immediately prior to the Blocker Merger Effective Time, upon delivery to the Company of an Addendum Agreement duly executed by each Blocker LLC, the Company hereby consents to the transfer of the Company Interests to the Blocker LLCs and to the admission of each Blocker LLC as a Member of the Company.  Schedule I and Schedule II, as applicable, to the LLC Agreement are hereby deemed amended in accordance with Section 3.7(d) thereof to reflect the foregoing transfer of the Company Interests.

ARTICLE 10

REPRESENTATIONS AND WARRANTIES

In order to induce the Company to execute and deliver the Blocker Merger Agreement and this Agreement and consummate the Blocker Merger and the transactions contemplated hereby, each of Newco and MWP represents and warrants to the Company as follows:

Section 10.01.  Existence and Power.  Each Blocker LLC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted and to implement the transactions contemplated by this Agreement and the Blocker Merger Agreement.

Section 10.02.  Due Authorization.  The execution, delivery and performance by each Blocker LLC of this Agreement and the Blocker Merger Agreement and the consummation by each Blocker LLC of the transactions contemplated hereby and thereby are within such Blocker LLC’s powers and have been duly authorized by all necessary action on the part of such Blocker LLC.  This Agreement and the Blocker Merger Agreement each constitutes a valid and binding agreement of each Blocker LLC enforceable against such Blocker LLC in accordance with its terms.

Section 10.03.  No Undisclosed Liabilities.  There are no liabilities or obligations of MWP or the Blocker LLCs of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise (other than obligations under this Agreement and the Blocker Merger Agreement).

Section 10.04.  Title to Units.  Prior to the transactions contemplated hereby, MWP is the sole record and beneficial owner of the Company Interests, and except as contemplated hereby,

6

MWP has not taken any action to sell, assign or otherwise transfer the Company Interests and the Company Interests are not subject to any Liens.

Section 10.05.  Assets.  MWP and the Blocker LLCs do not have, and have never had, any assets other than the Company Interests and the MWP Interests, respectively.

ARTICLE 11

FUTURE COOPERATION

Section 11.01.  Future Cooperation.  Each of the parties hereto agrees to cooperate at all times from and after the date hereof with respect to all the matters determined herein and to execute such other documents as reasonably may be requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Agreement.  The parties shall take all actions necessary or advisable to document the transactions described in this Agreement in the books and records of MWP, Newco, the Company and the Blocker LLCs.

ARTICLE 12

MISCELLANEOUS

Section 12.01.  Survival of Representations and Warranties.  The representations and warranties and agreements contained herein or in any certificate or other writing delivered pursuant hereto shall survive the Blocker Merger Effective Time and the consummation of the transactions contemplated hereby and shall not be merged upon the consummation of the transactions contemplated hereby.

Section 12.02.  Integration.  All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between the parties hereto regarding the subject matter of this Agreement are merged into this Agreement, and this Agreement shall constitute the entire understanding between the parties hereto with respect to the subject matter hereof.

Section 12.03.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto; and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.04.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

Section 12.05.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the

7

signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

Section 12.06.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

8

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:
D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.
By:
	Name:
	Title:

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.
By:
	Name:
	Title:

Exhibit A

to Redemption and Distribution Agreement

[Form of Addendum Agreement]

ADDENDUM AGREEMENT, dated as of           , 2010 (this “Agreement”), by, among and between D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C., D. E. SHAW CH-SP SERIES 8-01(C), L.L.C., D. E. SHAW CH-SP SERIES 10-07(C), L.L.C., D. E. SHAW CH-SP SERIES 11-06(C), L.L.C., and D. E. SHAW CH-SP SERIES 13-04(C), L.L.C., each a Delaware limited liability company (each, a “Transferee”) and FIRST WIND HOLDINGS, LLC, a Delaware limited liability company (the “Company”), pursuant to the terms of the Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of July 17, 2009, including all exhibits and schedules thereto (the “LLC Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement.

W I T N E S S E T H:

WHEREAS, the Company and the Members entered into the LLC Agreement to impose certain restrictions and obligations upon themselves, and to provide certain rights, with respect to the Company and its Units;

WHEREAS, the Company and the Members have required in the LLC Agreement that all Persons to whom Units of the Company are transferred and all other Persons acquiring Units must enter into an Addendum Agreement binding the Transferees to the LLC Agreement to the same extent as if they were original parties thereto and imposing the same restrictions and obligations on the Transferees and the Units to be acquired by the Transferees as are imposed upon the Members under the LLC Agreement; and

WHEREAS, it being contemplated that the Transferees will merge with and into First Wind Holdings Inc., a Delaware corporation (“WIND”) immediately after the execution and delivery hereof pursuant to the Agreement and Plan of Merger, dated as of the Effective Date, among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Transferees (the “Blocker Merger Agreement”), the Board has waived the requirement that the Transferees execute and deliver a confidentiality and non-competition agreement;

NOW, THEREFORE, in consideration of the mutual promises of the parties and as a condition of the purchase or receipt by the Transferees of the Units, each Transferee acknowledges and agrees as follows:

1.             Such Transferee has received and read the LLC Agreement and acknowledges that such Transferee is acquiring Units subject to the terms and conditions of the LLC Agreement.

2

2.             Such Transferee agrees that the Units acquired or to be acquired by such Transferee are bound by and subject to all of the terms and conditions of the LLC Agreement, and hereby joins in, and agrees to be bound by, and shall have the benefit of, all of the terms and conditions of the LLC Agreement to the same extent as if such Transferee were an original party to the LLC Agreement; provided, however, that such Transferee’s joinder in the LLC Agreement shall not constitute admission of such Transferee as a Member unless and until such Transferee is duly admitted in accordance with the terms of the LLC Agreement. This Addendum Agreement shall be attached to and become a part of the LLC Agreement.

3.             Any notice required as permitted by the LLC Agreement shall be given to Transferees at the address listed beneath their signatures below.

4.             Each Transferee is acquiring the number of Units specified as being held by such Transferee “prior to the Blocker Merger Effective Time” in the applicable clause of Section 2.02(b) of the Blocker Merger Agreement.

[Signature pages follow]

3

TRANSFEREES:

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.
By:
	Name:
	Title:
Address:                  c/o the Company

AGREED TO on behalf of the Members of the Company pursuant to Section 3.7 of the LLC Agreement.

FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:

Exhibit B

to Blocker Merger Agreement

[Form of Certificate of Merger]

CERTIFICATE OF MERGER

of

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

with and into

FIRST WIND HOLDINGS INC.

(Under Section 264 of the General Corporation Law of the State of Delaware and Section 18-209 of the Delaware Limited Liability Company Act)

The undersigned corporation formed and existing under and by virtue of the General Corporation Law of the State of Delaware, 8 Del.C. ‘ 101 et seq. (the “DGCL”).

DOES HEREBY CERTIFY:

FIRST:   The name and jurisdiction of formation or organization of each of the constituent entities which are to merge are as follows:

Name	Jurisdiction ofFormation or Organization
D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C.	Delaware
D. E. Shaw CH-SP Series 8-01(C), L.L.C.	Delaware
D. E. Shaw CH-SP Series 10-07(C), L.L.C.	Delaware
D. E. Shaw CH-SP Series 11-06(C), L.L.C.	Delaware
First Wind Holdings Inc.	Delaware
D. E. Shaw CH-SP Series 13-04(C), L.L.C.	Delaware

SECOND:               The Agreement and Plan of Merger, dated as of           , 2010 (the “Agreement and Plan of Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with Section 264(c) of the DGCL, Section 18-209 of the Delaware Limited Liability Company Act, 6 Del.C. ‘ 18-101, et seq. and, with respect to First Wind Holdings Inc., Section 228 of the DGCL.

THIRD:                  The name of the surviving Delaware corporation is First Wind Holdings Inc. (the “Surviving Corporation”).

FOURTH:              The Certificate of Incorporation of the Surviving Corporation, as now in force and effect, shall continue to be the certificate of incorporation of the surviving corporation until amended and changed pursuant to the provisions of the DGCL.

FIFTH:                   The effective date (the “Effective Date”) of this Certificate of Merger shall be upon the filing of this Certificate with the Secretary of State of the State of Delaware and the effective time (the “Blocker Merger Effective Time”) hereof shall be 9:01 A.M. (New York City time) on such date.

SIXTH:                   The executed Agreement and Plan of Merger is on file at an office of the Surviving Corporation.  The address of such office of the Surviving Corporation is 179 Lincoln Street, Suite 500, Boston, MA  02111, Attention: General Counsel.

SEVENTH:             A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any member of D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C., D. E. Shaw CH-SP Series 8-01(C), L.L.C., D. E. Shaw CH-SP Series 10-07(C), L.L.C., D. E. Shaw CH-SP Series 11-06(C), L.L.C. or D. E. Shaw CH-SP Series 13-04(C), L.L.C. and to any stockholder of First Wind Holdings Inc.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Merger as of the          day of                         , 2010.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:

2

Exhibit C

to Blocker Merger Agreement

[Form of Amended and Restated Certificate of Incorporation]

[See Exhibit 3.1 to Form S-1]

Exhibit D

to Blocker Merger Agreement

[Form of Amended and Restated By-Laws]

[See Exhibit 3.2 to Form S-1]

EX-3.1

Exhibit 3.1

Exhibit C

to Blocker Merger Agreement

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

FIRST WIND HOLDINGS INC.

Pursuant to the provisions of § 242 and § 245 of the
General Corporation Law of the State of Delaware

The present name of the corporation is First Wind Holdings Inc.  (the “Corporation”).  The Corporation was incorporated under the name “First Wind Holdings Inc.” by the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on May 9, 2008.  This Amended and Restated Certificate of Incorporation of the Corporation, which both restates and further amends the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.  This Amended and Restated Certificate of Incorporation shall become effective as of [                 ], 2010.  The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE 1

Section 1.01.  Name.  The name of the Corporation is First Wind Holdings Inc.

ARTICLE 2

Section 2.01.  Address.  The address of its registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.  The name of its registered agent at such address is Corporation Trust Center.

ARTICLE 3

Section 3.01.  Purpose.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”).

ARTICLE 4

Section 4.01.  Capitalization.  The total number of shares of stock which the Corporation shall have authority to issue is [        ], consisting of (a) [        ] shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), (b) [        ] shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) and (c) [        ] shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).  Holders of capital stock do not have preemptive rights.

Section 4.02.  Common Stock.

(a)        Voting Rights.

(i)            Each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of Class A Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to Delaware Law.

(ii)           Each holder of Class B Common Stock, as such, shall be entitled to one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that except as otherwise required by law, holders of Class B Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to Delaware Law.  A holder of one share of Class B Common Stock, as such, shall be entitled at all times to the same number of vote or votes as a holder of one share of Class A Common Stock, as such, on all matters on which stockholders generally are entitled to vote.

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(iii)          Except as otherwise required in this Amended and Restated Certificate of Incorporation or by applicable law, the holders of Common Stock shall vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of Preferred Stock).

(b)        Dividends.  Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board of Directors of the Corporation (the “Board”) in its discretion shall determine.  Dividends shall not be declared or paid on the Class B Common Stock.

(c)        Liquidation, Dissolution or Winding Up.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all outstanding shares of Class A Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares held by each such stockholder.  The holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(d)        Transfer of Class B Common Stock.

(i)            A holder of Class B Common Stock may only transfer shares of Class B Common Stock to another person if such holder transfers a corresponding number of Series B Membership Interests to such person in accordance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), as such agreement may be amended from time to time in accordance with the terms thereof.

(ii)           Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in the immediately preceding paragraph (the “Restrictions”) shall be null and void.  If, notwithstanding the foregoing prohibition, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner

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shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”).

(iii)          Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted Shares, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent to record the Purported Owner’s transferor as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition.

(iv)          The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.02(d) for determining whether any acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d).  Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder of shares of Class B Common Stock.

(v)           The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof.

(vi)          As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.

(e)        In the event of a reclassification or other similar transaction as a result of which the shares of Class A Common Stock are converted into another security, then a holder of shares of Class B Common Stock shall be entitled to receive upon exchange of such shares (together with a commensurate number of Series B Membership Interests) the amount of such security that such holder would have received if such exchange had occurred immediately prior to the record date of such reclassification or other similar transaction, taking into account any adjustment as a result of any subdivision (by any stock split or dividend, reclassification or otherwise) or combination (by reverse stock split,

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reclassification or otherwise) of such security that occurs after the effective time of such reclassification or other similar transaction.

(f)         The Corporation covenants that it will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon exchange of the outstanding shares of Class B Common Stock and Series B Membership Interests for Class A Common Stock, such number of shares of Class A Common Stock that are issuable upon any such exchange and shall exchange such shares of Class B Common Stock and a commensurate number of Series B Membership Interests for shares of Class A Common Stock pursuant to the exchange agreement among the Corporation, the Company and the holders from time to time of Series B Membership Interests governing such exchanges; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such exchange by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation.  The Corporation covenants that all shares of Class A Common Stock issued upon any such exchange will, upon issuance, be validly issued, fully paid and non-assessable.

Section 4.03.  Preferred Stock.  (a)  The Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of Preferred Stock and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of Preferred Stock and the number of shares constituting each such class or series, and to increase or decrease the number of authorized shares of any such class or series to the extent permitted by Delaware Law.

(b)        Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to such series).

Section 4.04.  Changes in Common Stock.  If the Corporation in any manner subdivides or combines the outstanding shares of Class A Common Stock, the outstanding shares of the Class B Common Stock shall be proportionately subdivided or combined, as the case may be.  If the Corporation in any manner subdivides or combines the outstanding shares of Class B Common Stock, the outstanding shares of Class A Common Stock shall be proportionately subdivided or combined, as the case may be.

Section 4.05.  Reorganization or Merger. (a)  In the case of any reorganization, share exchange, consolidation, conversion or merger of the Corporation with or into another person in which shares of Class A Common Stock and Class B Common Stock are converted into (or entitled to receive with respect thereto) shares of stock and/or other securities or property (including, without limitation, cash), each holder of a share of Class A Common Stock shall

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be entitled to receive with respect to each such share the same kind and amount of shares of stock and other securities and property (including, without limitation, cash), but each holder of a share of Class B Common Stock shall only be entitled to receive with respect to each such share the same number of shares of stock as is received by a holder of a share of Class A Common Stock, and shall not be entitled to receive other securities or property (including, without limitation, cash); and such shares of stock received by a holder of shares of Class B Common Stock shall afford the holder thereof no more rights, privileges or preferences than would be afforded the holders of Class B Common Stock hereunder, including without limitation rights, privileges or preferences with respect to dividends, upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation or in connection with any reorganization, share exchange, consolidation, conversion or merger of the Corporation with or into another person (each, a “Business Combination Transaction”).

(b)        In connection with any Business Combination Transaction, the Corporation shall not adversely affect, alter, repeal, change or otherwise impair any of the powers, preferences, rights or privileges of the Class A Common Stock (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) (i) in a manner that is disproportionate and adverse compared to the manner in which the powers, preferences, rights or privileges of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, including, without limitation (x) any of the voting rights of the holders of the Class A Common Stock in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, and (y) the requisite vote or percentage required to approve or take any action described in this ARTICLE 4, in ARTICLE 12 or elsewhere in this Amended and Restated Certificate of Incorporation or described in the bylaws of the Corporation in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, or (ii) with respect to the economic rights, privileges or preferences of the holders of Class A Common Stock relative to the holders of Class B Common Stock, including, without limitation, with respect to dividends, upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation or in connection with a Business Combination Transaction, without, in each case (i) and (ii), the affirmative vote of the holders of a majority of the shares of Class A Common Stock, voting as a separate class.

(c)        In connection with any Business Combination Transaction, the Corporation shall not adversely affect, alter, repeal, change or otherwise impair any of the powers, preferences, rights or privileges of the Class B Common Stock (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or

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otherwise) in a manner that is disproportionate and adverse compared to the manner in which the powers, preferences, rights or privileges of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, including, without limitation (i) any of the voting rights of the holders of the Class B Common Stock in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, and (ii) the requisite vote or percentage required to approve or take any action described in this ARTICLE 4, in ARTICLE 12 or elsewhere in this Amended and Restated Certificate of Incorporation or described in the bylaws of the Corporation in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, without in each case the affirmative vote of the holders of a majority of the shares of Class B Common Stock, voting as a separate class.

ARTICLE 5

Section 5.01.  Bylaws.  In furtherance and not in limitation of the powers conferred by Delaware Law, the Board is expressly authorized to make, amend, alter, change, add to or repeal the bylaws of the Corporation without the assent or vote of the stockholders in any manner not inconsistent with Delaware Law or this Amended and Restated Certificate of Incorporation.  The affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, amend, alter, change, add to or repeal any provision of the bylaws of the Corporation.

ARTICLE 6

Section 6.01.  Board of Directors.  (a)  The business and affairs of the Corporation shall be managed by or under the direction of the Board.

(b)        Each director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal.  In no event will a decrease in the number of directors shorten the term of any incumbent director.

(c)        There shall be no cumulative voting in the election of directors.  Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

(d)        Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from

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any increase in the number of directors may be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

(e)        Notwithstanding the foregoing, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolution or resolutions adopted by the Board pursuant to ARTICLE 4 applicable thereto, and such directors so elected shall not be subject to the provisions of this ARTICLE 6 unless otherwise provided therein.

ARTICLE 7

Section 7.01.  Meetings Of Stockholders.  Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law, as amended from time to time, and may not be taken by written consent of stockholders without a meeting; provided, however, if the Class A Common Stock and Class B Common Stock held by the Investor Group (as defined below) constitutes more than 50% of the total voting power of all capital stock of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of stockholders without a meeting; provided, further, that any action required or permitted to be taken by the holders of Class B Common Stock, voting separately as a class, or, to the extent expressly permitted by the certificate of designation relating to one or more series of Preferred Stock, by the holders of such series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Special meetings of the stockholders may be called by the Board, the Chairman of the Board or the Chief Executive Officer of the Corporation and may not be called by any other person; provided, however, if the Class A Common Stock and Class B Common Stock held by the Investor Group constitutes more than 50% of the total voting power of all capital stock of the Corporation, special meetings of the stockholders may be called by a majority of the holders of such Class A Common Stock and Class B Common Stock (treated as a single class).  Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or

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series, to elect directors, such holders may call, pursuant to the terms of the resolution or resolutions adopted by the Board of Directors pursuant to ARTICLE 4 hereto, special meetings of holders of such Preferred Stock.

ARTICLE 8

Section 8.01.  Limited Liability Of Directors.  No director of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under Delaware Law as the same exists or hereafter may be amended.  Neither the amendment nor the repeal of this ARTICLE 8 shall eliminate or reduce the effect thereof in respect of any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE 8, would accrue or arise, prior to such amendment or repeal.

ARTICLE 9

Section 9.01.  Indemnification.  (a)  Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law.  The right to indemnification conferred in this ARTICLE 9 shall also include the right to have the Corporation pay directly or cause to be paid directly the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Delaware Law.  The right to indemnification conferred in this ARTICLE 9 shall be a contract right.

(b)        The Corporation may, by action of its Board, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board shall determine to be appropriate and authorized by Delaware Law.

(c)        The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another person against any expense, liability or loss incurred by such person in any such capacity or arising out of such

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person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under Delaware Law.

(d)        The rights and authority conferred in this ARTICLE 9 shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

(e)        Neither the amendment nor repeal of this ARTICLE 9, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware Law, any modification of law, shall eliminate or reduce the effect of this ARTICLE 9 in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

ARTICLE 10

Section 10.01.  Corporate Opportunities.  (a)  In anticipation that members of the Investor Group are or may be significant stockholders of the Corporation and may engage in, and are permitted to have investments or other business relationships, ventures, agreements or arrangements with entities engaged in, the same or similar activities or lines of business, and may have an interest in the same areas of corporate opportunities, as the Corporation, and in recognition of (i) the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with members of the Investor Group (including service of Investor Nominees (as defined below) as directors of the Corporation) and (ii) the difficulties attendant to any director, who desires and endeavors fully to satisfy such director’s fiduciary duties, in determining the full scope of such duties in any particular situation, the provisions of this ARTICLE 10 are set forth to regulate, define and guide the conduct of certain affairs of the Corporation as they may involve such officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.

(b)        The Corporation hereby renounces any interest or expectancy in any business opportunity, transaction or other matter in which any member of the Investor Group participates or desires or seeks to participate in and that involves any aspect of the energy business or industry (each, a “Business Opportunity”) other than a Business Opportunity that (i) is presented to an Investor Nominee solely in such individual’s capacity as a director of the Corporation (whether at a meeting of the Board or otherwise) and with respect to which no other member of the Investor Group (other than an Investor Nominee) independently receives notice, or is pursuing or aware of, or otherwise identifies such Business Opportunity or (ii) is indentified by the Investor Group solely through the disclosure of information by or on behalf of the Corporation (each Business Opportunity other than those referred to in clauses (i) or (ii), a “Renounced Business Opportunity”).  No member of the Investor Group, including any

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Investor Nominee, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Corporation, and any member of the Investor Group may pursue for itself or direct, sell, assign or transfer to a person other than the Corporation any Renounced Business Opportunity.  As used in this Amended and Restated Certificate of Incorporation, (i) “D. E. Shaw Entity” means D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company, (ii) “Madison Dearborn Entity” means Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership, (iii) “Investor Group” means, collectively, the D. E. Shaw Entity, the Madison Dearborn Entity, any of their respective affiliates (other than the Corporation and its subsidiaries), any Investor Nominee, and any portfolio company in which the D. E. Shaw Entity, the Madison Dearborn Entity, or any of their respective affiliates has an equity investment (other than the Corporation and its subsidiaries) and (iv) “Investor Nominee” means any officer, director, partner, employee or other agent of the D. E. Shaw Entity or the Madison Dearborn Entity who serves as a director of the Corporation.

(c)        Any person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE 10.

(d)        No alteration, amendment, change or repeal of any provision of this ARTICLE 10 nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with any provision of this ARTICLE 10 shall eliminate or reduce the effect of this ARTICLE 10 in respect of any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE 10, would accrue or arise, prior to such alteration, amendment, change, repeal or adoption.

ARTICLE 11

Section 11.01.  Severability.  If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its

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directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE 12

Section 12.01.  Amendment.  The Corporation reserves the right to amend (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) this Amended and Restated Certificate of Incorporation in any manner permitted by Delaware Law, subject to Section 12.02, and all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation.  Notwithstanding the foregoing, the provisions set forth in ARTICLES 4, 5, 6, 7, 8, 9 and 10 and this ARTICLE 12 may not be repealed or amended (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) in any respect, and no other provision may be adopted, amended (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) or repealed which would have the effect of modifying or permitting the circumvention of the provisions set forth in ARTICLES 4, 5, 6, 7, 8 and 9 and this ARTICLE 12, unless such action is approved by the affirmative vote of the holders of not less than 66-2/3% of the total voting power of all outstanding securities of the Corporation then entitled to vote generally in the election of directors, voting together as a single class.

Section 12.02.  Increases and Decreases of Authorized Shares.  The number of authorized shares of Class A Common Stock or Class B Common Stock may be increased or decreased (but not below the number of shares of Class A Common Stock or Class B Common Stock then outstanding and reserved for) by the affirmative vote of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock, voting together as a single class.

ARTICLE 13

Section 13.01.  Section 203.  The Corporation expressly elects not to be governed by Section 203 of Delaware Law.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this            day of                     , 2010.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:

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EX-3.2

Exhibit 3.2

Exhibit D

to Blocker Merger Agreement

AMENDED AND RESTATED BYLAWS

OF

FIRST WIND HOLDINGS INC.

ARTICLE 1

OFFICES

Section 1.01.  Registered Office.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.02.  Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 1.03.  Books.  The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

Section 2.01.  Time and Place of Meetings.  All meetings of stockholders shall be held at such places, either within or without the State of Delaware, on such dates, and at such times, as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a designation by the Board of Directors).

Section 2.02.  Annual Meetings.  An annual meeting of stockholders, commencing with the year 2011, shall be held for the election of directors and to transact such other business as may properly be brought before the meeting.

Section 2.03.  Special Meetings.  Subject to the rights of the holders of any class or series of preferred stock of the Corporation, and except as otherwise provided in Section 7.01 of the certificate of incorporation of the Corporation (the “Certificate of Incorporation”), special meetings of the stockholders of the Corporation may be called only by or at the direction of the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer or the President of the Corporation.

Section 2.04.  Notice of Meetings and Adjourned Meetings; Waivers of Notice.  (a)  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting.  Unless these Bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b)           A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.05.  Quorum.  Unless otherwise provided under the Certificate of Incorporation or these Bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

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Section 2.06.  Voting.  (a)  Unless otherwise provided in the Certificate of Incorporation and subject to Delaware Law, each stockholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such stockholder.  Any share of capital stock of the Corporation held by the Corporation shall have no voting rights.  Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.  Subject to the rights of the holders of any series of preferred stock to elect additional directors under specific circumstances, directors shall be elected by a plurality of the votes of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

(b)           Each stockholder entitled to vote at a meeting of stockholders or, to the extent permitted by the Certificate of Incorporation and these Bylaws, to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized, or by proxy sent by facsimile transmission or by any other means of electronic communication permitted by law, which results in a writing from such stockholder or by his attorney, and delivered to the secretary of the meeting.  No proxy shall be voted after one year from its date, unless said proxy provides for a longer period.

(c)           Votes may be cast by any stockholder entitled to vote in person or by his proxy.  In determining the number of votes cast for or against a proposal or nominee, shares abstaining from voting on a matter (including elections) will not be treated as a vote cast.  A non-vote by a broker will be counted for purposes of determining a quorum but not for purposes of determining the number of votes cast.

Section 2.07.  Action by Consent.  Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law and may not be taken by written consent of stockholders without a meeting; provided, however, if the Class A Common Stock and Class B Common Stock held by the Investor Group (as defined in the Certificate of Incorporation) constitutes more than 50% of the total voting power of all capital stock of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of stockholders without a meeting; provided, further, that any action required or permitted to be taken by the holders of the Corporation’s Class B Common Stock, voting separately as a class, or, to the extent expressly permitted by the certificate of designation relating to one or more

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series of the Corporation’s preferred stock, by the holders of such series of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, which officer or agent may be the Secretary or an Assistant Secretary.

Section 2.08.  Organization.  At each meeting of stockholders, the Chairman of the Board of Directors, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, shall act as chairman of the meeting.  The Secretary of the Corporation (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 2.09.  Order of Business.  The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

Section 2.10.  Nomination of Directors.  Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors.  Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors (or any committee thereof) or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 2.10, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 2.10.  Such nominations, other than those made by or at the direction of the Board of Directors (or any committee thereof), shall be made pursuant to timely notice in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received by the Corporation no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting and the 10th day following the day on which public announcement of the

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date of the meeting was made; provided further, that with respect to any director nominee proposed by a stockholder or stockholders pursuant to Rule 14a-11 or Rule 14a-18 (or successor provisions) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the applicable deadline by which the Secretary of the Corporation must receive written notice of such nomination shall be that provided in Rule 14a-11(b)(10) (or successor provision) (treating any nomination governed by Rule 14a-18 as if governed by Rule 14a-11 for this purpose), and not by the rules of the instant provision.  In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.  Such stockholder’s notice shall set forth:

(a)           as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and

(b)           as to the stockholder giving the notice:

(i)            the name and address, as they appear on the Corporation’s books, of such stockholder and any Stockholder Associated Person (defined below) covered by clause (ii) below and

(ii)           (A) the class and number of shares of capital stock of the Corporation which are held of record or are beneficially owned by such stockholder and any Stockholder Associated Person and (B) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person with respect to the Corporation’s securities and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, or economic exposure of, such stockholder and any Stockholder Associated Person with respect to the Corporation’s securities.

At the request of the Board of Directors, any person nominated by the Board of Directors (or any committee thereof) for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.  No person shall be eligible to serve as a director of the Corporation unless nominated

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in accordance with the procedures set forth in this Bylaw.  The chairman of the meeting shall, if the facts in his judgment warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine and declare, the defective nomination shall be disregarded.  In addition to the foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10.

“Stockholder Associated Person” of any stockholder means (A) any person controlling or controlled by, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and/or (C) any person controlling, controlled by or under common control with such Stockholder Associated Person.

The nomination of directors pursuant to the Nominating and Voting Agreement dated as of           , 2010 among the Corporation, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. shall not be subject to the procedures set forth above in this Section 2.10.

Section 2.11.  Notice of Business.  At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors (or any committee thereof) or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.11, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.11.  For business to be properly brought before a stockholder meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received by the Corporation no later than the later of 70 days prior to the date of the meeting and the 10th day following the day on which public announcement of the date of the meeting was made.  A stockholder’s notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposes to bring before the meeting:

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(a)           a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;

(b)           the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person covered by clauses (c) and (d) below;

(c)           (i) the class and number of shares of the Corporation which are held of record or are beneficially owned by such stockholder and by any Stockholder Associated Person with respect to the Corporation’s securities and (ii) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such stockholder and/or any Stockholder Associated Person with respect to the Corporation’s securities; and

(d)           any interest of the stockholder or any Stockholder Associated Person in such business.

Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 2.11.  The chairman of the meeting shall, if the facts in his or her judgment warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Bylaws, and if he should so determine and declare, and any such business not properly brought before the meeting shall not be transacted.  In addition to the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11.

ARTICLE 3

DIRECTORS

Section 3.01.  General Powers.  Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.02.  Number, Election and Term of Office.  The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors.  The election and terms of

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office of directors shall be governed by the Certificate of Incorporation.  Directors need not be stockholders.

Section 3.03.  Quorum and Manner of Acting.  A majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting.  If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.04.  Time and Place of Meetings.  The Board of Directors shall hold its meetings at such places, either within or without the State of Delaware, and at such times as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a determination by the Board of Directors).

Section 3.05.  Annual Meeting.  The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held.  Notice of such meeting need not be given.  In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.06.  Regular Meetings.  After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.07.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, Chief Executive Officer (if any) or the President and shall be called by the Chairman of the Board of Directors, Chief Executive Officer, President or Secretary on the written request of two directors.  Notice of special meetings of the Board of Directors shall be given to each director at least 24 hours before the meeting in such manner as is determined by the Board of Directors, Chief Executive Officer

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or President (including personal delivery or by mail, telecopy, e-mail, facsimile or telephone).  Notwithstanding the foregoing, a meeting of the Board of Directors may be held at any time without notice if all the directors are present, or if those not present sign (or electronically transmit) a waiver of notice of the meeting, either before or after the meeting.

Section 3.08.  Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters:  (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders for approval and (b) adopting, amending or repealing any Bylaw of the Corporation.  Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors from time to time.

Section 3.09.  Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board of Directors or committee thereof.

Section 3.10.  Telephonic Meetings.  Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.11.  Resignation.  Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation.  The resignation of any director shall take effect

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upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.12.  Vacancies.  Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors may be filled solely by a majority of the directors then in office or by the sole remaining director.  Each director so elected shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.  If there are no directors in office, then an election of directors may be held in accordance with Delaware Law.  Unless otherwise provided in the Certificate of Incorporation, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of the other vacancies.

Section 3.13.  Removal.  Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then entitled to vote at any election of directors and the vacancies thus created may be filled in accordance with Section 3.12 herein.

Section 3.14.  Compensation.  The Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

Section 3.15.  Preferred Stock Directors.  Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of preferred stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolution or resolutions applicable thereto adopted by the Board of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to the provisions of Sections 3.02, 3.12 and 3.13 of this Article 3 unless otherwise provided therein.

ARTICLE 4

OFFICERS

Section 4.01.  Principal Officers.  The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a

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Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and the Board of Directors in a book kept for that purpose.  The Corporation may also have such other principal officers, including a Chief Executive Officer and one or more Controllers, as the Board of Directors may in its discretion appoint.  One person may hold the offices and perform the duties of any two or more of such offices, except that no one person shall hold the offices and perform the duties of President and Secretary.

Section 4.02.  Election and Term of Office.  The principal officers of the Corporation shall be elected annually by the Board of Directors at the meeting of the Board of Directors immediately following the annual meeting of Stockholders.  Each such officer shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.  Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

Section 4.03.  Subordinate Officers.  In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other officers as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine.  The Board of Directors may delegate to any principal officer the power to appoint and to remove any such other officers enumerated in this Section 4.03.

Section 4.04.  Removal.  Any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors.  Any officer appointed by a principal officer pursuant to authority delegated by the Board of Directors under Section 4.03 hereof may be removed by that principal officer or any other principal officer to whom the Board of Directors delegates such power to remove.

Section 4.05.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or to any principal officer.  The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06.  Powers and Duties.  The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors or, if applicable, by the principal officer who appointed them.

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ARTICLE 5

CAPITAL STOCK

Section 5.01.  Certificates For Stock; Uncertificated Shares.  The shares of capital stock of the Corporation shall be uncertificated shares, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be represented by certificates.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical.  Every holder of stock represented by certificates shall be entitled to have a certificate signed in the name of the Corporation by (x) the Chairman of the Board of Directors, the Chief Executive Officer (if any), the President or a Vice President of such Corporation, and (y) by the Treasurer, an assistant Treasurer, the Secretary or an assistant Secretary of such Corporation, representing the number of shares registered in certificate form.  Either or both of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.  The Corporation shall not have power to issue a certificate in bearer form.

Section 5.02.  Transfer Of Shares.  Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation; provided that transfers of shares of the Class B Common Stock shall be made only in accordance with the provisions related thereto contained in the Certificate of Incorporation.

Section 5.03.  Authority for Additional Rules Regarding Transfer.  The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as the Board of Directors may deem expedient to indemnify the Corporation, and/or the transfer

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agents, and/or the registrars of its stock against any claims arising in connection therewith.

ARTICLE 6

GENERAL PROVISIONS

Section 6.01.  Fixing the Record Date.  (a)  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.02.  Dividends.  Subject to limitations contained in Delaware Law and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

Section 6.03.  Year.  The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 6.04.  Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words

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“Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 6.05.  Voting of Securities Owned by the Corporation.  The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation or other entity (except this Corporation) in which the Corporation may hold stock or other securities or interests.

Section 6.06.  Amendments.  These Bylaws or any of them, may be made, amended, altered, changed, added to or repealed at any meeting of the Board of Directors or of the stockholders; provided, in the case of a meeting of the stockholders, that notice of the proposed change was given in the notice of the meeting of the stockholders; provided, further, that notwithstanding any provision of law which might otherwise permit a lesser vote of the stockholders, the affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, amend, alter, change, add to or repeal any provision of these Bylaws.

* - * - * - * - * - * - * - * - * - * - * - * - * - * -

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EX-5.1

EXHIBITS 5.1

		New York Menlo Park Washington DC London Paris	Madrid Tokyo Beijing Hong Kong
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4000 tel 212 701 5800 fax

October 13, 2010

First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, Massachusetts  02111

Ladies and Gentlemen:

First Wind Holdings Inc., a Delaware corporation (the “Company”), is filing with the Securities and Exchange Commission a Registration Statement on Form S-1 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 13,800,000 shares of its Class A common stock, par value $0.001 per share (the “Securities”), including 1,800,000 shares subject to the underwriters’ over-allotment option, as described in the Registration Statement.

We, as your counsel, have examined such documents and such matters of fact and law that we have deemed necessary for the purpose of rendering the opinion expressed herein. Based on the foregoing, we advise you that, in our opinion, when the price at which the Securities to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been duly issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the Prospectus which is a part of the Registration Statement, the Securities will be validly issued, fully paid and non-assessable.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and further consent to the reference to our name under the caption “Validity of Common Stock” in the Prospectus which is a part of the Registration Statement.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2009 OMNIBUS AGREEMENT

This 2009 OMNIBUS AGREEMENT (this “Agreement”), dated as of November 25, 2009, is entered into by and among First Wind Energy, LLC (“FWE”), Niagara Wind Power, LLC (“NWP”), New York Wind, LLC (“NYW”), First Wind Acquisition IV, LLC (“FW A IV”), and First Wind Acquisition V, LLC (“FWA V”, and together with FWE, NWP, NYW and FWA IV, collectively, or individually, as applicable, “First Wind”) on the one hand, and Clipper Windpower, Inc. (“CWI”), Clipper Turbine Works, Inc. (“CTW”), and Clipper Fleet Services, Inc. (“CFS” and, together with CWI and CTW, “Clipper”) on the other hand. Each of First Wind and Clipper are sometimes referred to hereafter as a “Party”, or collectively as the “Parties”.

WHEREAS, First Wind Acquisition II, LLC entered into that certain Turbine Supply Agreement (“Steel Winds TSA”) and Warranty Agreement (“Steel Winds Warranty Agreement”) with CTW, each dated as of July 24, 2006, which Steel Winds TSA and Steel Winds Warranty Agreement were assigned by First Wind Acquisition II, LLC to Steel Winds Project LLC pursuant to that Assignment and Assumption Agreement among First Wind Acquisition II, LLC, Steel Winds Project LLC and CTW dated as of September 1, 2006, which Steel Winds TSA and Steel Winds Warranty Agreement were further assigned by Steel Winds Project LLC to NWP in connection with that certain letter dated June 1, 2007 from NWP to Steel Winds Project LLC notifying Steel Winds Project LLC of NWP’s exercise of its option to purchase development assets from Steel Winds Project LLC, and CFS and First Wind O&M, LLC, as successor to UPC New York Wind O&M, LLC (“First Wind O&M”), entered into that certain Turbine Operation, Maintenance and Service Agreement dated as of July 24, 2006 (the “Steel Winds O&M Agreement”, together with the Steel Winds TSA and the Steel Winds Warranty Agreement, collectively referred to herein as the “Steel Winds Project Documents”), all relating to the eight (8) Turbine wind project known as the “Steel Winds Project”.

WHEREAS, CTW and NYW (as successor to First Wind Acquisition III, LLC (“FWA III”)) are parties to that certain Turbine Supply Agreement (“Cohocton TSA”) and Warranty Agreement (“Cohocton Warranty”) relating to the fifty (50) Turbine wind project known as the “Cohocton Project”.

WHEREAS, CTW and FWA V entered into (i) that certain Turbine Supply Agreement (“2009 TSA”) and Warranty Agreement (“2009 Warranty”) relating to the purchase of thirty five (35) turbines, (ii) that certain Turbine Supply Agreement (“2010 TSA”) and Warranty Agreement (“2010 Warranty”) relating to the purchase of eighty (80) turbines, (iii) that certain Turbine Supply Agreement (“2011 TSA”) and Warranty Agreement (“2011 Warranty”) relating to the purchase of forty (40) turbines, (iv) that certain Turbine Supply Agreement (“2012 TSA”) and Warranty Agreement (“2012 Warranty”) relating to the purchase of fifty (50) turbines and (v) that certain Turbine Supply Agreement (“2013 TSA”) and Warranty Agreement (“2013 Warranty” and together with the Cohocton Warranty, the 2009 Warranty, the 2010 Warranty, the 2011 Warranty and the 2012 Warranty, the “Warranty Agreements”) relating to the purchase of sixty (60) turbines.

WHEREAS, the Steel Winds Project Documents, the Cohocton TSA, the Warranty Agreements, the 2009 TSA, the 2010 TSA, the 2011 TSA, the 2012 TSA, the 2013 TSA, each as amended to date, shall be referred to herein as the “Project Documents”.

WHEREAS, on December 31, 2007, Clipper and FWE, NWP, First Wind O&M, FWA III and FWA IV entered into that certain Settlement and Release Agreement (the “December 2007 Agreement”), on March 24, 2008, Clipper and FWE, NWP, First Wind O&M, FWA III, FWA IV, FWA V, Canandaigua Power Partners, LLC and Canadaigua Power Partners II, LLC entered into that certain Agreement (the “March 2008 Agreement”), and on December 30, 2008, Clipper and FWE, NWP, FWA III, FWA IV and FWA V entered into that certain Omnibus Agreement (the “2008 Omnibus Agreement”, and together with the December 2007 Agreement and the March 2008 Agreement, the “Settlement Agreements”).

WHEREAS, the Parties desire to enter into the following agreements with respect to the Settlement Agreements, the Project Documents and the Projects.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I

PAYMENTS

1.1           Agreements Regarding 2009 TSA Payment Obligations.

(a)           2009 TSA (Hawaii Turbines).  FWA V and CTW have been in discussions with respect to twelve (12) Turbines (as defined in the 2009 TSA) contemplated to be delivered with respect to a First Wind project to be located in Oahu, Hawaii (the “Hawaii Turbines”). As set forth in the new Payment Schedule to the 2009 TSA attached hereto in Schedule I, FWA V shall, subject to Section 3.1 herein with respect to the execution and delivery of the ***** (as defined below) into escrow, pay to CTW ***** ($*****) on December 4, 2009 (the “Contingent Hawaii Turbine Payment”) which payment shall be applied to the Hawaii Turbines only. Subject to Section 3.1 herein, the balance of the payments owing with respect to the Hawaii Turbines after the Contingent Hawaii Turbine Payment is made in the amount of ***** ($*****), plus any amounts applicable to additional equipment options ordered by FWA V (the “Remaining Hawaii Turbine Payments”) shall be due and payable to Clipper on March 15, 2010.

(b)           2009 TSA (Non-Hawaii Turbines).  With respect to the other twenty-three (23) Turbines (as defined in the 2009 TSA) subject to the 2009 TSA (the “Non-Hawaii Turbines”), as set forth in the new Payment Schedule to the 2009 TSA attached hereto in Schedule I, FWA V’s next payment to CTW in the amount of ***** ($*****) with respect to the Non-Hawaii Turbines, shall be due on February 15, 2011.

1.2           2010 TSA.

(a)           In the event that Clipper fails to refund to First Wind ***** ($*****) (the “Refund Amount”), if required pursuant to Section 2.4(c) of the 2008 Omnibus Agreement, on or before January 10, 2011 (the “Refund Default”), Clipper agrees that the Later Turbines Payment shall be reduced by

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the amount of the unpaid Refund Amount, and, pursuant to Section 2.4(c) of the 2008 Omnibus Agreement, the 2010 TSA shall terminate without any further action of the parties thereto.

(b)           The Payment Schedule to the 2010 TSA is hereby amended and replaced with the new applicable Payment Schedule for the 2010 TSA as set forth in Schedule I. As set forth in the new Payment Schedule to the 2010 TSA, FWA V’s next payment to CTW under the 2010 TSA in the amount of ***** ($*****) shall be due on January 15, 2011.

1.3           Project Turbine Availability Warranty Payments and Other Payments.

(a)           Steel Winds Project.  The Parties agree that the full amount of the Turbine Availability Warranty Payments payable by CTW to NWP under the Steel Winds Warranty Agreement (i) for the Warranty Period Year ended May 31, 2008 the remaining payment is ***** (the “Remaining 2008 Warranty Payment”, together with the Warranty Pre-Payment, the “2008 Warranty Payment”) and (ii) for the Warranty Period Year ended May 31, 2009 is $***** (the “2009 Warranty Payment”). The Remaining 2008 Warranty Payment and the 2009 Warranty Payment shall be paid by CTW to NWP on March 10, 2010. In the event that such amounts are not paid by CTW to NWP, the Parties agree that FWA V may offset such amounts against the amounts payable by FWA V to CTW on March 15, 2010 set forth in the Payment Schedule to the 2009 TSA attached hereto in Schedule I. First Wind acknowledges that it has received to date $***** (the “Warranty Pre-Payment”) of the Turbine Availability Warranty Payment applicable to the Warranty Period Year ended May 31, 2008. Furthermore, the Parties agree that pursuant Section 1.3(b) of the 2008 Omnibus Agreement only $***** of the 2008 Warranty Payment shall be deemed to have been made for purposes of calculating the limitations of liability with respect to the Turbine Availability Warranty Payments and the aggregate amount of liquidated damages payable under Section 7.2 of the Steel Winds Warranty Agreement.

(b)           Cohocton Project.  The Parties agree that the full amount of the Turbine Availability Warranty Payments payable by CTW to NYW under the Cohocton Warranty for the first six months of the current Warranty Period Year is ***** ($*****) (the “First Half Warranty Payments”). The First Half Warranty Payments, as well as any undisputed additional Turbine Availability Warranty Payment amounts payable under the Cohocton Warranty for the last six months of this current Warranty Period Year, shall be paid by CTW to NYW on March 10, 2010. In the event that such amounts are not paid by CTW to NYW, the Parties agree that FWA V may offset such amounts against the amounts payable by FWA V to CTW on March 15, 2010 set forth in the Payment Schedule to the 2009 TSA attached hereto in Schedule I.

1.4           2011 TSA, 2012 TSA and 2013 TSA.

(a)           With respect to the ***** ($*****) in the aggregate already paid through the date of this Agreement by FWA V under the 2011 TSA, the 2012 TSA and the 2013 TSA (the “Prior Payments”), the Parties agree that such Prior Payments shall be re-allocated such that two-thirds of the Prior Payments shall be allocated with respect to all forty (40) of the Turbines under the 2011 TSA

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and with respect to thirty-five (35) of the Turbines under the 2012 TSA, on a pro rata basis. The remaining one-third of the Prior Payments shall be allocated to fifteen (15) Turbines under the 2012 TSA and to all sixty (60) Turbines under the 2013 TSA, on pro rata basis. The Payment Schedules to the 2011 TSA, the 2012 TSA and the 2013 TSA are hereby amended and replaced with the new applicable Payment Schedule reflecting the reallocation of payments described in this Section 1.4(a) as set forth in Schedule I.

(b)           The Parties agree that upon request from Clipper, the 2009 TSA, the 2010 TSA, the 2011 TSA, the 2012 TSA, the 2013 TSA and the Turbine Supply Agreement relating to the sixteen (16) Turbine project entered into between CTW and FWA IV (the “Sheffield TSA”), shall be amended (or amended and restated, as may be agreed upon by the Parties) by removing the commissioning and completion obligations of Clipper (and the corresponding milestone payment obligations of First Wind) from such Project Documents and separate commissioning services agreements, in form and substance reasonably satisfactory to the Parties, shall be executed with respect to the applicable Project Documents. The Purchase Price and Payment Schedules under each applicable Project Document shall be adjusted accordingly and such prices and payments shall be reflected in the commissioning services agreement entered into with respect to such Project Document.

(c)           Subject to Section 1.2(a) above, on January 15, 2011, First Wind shall make a payment of ***** (the “Later Turbines Payment”) to Clipper in respect of the 2011 TSA, the 2012 TSA and the 2013 TSA (collectively, the “Later TSAs”). Such payment shall be applied pro rata to each such Project Document as reflected in the Payment Schedules for each such Project Document set forth in Schedule I such that two-thirds of the Later Turbines Payments shall be allocated with respect to all forty (40) of the Turbines to be delivered under the 2011 TSA and with respect to the first thirty-five (35) of the Turbines under the 2012 TSA scheduled to be delivered, on a pro rata basis. The remaining one-third of the Later Turbines Payments shall be allocated to the last fifteen (15) Turbines to be delivered under the 2012 TSA and to all sixty (60) Turbines to be delivered under the 2013 TSA, on a pro rata basis.

1.5           Turbine Payments.  Each Payment Schedule to the 2009 TSA, the 2010 TSA, the 2011 TSA, the 2012 TSA and the 2013 TSA is hereby amended and replaced with the new applicable Payment Schedule for such Project Document set forth in Schedule I. The payments contemplated in Schedule I are required to be made by First Wind only upon the satisfaction of the relevant milestones and in accordance with the terms and conditions set forth in each applicable Project Document.

ARTICLE II

PROJECT DOCUMENT AND PROJECT OBLIGATIONS

2.1           ***** through December 31, 2010. Notwithstanding the right of First Wind under the applicable Project Documents ***** pursuant to the terms of such Project Documents (e.g., pursuant to Section 14.6 of the 2009 TSA and Exhibit G thereto), First Wind agrees that it shall not exercise any such rights under any Project Document on or before December 31, 2010; provided, that, the parties acknowledge and agree that this prohibition on the exercise of rights under the applicable

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***** provisions under the Project Documents does not affect the parties’ remaining rights and obligations under the applicable Project Documents.. After December 31, 2010, First Wind shall have the right to exercise the ***** provisions set forth in Section 14.6 or 14.7 (including the application of Exhibit G *****, as applicable, in each applicable Project Document) taking into account the new Delivery Schedule for the Turbines under each applicable Project Schedule set forth in Schedule II.

2.2           2009 TSA.  The Delivery Schedule set forth in Exhibit L to the 2009 TSA is hereby amended and replaced with the new Delivery Schedule for the 2009 TSA set forth in Schedule II..

2.3           2010 TSA.  After December 31, 2010 and on or before January 15, 2011, First Wind shall have the right to ***** the purchase of any Turbine pursuant to Section 14.6  of the 2010 TSA, and no further ***** shall be required in connection with an exercise of such *****.  In the event that First Wind does not exercise its ***** pursuant to Section 14.6  of the 2010 TSA prior to January 15, 2011, First Wind and Clipper shall agree upon the Delivery Schedule with respect to the Turbines under the 2010 TSA based upon the delivery periods then available as provided by Clipper.  Upon the agreement between the Parties with respect to the Delivery Schedule for the Turbines under the 2010 TSA, the milestone payment due dates in the Payment Schedule for the 2010 TSA shall be adjusted accordingly, if required.

2.4           2011 TSA, 2012 TSA and 2013 TSA.

(a)           The Delivery Schedule set forth in Exhibit L to each of the 2011 TSA, the 2012 TSA and the 2013 TSA is hereby amended and replaced with the new Delivery Schedule applicable to each respective Project Document set forth in Schedule II.

(b)           The ***** set forth in Exhibit G to each of the 2011 TSA, the 2012 TSA and the 2013 TSA is hereby, upon the payment of the Later Turbines Payment (including payment of such amount taking into account the reduction of the Refund Amount pursuant to Section 1.2(b)), amended as follows: (i) no further ***** shall be required in connection with an exercise of the ***** pursuant to Section 14.7 of the applicable Later TSA up until twelve (12) months prior to the first date of Delivery of the first Major Turbine Component (as compared to ***** for the period between fifteen (15) and twelve (12) months prior to the first date of Delivery of the first Major Turbine Component (as set forth in the ***** prior to this amendment)) and (ii) no further ***** shall be required in connection with an exercise of the ***** pursuant to Section 14.7 of the 2011 TSA until January 15, 2011.

ARTICLE III

ADDITIONAL AGREEMENTS

3.1           Condition Precedent to Hawaii Turbine Payments.  If a Strategic Investment (as defined in Schedule III attached hereto) in Clipper has not been announced by December 4, 2009, *****, CWI shall have deposited into escrow with a

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mutually acceptable escrow agent (the “Escrow Agent”) the following: ***** For each day after December 4, 2009 that the ***** has not been placed into escrow, FWA V’s obligation *****.  FWA V shall ***** on the day immediately following the day the ***** is placed in escrow.  For the avoidance of doubt, Clipper’s obligation to Deliver the Hawaii Turbines shall not be excused or delayed as a result of Clipper’s delay in making an announcement of the Strategic Investment or a delay in the delivery into escrow of the ***** *****, in each case by December 4, 2009.

3.2           Release of *****.  The escrow agreement governing the maintenance and release of ***** shall provide for the release of the ***** pursuant to the terms set forth on Schedule IV attached hereto (subject to requirements of the Escrow Agent).

3.3           Termination of Agreement.  In the event that (a) the ***** is not finalized and deposited with the Escrow Agent and (b) the ***** is not made, in each case, on or before December 10, 2009, provided that Clipper has provided written confirmation reasonably satisfactory to First Wind providing First Wind (i) ***** and (ii) the right to defer the *****, in each case, through December 17, 2009 (and with at least 7 days to ***** and defer ***** after the receipt of such written confirmation),*****

3.4           Payment Schedules and Delivery Schedules.  The Parties agree that the Payment Schedule and Delivery Schedule attached to this Agreement shall be revised to be consistent with the format of such schedules (the “Revised Schedules”) as previously set forth in the applicable Project Documents.  Clipper shall use commercially reasonable efforts to provide to First Wind the Revised Schedules within 15 days after the execution of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1           Representations of all Parties.  Each Party represents and warrants to the other Parties that (a) such Party is an organization duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in each jurisdiction it is required to be by applicable law, (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Party and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of such Party

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or any other party to any other agreement with such Party other than any consents already obtained, (c) this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency or other similar laws relating to the rights of creditors, or by general principles of equity, and (d) no governmental authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any governmental authority is required on the part of such Party in connection with the execution, delivery or performance of this Agreement.

ARTICLE V

MISCELLANEOUS

5.1           Entire Agreement; Defined Terms.  This Agreement contains the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements and understandings relating to the subject matter hereof.  Any terms not otherwise defined in this Agreement shall have the meaning as defined in the Project Documents.  Except as amended hereby, all the terms and conditions in all Project Documents shall remain in full force and effect.  Each Party agrees to keep the terms and provisions of this Agreement and all materials and information that each Party receives pursuant hereto or in connection herewith in the strictest confidence and not to disclose any of the foregoing to any party other than the respective lenders, investors, potential lenders or investors, attorneys, accountants, affiliates, officers and directors of each Party or as such Party may be required by law, court order or in any litigation to disclose.

5.2           No Third Party Beneficiary.  This Agreement is made for the sole benefit of the Parties hereto and their respective successors, executors and permitted assigns, and nothing contained herein, express or implied, is intended to or shall confer upon any other person any third-party  beneficiary right or any other legal or equitable rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

5.3           Governing Law.  This Agreement will be governed by and construed and interpreted in accordance with the substantive laws of the State of New York, without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the laws of a jurisdiction other than New York.

5.4           Neutral Construction.  The Parties hereto agree that this Agreement was negotiated fairly between them at arms’ length and that the final terms of this Agreement are the product of the Parties’ negotiations.  Each party represents and warrants that it has sought and received legal counsel of its own choosing with regard to the contents of this Agreement and the rights and obligations affected hereby.  The Parties hereto agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that no provisions of this Agreement should be construed against either party on the grounds that such party drafted or was more responsible for drafting such provision.

5.5           Severability.  In the event that any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability

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shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction, provided that any such reform or construction does not affect the economic or legal substance of the transactions contemplated hereby in a manner adverse to any party.

5.6           Heading; Construction.  The descriptive headings of the Articles and Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

5.7           Expenses.  Each party shall be responsible for the payment of its own costs and expenses (including reasonable attorneys’ fees) in connection with the preparation, execution and delivery of this Agreement.  Nevertheless, in any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to payment of its reasonable costs and expenses (including reasonable attorneys’ fees).

5.8           Counterparts.  This Agreement may be executed in one or more counterparts for the convenience of the Parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument.  This Agreement shall be effective upon delivery of original signature pages or facsimile or electronic mail copies thereof.

5.9           Further Actions.  Upon the terms and subject to the conditions set forth in this Agreement, the Parties hereto shall each use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties hereto in doing, all things necessary, proper or advisable under applicable laws to consummate the transactions contemplated hereby.  First Wind and Clipper shall, from time to time after the delivery and execution of this Agreement, at the request of either Party, execute and deliver stand-alone agreements or amendments as the requesting Party may reasonably request to evidence the agreement or agreements made under this Agreement with respect to a particular Project Document or particular Project Documents.  In connection with, and promptly following the execution of, this Agreement, the parties have agreed to execute the following stand-alone amendments: an amendment to the Sheffield TSA and to the turbine supply agreement applicable to the six turbines delivered for the Milford wind project and planned for installation during 2010, to provide for separate commissioning obligations.

5.10         Dispute Resolution.  Any controversy, claim or dispute between the Parties arising out of or related to this Agreement which cannot be settled amicably by the Parties, shall be submitted for binding arbitration in accordance with the provisions contained herein and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“Rules”). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  The arbitrator shall determine all questions of fact and law relating to any controversy, claim or dispute hereunder, including but not limited to whether or not any such controversy, claim or dispute is subject to the arbitration provisions contained herein.  Any Party desiring arbitration shall serve on the other Party and the New York Office of the American Arbitration Association, in accordance with the Rules, its Notice of Intent to Arbitrate (“Notice”). The Parties shall agree on an arbitrator, and if the Parties cannot agree upon an

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arbitrator within ten (10) days after the date of the Notice, the arbitrator shall be selected in accordance with the Rules. The arbitration proceedings are hereby declared to be self-executing, and it shall not be necessary to petition a court to compel arbitration. All arbitration proceedings shall be held in New York, New York. The Parties agree to bear their own costs associated with any required travel to and from New York. Notice of the demand for arbitration shall be filed in writing with the other Party to this Agreement and with the American Arbitration Association. The demand for arbitration shall be made within a reasonable time after the controversy, claim or dispute has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CLIPPER TURBINE WORKS, INC.		CLIPPER FLEET SERVICES, INC.
By:	/s/ Robert Gates	By:	/s/ Robert Gates
Name:	Robert Gates	Name:	Robert Gates
Title:	Senior Vice President	Title:	Senior Vice President
CLIPPER WINDPOWER, INC.
By:	/s/ Robert Gates
Name:	Robert Gates
Title:	Senior Vice President

[Signature Page to Agreement]

NEW YORK WIND, LLC		FIRST WIND ACQUISITION IV, LLC
By:	/s/ Michael Alvarez	By:	/s/ Michael Alvarez
Name:	Michael Alvarez	Name:	Michael Alvarez
Title:	Vice President	Title:	: Vice President
FIRST WIND ACQUISITION V, LLC		FIRST WIND ENERGY, LLC
By:	/s/ Michael Alvarez	By:	/s/ Michael Alvarez
Name:	Michael Alvarez	Name:	Michael Alvarez
Title:	Vice President	Title:	Vice President
		NIAGARA WIND POWER, LLC
		By:	/s/ Michael Alvarez
		Name:	Michael Alvarez
		Title:	Vice President

[Signature Page to Agreement]

Schedule I

PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2009 Hawaii Turbines - C96	12	$	*****

Milestone	Approximate Months prior to Delivery of first Major Turbine Component	Payment Due Date	% of Purchase Price	Cumulative % of Purchase Price	Payment Amount (thousands)
Down Payment		December 31, 2007	*****	*****	$	*****
Progress Payment #1		March 14, 2008	*****	*****	$	*****
Progress Payment #2	12	June 13, 2008	*****	*****	$	*****
Progress Payment #3	6	December 4, 2009	*****	*****	$	*****
Progress Payment #4	6	December 4, 2009	*****	*****	$	*****
Progress Payment #5		March 15, 2010	*****	*****	$	*****	Calendar Date Payment per Section 1.1 (a) of 2009 Omnibus Agreement
Progress Payment #6 - *****		August 9, 2010	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #7 - *****		July 5, 2010	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

EXHIBIT B2
PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2009 Non-Hawaii Turbines - C96	23	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

Milestone	Approximate Months prior to Delivery of first Major Turbine Component	Payment Due Date	% of Purchase Price	Cumulative % of Purchase Price	Payment Amount (thousands)
Down Payment		December 31, 2007	*****	*****	$	*****
Progress Payment #1		March 14, 2008	*****	*****	$	*****
Progress Payment #2		June 13, 2008	*****	*****	$	*****
Progress Payment #3		February 15, 2011	*****	*****	$	*****	Calendar Date Payment per Section 1.1 (b) of 2009 Omnibus Agreement
Progress Payment #4 - *****		September 19, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #5 - *****		November 28, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #6 - *****		January 2, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

PAYMENT SCHEDULE

2010 TSA Turbines - C96

Deliveries shown in March of following year for illustration purposes only;

Actual Delivery Schedule subject to “*****” per Section 2.4 (b) of 2008 Omnibus Agreement:

2011A Turbines: ***** after “*****”

2012A Turbines: ***** after “*****”

2011A Turbines: ***** after “*****”

Delivery Schedule subject to available Delivery periods as provided by Clipper per Section 2.3 of 2009 Omnibus Agreement; Payment Schedules to be shifted accordingly

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2011A Turbines - C96	40	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

	Approximate
	Months prior to
	Delivery of first		% of
	Major Turbine		Purchase	Cumulative % of	Payment Amount
Milestone	Component	Payment Due Date	Price	Purchase Price	(thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		Paid	*****	*****	$	*****
Progress Payment #2		Paid	*****	*****	$	*****
Progress Payment #3		Paid	*****	*****	$	*****
Additional Credit		Paid	*****	*****	$	*****
Progress Payment #4		January 15, 2011	*****	*****	$	*****	Calendar Date Payment per Section 1.2 (b) of 2009 Omnibus Agreement
Progress Payment #5	6	September 12, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 6 months prio to Delivery of first Major Turbine Component
Progress Payment #6 - *****		March 12, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone; Delivery of First Major Turbine Component ***** “*****” as per Section 2.4 (b) of 2008 Omnibus Agreement
Progress Payment #7 - *****		May 21, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #8 - *****		June 25, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2012A Turbines - C96	30	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

	Approximate
	Months prior to
	Delivery of first		% of
	Major Turbine		Purchase	Cumulative % of	Payment Amount
Milestone	Component	Payment Due Date	Price	Purchase Price	(thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		Paid	*****	*****	$	*****
Progress Payment #2		Paid	*****	*****	$	*****
Additional Credit		Paid	*****	*****	$	*****
Progress Payment #3	12	March 18, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 12 months prio to Delivery of first Major Turbine Component
Progress Payment #4	6	September 18, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 6 months prio to Delivery of first Major Turbine Component
Progress Payment #5 - *****		March 18, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone; Delivery of First Major Turbine Component ***** after “*****” as per Section 2.4 (b) of 2008 Omnibus Agreement
Progress Payment #7 - *****		May 27, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #7 - *****		July 1, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2013A Turbines - C96	10	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

Milestone	Approximate Months prior to Delivery of first Major Turbine Component	Payment Due Date	% of Purchase Price	Cumulative % of Purchase Price	Payment Amount (thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		Paid	*****	*****	$	*****
Progress Payment #2		Paid	*****	*****	$	*****
Progress Payment #3	12	March 17, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 12 months prior to Delivery of first Major Turbine Component
Progress Payment #4	6	September 17, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 6 months prior to Delivery of first Major Turbine Component
Progress Payment #5 - *****		March 17, 2014	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone; Delivery of First Major Turbine Component ***** after “*****” as per Section 2.4 (b) of 2008 Omnibus Agreement
Progress Payment #6 - *****		May 26, 2014	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #7 - *****		June 30, 2014	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
			*****		$	*****

Notes

*****

PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2011 Turbines - C96	10	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

Milestone	Approximate Months prior to Delivery of first Major Turbine Component	Payment Due Date	% of Purchase Price	Cumulative % of Purchase Price	Payment Amount (thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		January 15, 2011	*****	*****	$	*****
Progress Payment #2		January 15, 2011	*****	*****	$	*****
Progress Payment #3	6	February 28, 2011	*****	*****	$	*****
Progress Payment #4 - *****		August 29, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #5 - *****		November 7, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #6 - *****		December 12, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2012 Turbines - C96	20	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

	Approximate
	Months prior to
	Delivery of first		% of
	Major Turbine		Purchase	Cumulative % of	Payment Amount
Milestone	Component	Payment Due Date	Price	Purchase Price	(thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		January 15, 2011	*****	*****	$	*****
Progress Payment #2	12	August 27, 2011	*****	*****	$	*****
Progress Payment #3	6	February 27, 2012	*****	*****	$	*****
Progress Payment #4 - *****		August 27, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #5 - *****		November 5, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #6 - *****		December 10, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

*****

*****

PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2013 Turbines - C96	20	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

	Approximate
	Months prior to
	Delivery of first		% of
	Major Turbine		Purchase	Cumulative % of	Payment Amount
Milestone	Component	Payment Due Date	Price	Purchase Price	(thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		January 15, 2011	*****	*****	$	*****
Progress Payment #2	12	September 2, 2012	*****	*****	$	*****
Progress Payment #3	6	March 2, 2013	*****	*****	$	*****
Progress Payment #6 - *****		September 2, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #7 - *****		November 11, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #8 - *****		December 16, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

*****

*****

Schedule II

Schedules below assume standard C96, 80m tower unless by modified by Change Order

First Wind - 2009 Hawaii Component Availability Schedule - 12 Turbines

12 total: 3 per week, weeks 23 through week 26 of 2010

	Mar-10				April				May					June				July					August					September
Week #	10	11	12	13	14	15	16	17	18	19	20	21	22	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40
Date	3/1	3/8	3/15	3/22	3/29	4/5	4/12	4/19	4/26	5/3	5/10	5/17	5/24	5/31	6/7	6/14	6/21	6/28	7/5	7/12	7/19	7/26	8/2	8/9	8/16	8/23	8/30	9/6	9/13	9/20	9/27
Deliveries per Week														3	3	3	3

First Wind - 2009 Non-Hawaii Component Availability Schedule - 23 Turbines

23 total: 3 per week, weeks 36 through week 43 of 2011

	Jun-11				Jul-11				Aug-11					Sep-11				Oct-11					Nov-11					Dec-11
Week #	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53
Date	5/30	6/6	6/13	6/20	6/27	7/4	7/11	7/18	7/25	8/1	8/8	8/15	8/22	8/29	9/5	9/12	9/19	9/26	10/3	10/10	10/17	10/24	10/31	11/7	11/14	11/21	11/28	12/5	12/12	12/19	12/26
Deliveries per Week																	3	3	3	3	3	3	3	2

First Wind - 2010 deferred to 2011-2013 Component Availability Schedule (further described in 2.4 of 2008 Omnibus Agreement) - 80 Turbines

2011A Turbines - 40 Total

Delivery of First Major Turbine Component *****” as per Section 2.4 (b) of 2008 Omnibus Agreement

Subject to available Delivery periods as provided by Clipper per Section 2.3 of 2009 Omnibus Agreement

2012A Turbines - 30 Total

Delivery of First Major Turbine Component *****” as per Section 2.4 (b) of 2008 Omnibus Agreement

Subject to available Delivery periods as provided by Clipper per Section 2.3 of 2009 Omnibus Agreement

2013A Turbines - 10 Total

Delivery of First Major Turbine Component *****” as per Section 2.4 (b) of 2008 Omnibus Agreement

Subject to available Delivery periods as provided by Clipper per Section 2.3 of 2009 Omnibus Agreement

First Wind - 2011 Component Availability Schedule - 10 Turbines

10 total; 4 per week starting week 36 through week 38 of 2011

	Jun-11				Jul-11				Aug-11					Sep-11				Oct-11					Nov-11					Dec-11
Week #	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53
Date	5/30	6/6	6/13	6/20	6/27	7/4	7/11	7/18	7/25	8/1	8/8	8/15	8/22	8/29	9/5	9/12	9/19	9/26	10/3	10/10	10/17	10/24	10/31	11/7	11/14	11/21	11/28	12/5	12/12	12/19	12/26
Deliveries per Week														4	4	2

First Wind - 2012 Component Availability Schedule - 20 Turbines

20 total; 4 per week starting week 36 through week 40 of 2012

	Jun-12				Jul-12				Aug-12					Sep-12				Oct-12					Nov-12					Dec-12
Week #	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53
Date	5/28	6/4	6/11	6/18	6/25	7/2	7/9	7/16	7/23	7/30	8/6	8/13	8/20	8/27	9/3	9/10	9/17	9/24	10/1	10/8	10/15	10/22	10/29	11/5	11/12	11/19	11/26	12/3	12/10	12/17	12/24
Deliveries per Week														4	4	4	4	4

First Wind - 2013 Component Availability Schedule - 20 Turbines

20 total; 4 per week starting week 36 until week 40 of 2013

	Jun-13				Jul-13				Aug-13					Sep-13				Oct-13					Nov-13					Dec-13
Week #	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53
Date	6/3	6/10	6/17	6/24	7/1	7/8	7/15	7/22	7/29	8/5	8/12	8/19	8/26	9/2	9/9	9/16	9/23	9/30	10/7	10/14	10/21	10/28	11/4	11/11	11/18	11/25	12/2	12/9	12/16	12/23	12/30
Deliveries per Week														4	4	4	4	4

First Wind - 2014 Component Availability Schedule - 50 Turbines

50 total; 4 per week starting week 36 through week 48 of 2014

	Jun-14				Jul-14				Aug-14					Sep-14				Oct-14					Nov-14					Dec-14
Week #	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53
Date	6/2	6/9	6/16	6/23	6/30	7/7	7/14	7/21	7/28	8/4	8/11	8/18	8/25	9/1	9/8	9/15	9/22	9/29	10/6	10/13	10/20	10/27	11/3	11/10	11/17	11/24	12/1	12/8	12/15	12/22	12/29
Deliveries per Week														4	4	4	4	4	4	4	4	4	4	4	4	2

First Wind - 2015 Component Availability Schedule - 50 Turbines

50 total; 4 per week starting week 36 until week 48 of 2015

	Jun-15				Jul-15				Aug-15					Sep-15				Oct-15					Nov-15					Dec-15
Week #	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53
Date	6/1	6/8	6/15	6/22	6/29	7/6	7/13	7/20	7/27	8/3	8/10	8/17	8/24	8/31	9/7	9/14	9/21	9/28	10/5	10/12	10/19	10/26	11/2	11/9	11/16	11/23	11/30	12/7	12/14	12/21	12/28
Deliveries per Week														4	4	4	4	4	4	4	4	4	4	4	4	2

1

Schedule III

Strategic Investment

A “Strategic Investment” shall include any of the following:

*****

Schedule IV

Escrow Instructions

1. Upon the occurrence at any time of any one of the following (collectively, the “Release Events”), the Escrow Agent shall release the ***** and the ***** to Clipper:

(a) receipt by the Escrow Agent of an announcement by Clipper of a Strategic Investment, or

(b) confirmation received by the Escrow Agent from Clipper of Clipper’s ***** to First Wind of at least ***** Million Dollars, or at least ***** Million Dollars if the ***** Turbine Payments have been paid by First Wind to Clipper, of paid components or paid purchase orders for components, or work in progress with respect to the ***** Turbines (such ***** to be in form and substance reasonably satisfactory to First Wind, and to provide for the use by Clipper of all such components in connection with Clipper’s Delivery to First Wind of the ***** Turbines), or

(c) (i) the payment by Clipper to the Escrow Agent of the amount of the ***** Turbine Payment, and if paid by First Wind to Clipper, the ***** Turbine Payments (for payment to First Wind upon ***** to Clipper), (ii) confirmation received by the Escrow Agent from Clipper of Clipper’s agreement with First Wind to pay to First Wind any and all other amounts paid by First Wind to Clipper for the purchase of the ***** Turbines within thirty (30) days following the release of the ***** to Clipper (and in the event that Clipper does not pay to First Wind the amounts contemplated in this clause (c), First Wind shall have the right to offset such amounts under clause (ii) not paid by Clipper against any payment obligation under any *****), and (iii) confirmation received by the Escrow Agent from Clipper of the release by Clipper of all obligations of First Wind related to the purchase of the ***** Turbines under the 2009 TSA, or

(d) confirmation received by the Escrow Agent from Clipper of the issuance of a guarantee, in form and substance reasonably satisfactory to First Wind, by a company with a BBB- (S&P) or Baa3 (Moody’s) rating in favor of First Wind that secures the delivery of the ***** Turbines no later than 60 days following the last delivery date applicable to the ***** Turbines as set forth in the applicable *****.

(e) confirmation received by the Escrow Agent from Clipper of the Delivery of the ***** Turbines to First Wind, or

(f) confirmation received by the Escrow Agent from Clipper that payment of the ***** Turbine Payment was not made by First Wind to Clipper within five (5) calendar days following the date that the ***** was deposited into escrow.

2. If one of the Release Events has not occurred on or before December 31, 2010, the Escrow Agent shall release the ***** to First Wind. *****.

3. The escrow agreement shall allow for litigation as the means of dispute resolution with respect to any disputes thereunder.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”).  A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Execution Copy

TURBINE SUPPLY AGREEMENT

BY AND BETWEEN

UPC WIND ACQUISITION V, LLC

AND

CLIPPER TURBINE WORKS, INC.

TABLE OF CONTENTS

ARTICLE 1	DEFINITIONS AND RULES OF INTERPRETATION	1
1.1	Definitions	1
1.2	Rules of Interpretation	1
ARTICLE 2	SUPPLY AND OTHER OBLIGATIONS OF SUPPLIER	2
2.1	Supply and Commissioning Obligations	2
2.2	Permits; Governmental Requirements	3
2.3	Purchaser’s Right to Inspect	3
2.4	Subcontractors	3
2.5	Safety	4
2.6	Independent Contractor	4
ARTICLE 3	PURCHASE PRICE AND PAYMENT	4
3.1	Purchase Price	4
3.2	Taxes	4
3.3	Progress Payments	4
3.4	Punch List Retainage	5
3.5	Purchaser’s Credit Support	5
3.6	Warranty Agreement	5
3.7	Operations and Maintenance Service Agreement	5
ARTICLE 4	DUTIES AND OBLIGATIONS OF PURCHASER	5
4.1	Purchaser’s Obligations	5
4.2	Cooperation with Supplier; Purchaser’s Representative	7
4.3	Permits; Governmental Requirements	7
4.4	Safety	7
4.5	Intellectual Property Rights: Licenses and Obligations	7
4.6	Transfer	9
4.7	Access to Information	9
ARTICLE 5	COMMENCEMENT, DELIVERY AND SHIPMENT	9
5.1	Commencement	9
5.2	Shipping Arrangements	10
5.3	Delivery Schedule	10
5.4	Designated Delivery Locations	10
5.5	Delay Delivery Damages	10
ARTICLE 6	FINAL ASSEMBLY WORK, INSTALLATION WORK, COMMISSIONING WORK AND PROJECT COMPLETION	11
6.1	Final Assembly Work and Turbine Installation	11
6.2	Commissioning	11
6.3	Project Completion	12
6.4	Purchaser Delays	12

i

TABLE OF CONTENTS

(continued)

ARTICLE 7	FORCE MAJEURE EVENTS	12
7.1	Excused Performance	12
ARTICLE 8	CHANGE ORDERS	13
8.1	Change Order	13
8.2	Change Order Process	13
8.3	No Change	13
8.4	Scope Changes Caused by a Force Majeure Event	14
8.5	Scope Changes Caused by Events within the Control of Purchaser	14
ARTICLE 9	LIMITATION OF LIABILITY	14
9.1	Supplier Not Responsible for Purchaser’s Work	14
9.2	Overall Limitation of Liability	14
9.3	Consequential Damages	15
ARTICLE 10	TITLE AND RISK OF LOSS; INSURANCE	15
10.1	Title to Supply Items	15
10.2	Risk of Loss	15
10.3	Insurance	15
ARTICLE 11	REPRESENTATIONS AND WARRANTIES OF SUPPLIER	19
11.1	Due Organization; Good Standing	19
11.2	Due Authorization	19
11.3	Execution and Delivery	19
11.4	Governmental Approvals	19
11.5	Supply Items; Services	20
ARTICLE 12	REPRESENTATIONS AND WARRANTIES OF PURCHASER	20
12.1	Due Organization; Good Standing; Qualified To Do Business	20
12.2	Due Authorization	20
12.3	Execution and Delivery	20
12.4	Governmental Approvals	20
12.5	Project Site	20
ARTICLE 13	MUTUAL INDEMNITY	21
13.1	Mutual Indemnity	21
ARTICLE 14	DEFAULT; CURE; REMEDIES	21
14.1	Default by Supplier	21
14.2	Purchaser’s Remedies	21
14.3	Default by Purchaser	22
14.4	Supplier’s Remedies	22
14.5	Cancellation Due to a Force Majeure Event	22
14.6	Surviving Obligations	23

ii

TABLE OF CONTENTS

(continued)

ARTICLE 15	DISPUTE RESOLUTION	23
15.1	Procedure	23
15.2	Qualifications of Arbitrators; Expenses	26
15.3	Performance During Dispute	26
15.4	Consolidation	26
15.5	Language	26
ARTICLE 16	GENERAL PROVISIONS	26
16.1	Waiver	26
16.2	Successors and Assigns	26
16.3	Permitted Assignments	26
16.4	Notices	27
16.5	Governing Law	28
16.6	Amendments	28
16.7	Attachments Incorporated	28
16.8	Entire Agreement	28
16.9	Confidentiality	28
16.10	Counterparts	29
16.11	English Language Documents	29
16.12	Severability	29
16.13	Headings	29
16.14	Agreement Revisions	29

iii

Exhibits

Appendix I	Definitions
Exhibit A	Ancillary Parts and Equipment
Exhibit B	Payment Schedule
Exhibit C	Spare Parts
Exhibit D	Turbine Installation Manual
Exhibit E	Foundation Loads Document
Exhibit F	Turbine Component Storage Requirements
Exhibit G	Termination Schedule
Exhibit H	Supplier’s Major Turbine Component Suppliers
Exhibit I	Supplier Account
Exhibit J	Guaranty
Exhibit K	Transferee Agreement and Acknowledgment
Exhibit L	Delivery Schedule
Exhibit M	Commissioning Certificate
Exhibit N	Project Completion Certificate
Exhibit O	Commissioning and Start-Up Procedures
Exhibit P	Final Assembly Work
Exhibit Q	Project Site
Exhibit R	Supplier Permits
Exhibit S	Turbine Specifications
Exhibit T	Completion Schedule
Exhibit U	SCADA System Specifications
Exhibit V	SCADA System Installation Manual

i

TURBINE SUPPLY AGREEMENT

THIS TURBINE SUPPLY AGREEMENT (the “Agreement” or the “Supply Agreement”) is made and entered into and effective as of December 31, 2007 by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and UPC WIND ACQUISITION V, LLC, a Delaware limited liability company with a place of business c/o UPC Wind Management, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”). Supplier and Purchaser are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties”.

RECITALS

WHEREAS, Purchaser desires to purchase, and Supplier desires to sell thirty five (35) Clipper Windpower 2.5 MW “C-96” series wind turbine generators (each a “Turbine” and collectively, the “Turbines”), each consisting of the Major Turbine Components and Ancillary Parts and Equipment (as set forth in Exhibit A hereto). Additionally, Purchaser, in connection with its purchase of the Turbines, desires to purchase and Supplier desires to provide the Commissioning Work (as defined in Appendix I hereto), all on the terms and subject to the conditions set forth herein.

WHEREAS, Purchaser shall incorporate the Turbines into an 87.5 MW wind power project being developed by Purchaser to be located at a single project site within the state of Hawaii (the “Project”).

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Supplier and Purchaser, intending to be legally bound, hereby agree as follows:

AGREEMENT

ARTICLE 1

DEFINITIONS AND RULES OF INTERPRETATION

1.1       Definitions. For purposes of the Turbine Supply Documents and all schedules, exhibits and attachments thereto, and in addition to the definitions elsewhere in this Agreement and the other Turbine Supply Documents, the terms listed in Appendix I hereto shall have the respective meanings assigned to such terms in Appendix I hereto, which is incorporated herein and made a part hereof.

1.2       Rules of Interpretation. In this Agreement: (a) references to Sections and to Exhibits are, unless otherwise indicated, to Sections of and Exhibits to this Agreement; (b) the headings to Sections and Articles of this Agreement are for ease of reference only and shall not in any way affect its construction or interpretation; (c) the masculine gender shall include the feminine and neuter and the singular number shall include the plural, and vice versa, and references to persons shall include individuals, bodies corporate, unincorporated associations, companies and partnerships; and

1

(d) references to Parties in this Agreement shall be deemed to include references to their successors and permitted assigns.

ARTICLE 2

SUPPLY AND OTHER OBLIGATIONS OF SUPPLIER

2.1       Supply and Commissioning Obligations. Purchaser hereby agrees to purchase and, subject to the terms and provisions hereof, Supplier agrees to supply and Deliver as provided in Subsections (a) and (b) below, the Supply Items and related Services for the Turbines. With respect to the Supply Items and related Services, following Purchaser’s submittal to Supplier of the Down Payment, and subject to the compliance by Purchaser with the terms hereof, Supplier agrees to do the following respecting the Supply Items and Services:

(a)         supply, pack, and Deliver, in accordance with wind industry practice and commercially reasonable shipping carrier requirements and in an economic manner consistent with wind industry practices, all Supply Items, the SCADA System and all related components and parts (other than foundations, foundation bolts, pad mount transformers and collection lines, communication lines and related equipment to be supplied by Purchaser) necessary to install and commission wind turbine generators in the quantity set forth above that are capable of performing to the Turbine Specifications (the “Supply Obligations”);

(b)        perform the Commissioning Work, as described in Section 6.2 below.

2.1.1           Failure to Timely Deliver Down Payment. If Purchaser fails to deliver to Supplier the Down Payment on or before the Down Payment Date, then Purchaser’s right to purchase and Supplier’s obligation to sell and Deliver the Supply Items and related Services shall terminate at the option of Supplier and be of no further force or effect, provided that Supplier shall first give Purchaser five (5) days written notice to afford Purchaser the opportunity to correct its performance.

2.1.2           Spare Parts.

(a)         During the Warranty Period, Supplier shall maintain an inventory of spare parts at such location and consisting of such spare parts as Supplier, in its sole discretion, shall determine necessary for the timely operation and maintenance of the Turbines during the Warranty Period (the “Necessary Spare Parts Inventory”). The list of spare parts proposed by Supplier is attached hereto as Exhibit C. It is the intention of the parties that the Necessary Spare Parts Inventory be used and maintained during the Warranty Period in order for Supplier to fulfill its obligations under the OMS Agreement and the Warranty Agreement.

(b)        Purchaser may purchase such additional spare parts, at Purchaser’s sole expense, and maintain such additional spare parts on the Project Site, at Purchaser’s sole expense; provided that such spare parts are available from Supplier without unreasonably impacting Supplier’s production of turbines.

2

(c)         Within six (6) months of the date of final payment by Purchaser to Supplier of the Purchase Price, Supplier shall place into escrow with an escrow agent to be agreed upon between the parties, subject to an escrow agreement to be agreed between the parties, drawings (the “Spare Parts Drawings”) necessary for Purchaser to make or have made any spare parts for the Turbines whose manufacture are subject to intellectual property rights of Supplier. Pursuant to the terms of the agreed upon escrow agreement, Purchaser shall be provided access to the Spare Parts Drawings only if and when Supplier is unable to provide necessary spare parts for the Turbines to Purchaser due to a default under Section 14.1(i), (ii), (iii) or (iv) under this Agreement.

2.1.3           SCADA System. Purchaser shall purchase the SCADA System from Supplier (exclusive of any fiber optic lines or other communication lines) for an amount equal to ***** Dollars ($*****). The price of the SCADA System is included in the Purchase Price.

2.1.4           [Intentionally Left Blank].

2.1.5           Other Items. Supplier has provided Purchaser with: the Turbine Installation Manual, a copy of which is set forth on Exhibit D; the Foundation Loads Document, a copy of which is set forth on Exhibit E; and the Turbine Component Storage Requirements, a copy of which is set forth on Exhibit F. No later than ten (10) days prior to the anticipated Commissioning of the first Turbine, Supplier shall provide to Purchaser the OMS Manual. Concurrently with the execution of this Agreement, Supplier and Purchaser shall deliver to the other Party the Warranty Agreement and the OMS Agreement, duly executed by each Party. At Purchaser’s request and at Purchaser’s cost, within twelve (12) months of Commissioning of the last Turbine, Supplier shall provide to Purchaser a location specific site suitability certificate from Germanischer Lloyd.

2.2       Permits; Governmental Requirements. Supplier shall secure and pay for all Supplier Permits required for the Delivery of the Supply Items to the Designated Delivery Location. Purchaser shall cooperate with Supplier in obtaining the Supplier Permits. Supplier shall have no obligation to obtain any Purchaser Permit; provided Supplier shall cooperate with Purchaser in Purchaser’s efforts to obtain and comply with Purchaser Permits. Supplier shall comply with all Governmental Requirements applicable to the performance of its obligations hereunder.

2.3       Purchaser’s Right to Inspect. Supplier shall permit Purchaser, upon ten (10) days prior written notice to Supplier, to inspect the Turbines and to visit Supplier’s Turbine manufacturing and assembly facilities for such purpose, subject in all cases to Supplier’s confidentiality requirements and reasonable safety precautions, and so long as such inspection and presence does not unreasonably interfere with or delay the completion or Delivery of the Turbines or Supplier’s performance of its obligations hereunder.

2.4       Subcontractors. Supplier may retain such Subcontractors as in Supplier’s reasonable judgment may be necessary to complete Supplier’s duties and obligations under this Agreement. Supplier shall be solely responsible to pay its Subcontractors and the use of any Subcontractor shall not limit Supplier’s obligations hereunder. The list of Supplier’s Major Turbine Component suppliers is set forth on Exhibit H. Supplier agrees that it will not use any Major Turbine

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Components not listed on Exhibit H. without Purchaser’s advance written consent, such consent not to be unreasonably withheld, conditioned or delayed.

2.5       Safety. Until any Supply Item has been Delivered, Supplier shall take reasonable steps to protect each Supply Item against damage, destruction or theft, and shall ensure that all Supplier Insurance covering the Turbines remains in full force and effect prior to Delivery.

2.6       Independent Contractor. In performing its duties and obligations under this Agreement, Supplier shall, at all times, act in the capacity of an independent contractor, and shall not in any respect be deemed (or act as) an agent of Purchaser for any purpose or reason whatsoever. Supplier shall have no responsibility for any of Purchaser’s Work hereunder.

ARTICLE 3

PURCHASE PRICE AND PAYMENT

3.1       Purchase Price. For the Supply Items, SCADA System and Services, Purchaser shall pay to Supplier ***** Dollars ($*****) (the “Purchase Price”). Purchaser shall pay to Supplier on the date of this Agreement (the “Down Payment Date”) a non-refundable amount equal to ***** percent (*****%) of the Purchase Price (the “Down Payment”). All payments to be made under this Agreement by Purchaser to Supplier shall be made in immediately available funds to the Supplier account set forth in Exhibit I. The Purchase Price is subject to adjustment by Change Order as provided in this Agreement.

3.2       Taxes. Supplier shall be responsible for (a) all federal and state income taxes payable by Supplier in connection with its net income, (b) all taxes in connection with the import of any Supply Item into the United States, and (c) any business license or fees arising in connection with Supplier’s business in any State. Purchaser shall be responsible for all sales and use tax and any other federal, state or local taxes imposed on the sale or use of the Supply Items and any services provided hereunder (collectively “Taxes”).

3.3       Progress Payments.

3.3.1           The remaining amount of the Purchase Price shall be paid by the Purchaser to the Supplier pursuant to the Payment Schedule set forth on Exhibit B attached hereto (the “Payment Schedule”). Upon completion of each of the milestones for the Project set forth on Exhibit B attached hereto, the corresponding portion of the Purchase Price shall be due and payable to Supplier as set forth on Exhibit B attached hereto (each, a “Progress Payment”).

(a)       Purchaser shall pay the Down Payment and each Progress Payment to Supplier in United States Dollars and in immediately available funds to the account of Supplier, identified on Exhibit I. Should Purchaser fail to make any Progress Payment when due, in addition any other remedy available to Supplier under this Agreement, or otherwise, (i) Supplier may enforce the Guaranty as set forth in Section 3.5 pursuant to its terms; (ii) such overdue amount shall bear interest until paid in full at the Default Rate, and (iii) Supplier may,

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without prejudice to any other rights or remedies it may have under this Agreement, stop its performance hereunder until the overdue amount and interest thereon is paid in full.

(b)  Provided that Supplier has duly performed or is reasonably performing its obligations hereunder and irrespective of any other term of this Agreement, and provided that any delay in obtaining the Project Completion Certificate within six (6) months after Delivery of the last Major Turbine Component by Supplier for the Project is not caused solely by Supplier or any of Supplier’s Affiliates or subcontractors, one hundred percent (100%) of the Purchase Price, subject to the retention of the applicable Punch List Retainage, shall be paid by Purchaser to Supplier no later than six months after Delivery of the last Major Turbine Component by Supplier for the Project.

3.4       Punch List Retainage. In delivering the Project Completion Certificate as provided in Section 6.3 below hereunder, Supplier shall include an estimated cost to complete each item of Punch List Work (200% of such estimated costs being the “Punch List Retainage”). The Progress Payment corresponding to delivery of the Project Completion Certificate shall be decreased by an amount, if any, which is equal to the Punch List Retainage, and upon the completion of any item of Punch List Work to the reasonable satisfaction of Purchaser, Purchaser shall immediately pay Supplier the Punch List Retainage that was retained by Purchaser for such item of Punch List Work.

3.5       Purchaser’s Credit Support. Purchaser shall, concurrently with the delivery by Purchaser of the Down Payment, deliver to Supplier a guaranty from its parent company (the “Guaranty”) in substantially the form attached hereto as Exhibit J.

3.6       Warranty Agreement. The Parties acknowledge that, concurrent with the execution of this Agreement, the Parties shall enter into the Warranty Agreement. The cost of the first two (2) years of warranty coverage under the Warranty Agreement is included in the Purchase Price.

3.7       Operations and Maintenance Service Agreement. Concurrent with the execution of this Agreement, Affiliates of the Purchaser and Supplier shall execute an OMS Agreement whereby Supplier, an Affiliate of Supplier, or a contractor designated by Supplier and approved by Purchaser (the “Contractor”), shall provide operation and maintenance service to the Project. Pursuant to the terms of the OMS Agreement, the cost for the first two (2) years of OMS Services (other than Additional OMS Services) is included in the Purchase Price.

ARTICLE 4

DUTIES AND OBLIGATIONS OF PURCHASER

4.1       Purchaser’s Obligations. Purchaser agrees to perform the following, all on the terms and subject to the conditions of this Agreement:

4.1.1           Payment. Purchaser shall make the Down Payment, all Progress Payments and any other payments due Supplier under this Agreement when due and shall be responsible for and promptly pay all Taxes.

4.1.2           Purchaser’s Work. Purchaser shall, at its sole cost and expense, be solely responsible for all work necessary for the development, construction, completion and operation

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of the Project (other than the Delivery of Supply Items and the performance of the Services by Supplier) and for the installation and operation of the Turbines, which work (herein “Purchaser’s Work”) shall include the following:

(a)        Site Suitability and Access. Purchaser shall ensure that the Project Site is suitable for installation of the Turbines in accordance with the Turbine Specifications and Turbine Installation Manual and shall ensure that Supplier has continuous unfettered physical access to the Project Site during normal business hours during the performance of its Commissioning Work;

(b)       Acceptance and Shipment of Supply Items. Upon Supplier’s Delivery of any Supply Item to its respective Designated Delivery Location, Purchaser shall, unless otherwise agreed by the Parties, within five (5) days after notice from Supplier and at such date and time set forth in Supplier’s notice, pick up the Supply Item at its Designated Delivery Location, and ship, install or store such Supply Item at the Project Site. Purchaser shall be responsible for any reasonable costs incurred by Supplier due to Purchaser’s delay in promptly picking up and transporting off site any Supply Item upon its Delivery within said five (5) day period. Purchaser shall be solely responsible for shipment and insurance of each Supply Item once picked up;

(c)        Storage. Purchaser shall ensure that adequate staging, lay down and storage areas for the Supply Items are available and maintained at the Project Site and shall store and maintain the Supply Items pending installation in accordance with the Turbine Component Storage Requirements set forth on Exhibit F;

(d)       Tower Foundations. Purchaser shall investigate the Project Site and its soil conditions and shall design and construct the Tower Foundations in accordance with Supplier’s Tower Foundation Requirements;

(e)        Turbine and SCADA System Installation. Purchaser shall perform the Turbine Installation Work and the installation of the SCADA System, all in strict accordance with the Turbine Specifications, the Turbine Installation Manual and the SCADA System Installation Manual; and shall (i) notify Supplier of Purchaser’s proposed schedule for all such work; (ii) coordinate such work with Supplier’s Commissioning Work for the Turbines; and (iii) complete the Installation Work in such a manner so that a team of two technicians can complete the Commissioning of each Turbine within a period not to exceed three and a half (3 1/2) Business Days, without interruption or delay on a continuous basis until all Turbines have been Commissioned;

(f)        Construction of Project. Purchaser shall (i) perform the Final Assembly Work which is set forth in Exhibit P hereto (ii) perform all civil works (including roads, grading, maintenance facilities, meteorological towers and other items); (iii) perform all electrical works (including collection lines, Electrical Infrastructure, Transmission Facilities, Interconnection Facilities and other items); (iv) provide and install a remote terminal unit and cabling to the Substation, meteorological towers, and communications lines for the SCADA System to the Substation; and (v) provide any other items required for the operation of the Project; and

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(g)       Commissioning Responsibilities. Purchaser shall ensure that at all times during Commissioning Work, each Turbine shall have a continuous supply of electricity from the grid, and that Purchaser’s utility will accept electricity generated by such Turbine. During Commissioning, Purchaser shall provide assistance, including equipment, electricians and mechanics, as may be reasonably required by Supplier to address any out of scope impacts on the completion of Commissioning. Purchaser shall arrange for the provision of full grid power to each Turbine to ensure completion of the Commissioning Work for each Turbine.

4.1.3           Other Items. On or before the date that is thirty (30) days prior to the date of Delivery of the first Major Turbine Component for the Project, Purchaser shall provide Supplier with notification of the anticipated date that Purchaser will energize the substation for the Project.

4.2       Cooperation with Supplier; Purchaser’s Representative. Purchaser shall cooperate with Supplier and, if applicable, shall cause its EPC Contractor and any other contractors engaged by Purchaser with respect to the Project (herein, “Purchaser’s Contractors”), to cooperate with Supplier, all in connection with Supplier’s performance of its obligations hereunder. Purchaser shall promptly provide Supplier with a schedule of the names and contact information for all of Purchaser’s Contractors and shall update such schedule periodically. Purchaser designates Scott Rowland as its representative (“Purchaser’s Representative”) in dealing with Supplier with respect to this Agreement.

4.3       Permits; Governmental Requirements. Purchaser shall secure and pay for all Purchaser Permits, including any permits required for the delivery of Supply Items from the Designated Delivery Location to the Project Site. Supplier shall cooperate with Purchaser in obtaining Purchaser’s Permits. Purchaser shall have no obligation to obtain any Supplier Permit; provided that, Purchaser shall cooperate with Supplier in Supplier’s efforts to obtain Supplier Permits. Purchaser shall comply with all Governmental Requirements applicable to the performance of Purchaser’s Work.

4.4       Safety. Upon Delivery of any Supply Item to its Designated Delivery Location, Purchaser shall take reasonable steps, and shall ensure that the EPC Contractor and the Purchaser’s Contractors take reasonable steps, to protect any such Supply Item against damage or theft.

4.5       Intellectual Property Rights: Licenses and Obligations.

4.5.1           Patents. Supplier hereby grants to Purchaser under Supplier’s patent rights, only the non-exclusive right to use the Supply Items provided to Purchaser under this Agreement. Supplier expressly reserves all other patent rights, including, without limitation, the right to make, use, sell, offer for sale and import other products identical to or similar to the Supply Items. Other than the rights granted herein with respect to the Supply Items, Supplier expressly reserves all other patent rights, and Purchaser shall not have the right under Supplier’s patent rights to make, use, sell, offer for sale, or import any products or methods that infringe Supplier’s patents or to sublicense any of the foregoing rights.

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4.5.2           Trade Secrets. Purchaser acknowledges that the technical, operation and maintenance, and other information it receives in connection with the Supply Items (including, without limitation, any and all firmware, software, Turbine Specifications, SCADA System Specifications, installation and operation and maintenance procedures, know-how and similar items) constitute trade secret information that is proprietary to Supplier. Supplier hereby grants to Purchaser under Supplier’s trade secret rights, the non-exclusive right to use such trade secrets only in the installation and operation and maintenance of the Supply Items. Supplier further grants to Purchaser under Supplier’s trade secret rights, the non-exclusive right to disclose such trade secrets to a third party only as necessary for the financing, installation and operation and maintenance of the Supply Items provided such third party executes a written agreement obligating it to maintain the confidentiality of the trade secret information and to return all copies of such trade secret information received and prohibiting reverse engineering, disassembly, and decompilation of any of the trade secret information. Other than the rights granted herein with respect to the Supply Items, Supplier expressly reserves all other trade secret rights. Purchaser agrees to maintain all such trade secret information in strict confidence and shall not disclose such trade secret information to any third party except in accordance with this Section 4.5.2. The obligations of confidentiality herein shall survive termination or expiration of this Agreement.

4.5.3           Copyrights. Purchaser acknowledges that the technical, operation and maintenance, and other information it receives in connection with the Supply Items (including, without limitation, any and all firmware, software, Turbine Specifications, SCADA System Specifications, installation and operation and maintenance procedures, descriptions of know-how and similar written items) constitute copyrightable material. Supplier hereby grants to Purchaser under Supplier’s copyrights, the non-exclusive right to copy and use such copyrighted materials only in the installation and operation and maintenance of the Supply Items. Supplier further grants to Purchaser under Supplier’s copyrights, the non-exclusive right to copy the copyrightable materials and distribute such to a third party only as necessary for the installation and operation and maintenance of the Supply Items, provided such third party executes a written agreement obligating it to return all copies of such copyrightable materials received, prohibiting any further copying or distribution of such copyrightable materials, and prohibiting reverse engineering, disassembly and decompilation of any of the copyrightable materials. Other than the rights granted herein with respect to the Supply Items, Supplier expressly reserves all other copyright rights. Purchaser shall not have the right to sublicense any of the Supplier’s copyright rights or the right to create derivative works of any of the copyrightable materials. Purchaser shall not reverse engineer, disassemble or decompile any of the copyrightable materials.

4.5.4           Trademarks and Service Marks. Purchaser shall not have any rights in any trademarks or service marks, whether registered or not, that are owned or controlled by Supplier. Purchaser shall not utilize any trademark or service mark that is substantially similar to any trademarks or service marks owned or controlled by Supplier. Purchaser may reference only those trademarks or service marks owned by Supplier in its written materials; provided that, such reference clearly denotes that such is a trademark or service mark and is owned by Supplier.

4.5.5           Transfer of Title in Supply Items. Should Purchaser transfer title in any of the Supply Items to a third party, the licenses provided in this Section 4.5 shall run with such Supply Items, provided such third party executes a Transferee Agreement and Acknowledgment, in the form attached hereto as Exhibit K, acknowledging Supplier’s ownership in the respective

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Intellectual Property Rights and obligating itself to all of the same prohibitions and restrictions with respect to Supplier’s Intellectual Property Rights described in this Section 4.5. Purchaser acknowledges that the Supply Items may be subject to the export control laws and regulations of the United States of America and agrees to comply with all such laws and regulations regarding any export of any of the Supply Items.

4.5.6           Ownership and Injunctive Relief. All Intellectual Property Rights owned or controlled by Supplier shall remain the exclusive property of Supplier and nothing herein shall be construed as a sale, lease, loan, or transfer of any of such Intellectual Property Rights. Purchaser shall derive no rights, title or interest therein except as expressly set forth in this Agreement. Any technical information concerning the Supply Items that Purchaser acquires or develops in connection with the ownership or operation of the Turbines shall be the property of Supplier. Further, Purchaser acknowledges that a breach of the confidentiality provisions in this Agreement may cause Supplier irreparable harm and damage that may not be recoverable at law and that Purchaser shall be entitled to obtain injunctive relief in addition to any other rights or remedies Purchaser may have.

4.5.7           Government Rights. Any and all computer software and related documentation provided as part of the Supply Items are “commercial items” as that term is defined at 48 C.F.R. 2.01 (October 1995) comprising “commercial computer software” and “commercial computer software documentation” as used in 48 C.F.R. 12.212 (September 1995) and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item and subject to the terms and conditions and all restrictions set forth in this Agreement as applicable to such computer software and related documentation. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 (June 1995), all U.S. Government users and licensees acquire the software and its related documentation with only those rights applicable to such software and related documentation as set forth in this Section 4.5.

4.6       Transfer. Purchaser covenants and agrees that it will not sell, lease or otherwise transfer the Turbines or any part thereof unless Purchaser first obtains and delivers to Supplier a Transferee Agreement and Acknowledgment, executed by the proposed transferee. Notwithstanding anything else contained herein, Purchaser may assign in whole or in part its rights under this Agreement to an Affiliate upon notice to Supplier.

4.7       Access to Information. From the date of this Agreement through the end of the fifteenth (15th) year after Project Completion, Purchaser shall provide to Supplier prompt access to all technical, operational and maintenance and other information it receives or collects in connection with its operating the Turbines. The collection of all such data shall be at the reasonable expense of Supplier. All information provided by Purchaser hereunder shall be subject to the provisions of Section 16.9.

ARTICLE 5

COMMENCEMENT, DELIVERY AND SHIPMENT

5.1       Commencement. Subject to Section 2.1.1, Supplier shall commence performance of its obligations under this Agreement on the Down Payment Date. In addition to Supplier’s other

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rights and remedies hereunder, if any payment due under this Agreement is not timely made by Purchaser, the delinquent payment amount shall accrue interest at the Default Rate.

5.2       Shipping Arrangements. All Supply Items shall be delivered Ex Works at the Designated Delivery Locations. For purposes of this Agreement, each individual Supply Item and the SCADA System shall be deemed “Delivered” and Supplier shall have satisfied its delivery arrangements with respect thereto, when Supplier makes available such Supply Item and SCADA System at its Designated Delivery Location for pick up by Purchaser, provided however, that Purchaser may not take custody and control of the said Supply Item until the applicable Progress Payment has been made by Purchaser and received by Supplier. Purchaser shall be responsible for all loading and shipment of the Supply Items and SCADA System from their respective Designated Delivery Locations to the Project Site and shall pay for all costs and expenses incurred by Purchaser related thereto, including the costs of maintaining insurance on such Supply Item and SCADA System during shipment of such Supply Item and SCADA System from its respective Designated Delivery Location to the Project Site.

5.3       Delivery Schedule. The Supply Items shall be Delivered to their Designated Delivery Locations in accordance with the Delivery Schedule attached as Exhibit L (the “Delivery Schedule”); provided however, that Supplier shall use commercially reasonable efforts to work with Purchaser to revise the Delivery Schedule as necessary considering Supplier’s manufacturing schedules and Purchaser’s Project requirements. Delivery dates in the Delivery Schedule will be deemed met so long as the Supply Items are delivered to the Designated Delivery Locations on or before the date for such delivery set forth in the Delivery Schedule; provided that, Supplier shall have the right to Deliver the Supply Items up to one (1) month earlier than provided for in the Delivery Schedule. The SCADA System shall be delivered at a Designated Delivery Location mutually agreed by the Parties following the installation of the first Turbine at the Project Site by Purchaser.

5.4       Designated Delivery Locations. Unless otherwise agreed in writing by the Parties, Supplier shall Deliver the Supply Items as follows: (i) Turbine Nacelle, Turbine Controller, Turbine hub and Ancillary Parts and Equipment at Supplier’s factory near Cedar Rapids, Iowa, (ii) the Turbine Blades at such location or warehouse facility as Supplier may direct near Houston, Texas, or at another mutually agreed upon location, provided any costs associated with such other mutually agreed location be borne by Purchaser, and (iii) the Towers at the manufacturing facility located in Chattanooga, Tennessee, or at such other domestic location as Supplier may specify at any point prior to three (3) months from the Delivery date set forth in the Delivery Schedule. Each of the foregoing locations is referred to herein as a “Designated Delivery Location.”

5.5       Delay Delivery Damages. The Parties acknowledge that Purchaser will suffer damages that will be difficult to ascertain if Purchaser fails to Deliver any Major Turbine Component within thirty (30) days of the applicable date of Delivery set forth in the Delivery Schedule. Consequently, the Parties agree that Supplier will pay Purchaser, if any Major Turbine Component is Delivered thirty (30) days or more late and such delay was not due to any Force Majeure Event or breach by Purchaser of any of its obligations under this Agreement, the following amount as liquidated damages: For each full day after the first thirty (30) days following the date that the Delivery of such Major Turbine Component is delayed beyond the date specified in the Delivery Schedule, an amount equal to $***** per Turbine per day for the first fifteen (15) days after

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delay payments become payable, an amount equal to $***** per day for the next fifteen (15) days, and an amount equal to $***** per day thereafter (the “Delay Delivery Damages”); provided that, in no event shall the aggregate Delay Delivery Damages payable hereunder exceed ***** percent (*****%) of the pro-rata portion of the Purchase Price applicable to the Turbine for which such delayed Major Turbine Component is a component. It is understood and acknowledged by the Parties that if more than one Major Turbine Component applicable to a Turbine is delivered late, the liquidated damages applicable to the Turbine will not exceed $***** per day (for the first 15 days after delay payments become payable), $***** per day (for the next 15 days of delay payments), and $***** per day (for delay payments thereafter), as applicable. The Parties acknowledge and agree that the Delay Delivery Damages set forth above are a reasonable estimate of the damages Purchaser will suffer because of late Delivery of any Major Turbine Component and that, therefore, the Delay Delivery Damages set forth herein shall be Purchaser’s sole and exclusive remedy with respect to such Delivery delays.

ARTICLE 6

FINAL ASSEMBLY WORK, INSTALLATION WORK,
COMMISSIONING WORK AND PROJECT COMPLETION

6.1       Final Assembly Work and Turbine Installation. Purchaser shall complete the Final Assembly Work with respect to all Turbines in conformance with the procedures and requirements set forth in Exhibit P, and shall complete the Installation Work with respect to all Turbines in accordance with the Installation Procedures and, subject to Section 5.3 above, within the period of time set forth on the Completion Schedule.

6.2       Commissioning. Commissioning of the Turbines shall be conducted as follows:

6.2.1           Advance Completion Notice. No less than thirty (30) days prior to the date Purchaser expects Supplier to commence the Commissioning Work, Purchaser shall provide Supplier with written notice (the “Advance Completion Notice”) of Purchaser’s anticipated completion date of the Installation Work and the date on which Supplier shall commence the Commissioning Work (which date shall be no later than the date that Supplier is obligated to commence the Commissioning Work as set forth in the Completion Schedule). Purchaser shall use commercially reasonable efforts to schedule Turbine Installation for all Turbines in the Project so that Supplier can complete the Commissioning of each Turbine without interruption or delay on a continuous basis until all the Turbines have been Commissioned.

6.2.2           Turbine Installation Inspection. Following completion of the Installation Work with respect to any Turbine, Purchaser shall deliver a written notice of completion to Supplier (an “Installation Completion Notice”) and Supplier shall examine each Turbine in accordance with the Installation Procedures and the Turbine Installation Manual. If the Turbine fails to conform to the standards contained in the installation inspection procedures set forth in the Turbine Installation Manual, then it shall be deemed not properly installed, and Supplier shall promptly so notify Purchaser. Purchaser shall then promptly take all required action to complete the Installation Work for all Turbine(s) failing the installation inspection procedures.

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6.2.3           Commissioning Work. Supplier shall perform the Commissioning Work for the Turbines in accordance with the Commissioning and Start-Up Procedures and the Completion Schedule, subject to any adjustment in the completion of the Commissioning Work, pursuant to Section 5.3 hereof, due to Supplier’s early Delivery of the Supply Items (provided, however, that Supplier’s obligation to Complete the Commissioning Work by such time set forth on the Completion Schedule shall be extended to the extent of Purchaser’s delay in completing the Installation Work). Upon completion of the Commissioning of each Turbine, Supplier shall issue to Purchaser a commissioning certificate for such Turbine in the form attached hereto as Exhibit M (each a “Commissioning Certificate”). Within five (5) days after receipt of a Commissioning Certificate, Purchaser shall either approve such Commissioning Certificate or deliver to Supplier written notice of any work remaining to be completed by Supplier (the “Punch List Work”). If Purchaser fails to deliver such notice within such five (5) day period, the Commissioning Certificate will be deemed approved by Purchaser.

6.3       Project Completion. Within five (5) days after the delivery by Supplier to Purchaser of a Commissioning Certificate for the Project’s final Turbine, Supplier shall also deliver to Purchaser a completion certificate for all Turbines in the Project (the “Project Completion Certificate”), in the form attached hereto as Exhibit N, together with a list of any remaining Punch List Work on any Turbine, a schedule for completing the Punch List Work and an estimate of the cost of each item of Punch List Work. Supplier shall thereafter promptly complete all Punch List Work.

6.4       Purchaser Delays. In the event that any of the actions of Purchaser, the EPC Contractor or any of Purchaser’s Contractors cause a delay in the performance by Supplier of the Commissioning Work, Purchaser shall pay Supplier its actual documented costs directly attributable to such delay, including wages, lodging and meals.

ARTICLE 7

FORCE MAJEURE EVENTS

7.1       Excused Performance. If either Party is rendered wholly or partially unable to perform its obligations (other than payment obligations) under this Agreement due to the occurrence of a Force Majeure Event, such Party will be excused from the affected performance obligation (other than payment obligations), provided that:

(a)        the affected Party gives the other Party notice describing the particulars of the occurrence, including an estimate of its expected duration and probable impact on the affected Party’s obligations hereunder, such notice shall be given promptly after becoming aware of the occurrence of the Force Majeure Event, and, in no event more than seven (7) days after the affected Party becomes aware or should reasonably have been aware of such occurrence;

(b)       the affected Party shall continually exercise all commercially reasonable efforts to mitigate the effect of such Force Majeure Event, remedy its inability to perform, and limit damages to the other Party and shall promptly resume its

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performance when the Force Majeure Event no longer impacts its ability to perform, and shall give the other Party prompt notice of its intent to resume such performance;

(c)        the suspension of a Party’s performance affected by the Force Majeure Event shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;

(d)       no liability of either Party which arose before the occurrence of the Force Majeure Event shall be excused as a result of the occurrence thereof; and

(e)        no Force Majeure Event shall relieve any Party from performing those of its obligations that are not materially affected by the Force Majeure Event.

ARTICLE 8

CHANGE ORDERS

8.1       Change Order. The term “Change Order” as used herein shall mean a written instrument signed by Purchaser and Supplier, stating their mutual agreement upon any of the following: (i) a change in the fabrication or features of the Turbines (such as adding Federal Aviation Administration lighting or a cold weather package); (ii) a change in the Delivery Schedule or Completion Schedule; (iii) a change in the Commissioning Work; (iv) a change in the number of or location of Project sites; or (v) an adjustment in the Purchase Price (collectively “Scope Changes”).

8.2       Change Order Process. Purchaser may request Scope Changes within the general scope of this Agreement consisting of additions, deletions, or other revisions. If Purchaser so desires to request Scope Changes, it shall submit a change request to Supplier in writing. Within ten (10) Business Days after its receipt of any such request, Supplier shall submit a detailed proposal to Purchaser stating (a) the increase or decrease, if any, in the Purchase Price which would result from such change, and (b) the effect, if any, upon the Delivery Schedule or Completion Schedule by reason of such proposed change. Purchaser shall have five (5) days from receipt of Supplier’s detailed proposal to accept or reject in writing Supplier’s proposal in relation to the requested change. If Purchaser agrees with Supplier’s proposal, Purchaser and Supplier shall execute a Change Order reflecting the requested Scope Changes and proposed adjustments, if any, in the Purchase Price and the Delivery Schedule or Completion Schedule. In the event Purchaser disagrees with Supplier’s proposal, Purchaser shall promptly so notify Supplier, following which the Parties shall negotiate in good faith a solution which is satisfactory to both Purchaser and Supplier. Should Purchaser fail to respond to Supplier in writing within the foregoing five (5) day period, Purchaser shall be deemed to have withdrawn its requested change.

8.3       No Change. Notwithstanding anything to the contrary contained in this Agreement, Supplier shall not be obligated to proceed with any Scope Changes requested by Purchaser unless and until a Change Order is executed by the Parties in relation to such change. Further, Supplier shall not be required to implement a requested Scope Change by Purchaser if the implementation of such change would, in Supplier’s reasonable opinion, likely impair Supplier’s ability to achieve any

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of the performance guarantees, warranties or covenants set forth in this Agreement, the OMS Agreement, and/or the Warranty Agreement.

8.4       Scope Changes Caused by a Force Majeure Event. If a Force Majeure Event occurs that materially adversely affects Supplier’s performance of all or a portion of the sale and Delivery obligations hereunder or if such a Force Majeure Event causes any of the Commissioning Work to be temporarily or permanently prevented, Supplier shall be entitled to a Change Order reflecting such impact of such Force Majeure Event, including an extension in Supplier’s time for performance for such delay to the extent Supplier’s performance is actually delayed. In the case of a Force Majeure Event, Supplier must notify Purchaser of Supplier’s intent to request a Change Order (the “Notice of Intention”) within thirty (30) Business Days of the Force Majeure Event. Supplier shall submit to Purchaser a draft Change Order outlining, with reasonable specificity, the requested Scope Changes within ten (10) Business Days after the Notice of Intention is delivered to Purchaser.

8.5       Scope Changes Caused by Events within the Control of Purchaser. If Purchaser, EPC Contractor or any of Purchaser’s Contractors causes an event that materially adversely affects Supplier’s performance of all or a portion of the sale and Delivery obligations hereunder or if such event causes the Commissioning Work to be temporarily or permanently prevented, Supplier shall be entitled to a Change Order reflecting such impact of such event, including (i) an extension in Supplier’s time for performance for such delay to the extent Supplier’s performance is actually delayed, and (ii) an increase in the Purchase Price with respect to such additional cost to the extent such delay is caused solely by Purchaser, EPC Contractor or any of Purchaser’s Contractors. In the case of such a Purchaser caused event, Supplier must notify Purchaser of Supplier’s intent to request a Change Order (the “Notice of Intention”) within thirty (30) Business Days of the Purchaser caused event. Supplier shall submit to Purchaser a draft Change Order outlining, with reasonable specificity, the requested Scope Changes within ten (10) Business Days after the Notice of Intention is delivered to Purchaser.

ARTICLE 9

LIMITATION OF LIABILITY

9.1       Supplier Not Responsible for Purchaser’s Work. Notwithstanding anything to the contrary set forth herein, Supplier shall not have any responsibility for (a) Project Site selection, permitting or Turbine siting within the Project Site; (b) the design, supply or construction of Tower foundations; (c) the assembly, erection and installation of the Turbines or the SCADA System; (d) the design, assembly, erection and installation of any other element of the Project, (e) obtaining rights required by the Project to sell or transmit its electrical output, or (f) any other element of Purchaser’s Work, all of which are expressly the responsibility of Purchaser.

9.2       Overall Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Supplier, its parent company, Affiliates and agents be liable, alone or in the aggregate, to Purchaser for any damages, claims, demands, suits, causes of action, losses, costs, expenses and/or liabilities related in any manner to this Agreement, the Warranty Agreement and the OMS Agreement in excess of an amount equal to ***** percent (*****%) of the Purchase Price, regardless of whether such liability arises out of breach of contract, guarantee or warranty, tort, product liability, indemnity, contribution, strict liability or any other legal theory;

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provided, however, the preceding limitation of liability shall not apply to, and no credit shall be issued against such liability for, (a) Supplier’s indemnity obligations set forth in Section 13.1 solely as they relate to claims by third Parties for bodily injury or property damage, or (b) the fraud or willful misconduct of Supplier.

9.3       Consequential Damages. Notwithstanding anything to the contrary contained in this Agreement and except as set forth in the last sentence of this Section, Purchaser and Supplier waive all claims against each other (and against each other’s parent company, Affiliates, contractors, subcontractors, consultants, vendors, suppliers and agents) for any consequential, incidental, indirect, special, exemplary or punitive damages (including, but not limited to, loss of actual or anticipated profits, revenues or product; loss by reason of shutdown or non-operation; increased expense of operation, borrowing or financing; loss of use or productivity; or increased cost of capital), and regardless of whether any such claim arises out of breach of contract or warranty, tort, product liability, indemnity, contribution, strict liability or any other legal theory. Any consequential, incidental, indirect, special, exemplary or punitive damages incurred by Supplier or Purchaser in relation to a third Party shall, for all purposes of this Agreement, be deemed consequential, incidental, indirect, special, exemplary or punitive damages in relation to any claim brought by Supplier or Purchaser against the other Party to this Agreement. Any liquidated damages payable by Supplier under this Agreement shall not be deemed consequential, incidental, indirect, or special damages for purposes of this Agreement.

ARTICLE 10

TITLE AND RISK OF LOSS; INSURANCE

10.1     Title to Supply Items. Title to any Supply Item shall transfer to the Purchaser upon (i) the Delivery of such Supply Item to its Designated Delivery Location and (ii) Purchaser’s payment of and Supplier’s receipt of, the applicable Progress Payment.

10.2     Risk of Loss. Supplier shall bear the risk of loss and damage with respect to any Supply Item (including each individual Major Turbine Component) until Delivery of such Supply Item to its Designated Delivery Location. In performing the Commissioning Work, Supplier shall be deemed a contractor of Purchaser performing the Services on Supply Items then owned by Purchaser. Upon the Delivery of any Supply Item to its Designated Delivery Location, care, custody and control of, and risk of loss or damage to, such Supply Item shall thereupon transfer to the Purchaser.

10.3     Insurance. Supplier and Purchaser shall maintain the following insurance while this Agreement is in effect:

10.3.1         Supplier Insurance.

Supplier shall carry and maintain or cause to be carried and maintained, at all times during the Term of this Agreement, insurance coverage with limits as set forth in this Section (the “Supplier Insurance”).

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Marine Cargo Insurance

All property and interests of every kind and description (including materials, equipment, machinery and spares) intended for the Project or subsequent operations while in transit by land, air and/or sea. All Risks of physical loss or damage from a cause not excluded but including war, strikes, riots and civil commotions and terrorism while in transit, on a continuous open cover basis. Increased cost of working - the additional expenditure necessarily and reasonably incurred for the purpose of avoiding or reducing delay which, without such expenditure would have taken place.

Property

At all times the Supplier’s factory premises, plant, machinery, raw materials and finished stocks all related to and comprising the Project under a property insurance in an amount equal to the full replacement value of the above named items for “all risks” of physical loss or damage including, but not limited to, coverage for earth movement, flood, windstorm, earthquake, sabotage, terrorism, riots, civil commotion, testing, boiler and machinery, transit and off-site storage. The policy may contain separate sub limits and deductibles subject to insurance company underwriting guidelines. Deductibles under the policy shall not exceed $100,000 per occurrence, except for deductibles for natural catastrophe peril, which shall not exceed five percent (5%) of the insured loss

Increased cost of working - the additional expenditure necessarily and reasonably incurred for the purpose of avoiding or reducing delay which, without such expenditure would have taken place.

Workers Compensation

Coverage shall comply with any statutory obligation imposed by Workers Compensation, Occupational Disease Laws, or similar laws, including where applicable, the United States Longshoremen’s and Harbor Workers’ Act, the Federal Employers’ Liability Act and the Jones Act. Employers’ Liability insurance shall have limits of not less than $1,000,000 per accident, $1,000,000 disease-policy limit and $1,000,000 disease-each employee.

Commercial General Liability

Insurance providing coverage for bodily injury, property damage and personal/advertising injury with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 aggregate. The policy shall include contractual liability and any testing operations coverage.

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a.Automobile Liability - Insurance for owned, non-owned and hired automobiles with a limit of not less than $1,000,000 per occurrence.

b.Excess liability - Insurance with a minimum limit of $10,000,000 per occurrence and annual aggregate.

c.Evidence and Scope of Insurance - Supplier shall provide Purchaser with a copy of insurance original certificates evidencing the insurance coverages required and shall provide replacement certificates of insurance within five (5) days of any renewal of the required insurance.

All such insurance policies shall:

(i) name Purchaser for their respective rights and interests in respect of the Project as additional insured (except in the case of worker’s compensation insurance);

(ii) provide Purchaser with 30 days’ prior written notice of non-renewal, cancellation of, or significant modification to, any of such policies (except that such notice period will be 10 days in case of non-payment of premiums); and

(iii) the insurance certificates provided to Purchaser shall indicate that the insurance policies have been endorsed as noted above. All policies shall be written by one or more insurance companies authorized to do business in USA and be rated BBB+ or higher by A.M. Best.

Term and Modification of Insurance

If the designated coverage, or relatively comparable coverage, are unavailable on reasonable commercial terms, Supplier will provide Purchaser detailed information as to the maximum amount of available coverage that it is able to purchase and will be required to obtain Purchaser’s consent as to the adequacy of said coverage under the circumstances at the time, which consent shall not be unreasonably withheld or delayed.

10.3.2          Purchaser Insurance.

Purchaser shall carry and maintain or cause to be carried and maintained, at all times during the Term of this Agreement, insurance coverage with limits as set forth in this Section.

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Builder’s All Risk Insurance

At all times during construction, the Purchaser’s Project will be under a builder’s all risk insurance in an amount equal to the full replacement value of the Project for “all risks” of physical loss or damage including, but not limited to, coverage for earth movement, flood, windstorm, earthquake, sabotage, terrorism, riots, civil commotion, testing, boiler and machinery, transit and off-site storage. The policy may contain separate sub limits and deductibles subject to insurance company underwriting guidelines. Deductibles under the policy shall not exceed $100,000 per occurrence, except for deductibles for natural catastrophe peril, which shall not exceed five percent (5%) of the insured loss

Increased cost of working - - the additional expenditure necessarily and reasonably incurred for the purpose of avoiding or reducing delay which, without such expenditure would have taken place.

Workers Compensation

Coverage shall comply with any statutory obligation imposed by Workers Compensation, Occupational Disease Laws, or similar laws, including where applicable, the United States Longshoremen’s and Harbor Workers’ Act, the Federal Employers’ Liability Act and the Jones Act. Employers’ Liability insurance shall have limits of not less than $1,000,000 per accident, $1,000,000 disease-policy limit and $1,000,000 disease-each employee.

Commercial General Liability

Insurance providing coverage for bodily injury, property damage and personal/advertising injury with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 aggregate. The policy shall include contractual liability and any testing operations coverage.

a.          Automobile Liability - Insurance for owned, non-owned and hired automobiles with a limit of not less than $1,000,000 per occurrence.

b.         Excess liability - Insurance with a minimum limit of $10,000,000 per occurrence and annual aggregate.

c.          Evidence and Scope of Insurance

Purchaser shall provide Supplier with a copy of insurance original certificates evidencing the insurance coverages required and shall provide replacement certificates of insurance within five (5) days of any renewal of the required insurance.

All such insurance policies shall:

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(i)  name Supplier for their respective rights and interests in respect of the Project as additional insured (except in the case of worker’s compensation insurance);

(ii) provide Supplier with 30 days’ prior written notice of non-renewal, cancellation of, or significant modification to, any of such policies (except that such notice period will be 10 days in case of non-payment of premiums); and

(iii) The insurance certificates provided to Supplier shall indicate that the insurance policies have been endorsed as noted above. All policies shall be written by one or more insurance companies authorized to do business in USA and be rated BBB+ or higher by A.M. Best.

Term and Modification of Insurance

If the designated coverage, or relatively comparable coverage, are unavailable on reasonable commercial terms, Purchaser will provide Supplier detailed information as to the maximum amount of available coverage that it is able to purchase and will be required to obtain Supplier’s consent as to the adequacy of said coverage under the circumstances at the time, which consent shall not be unreasonably withheld or delayed.

ARTICLE 11

REPRESENTATIONS AND WARRANTIES OF SUPPLIER

Supplier hereby represents and warrants to Purchaser as follows:

11.1     Due Organization; Good Standing. Supplier is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and qualified to conduct business in the states where it does business.

11.2     Due Authorization. The execution, delivery and performance of this Agreement by Supplier have been duly authorized by all necessary corporate action on the part of Supplier and do not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Supplier or any other Party to any other agreement with Supplier.

11.3     Execution and Delivery. This Agreement has been duly executed and delivered by Supplier. This Agreement constitutes the legal, valid and binding obligation of Supplier, enforceable against Supplier in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by principles of equity.

11.4     Governmental Approvals. No governmental authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any Governmental Authority is required on the part of Supplier in connection with the execution, delivery and performance of this Agreement, except those which have already been obtained or which Supplier anticipates will be timely obtained in the ordinary course of performance of this Agreement.

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11.5     Supply Items; Services. The Supply Items and the SCADA System to be delivered hereunder shall be designed and fit for the purpose of generating electric power when operated in accordance with the Turbine Specifications, the OMS Manual, Prudent Electrical Industry Practices and Prudent Wind Industry Practices. The Supply Items and SCADA System shall be new and unused and shall be free from Defects and free from defects in title. The Services shall be performed in a competent, diligent manner in accordance with Prudent Wind Industry Practices, Supplier’s manufacturers’ written requirements and applicable Governmental Requirements.

ARTICLE 12

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Supplier as follows:

12.1     Due Organization; Good Standing; Qualified To Do Business. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and qualified to conduct business in the states where it does business.

12.2     Due Authorization. The execution, delivery and performance of this Agreement by Purchaser have been duly authorized by all necessary action on the part of Purchaser in accordance with Purchaser’s organizational documents and do not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Purchaser or any other Party to any other agreement with Purchaser.

12.3     Execution and Delivery. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by principles of equity.

12.4     Governmental Approvals. No governmental authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any Governmental Authority is required on the part of Purchaser in connection with the execution, delivery and performance of this Agreement, except those which have already been obtained or which Purchaser anticipates will be timely obtained in the ordinary course of performance of this Agreement.

12.5     Project Site. On or prior to the date that Supplier is to provide any services relating to the Project at the Project Site, Purchaser shall have obtained the right and authority to have such work performed on the Project Site. To the knowledge of Purchaser, after the completion of reasonable due diligence on the Project Site, the Project Site is free of all hazardous or dangerous materials or substances. All information concerning the Project Site and the wind flow across the Project Site heretofore delivered to Supplier by Purchaser is true, complete and correct in all material respects.

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ARTICLE 13

MUTUAL INDEMNITY

13.1     Mutual Indemnity. Each of Supplier and Purchaser agree to defend, indemnify and hold each other, and each other’s lenders, parent companies, Affiliates, officers, directors, agents and employees, harmless from and against any claims, losses, damages and liabilities (including, but not limited to, reasonable attorneys’ fees and court costs, but excluding consequential damages) on account of any claim by a third Party for bodily injury or property damage against the indemnified Party to the extent caused by the negligent act or omission, or willful misconduct of, or breach of this Agreement by, the indemnifying Party or the indemnifying Party’s employees, contractors, subcontractors or agents, in connection with the performance of their respective obligations under this Agreement.

ARTICLE 14

DEFAULT; CURE; REMEDIES

14.1     Default by Supplier. Supplier shall be in default under this Agreement should any one or more of the following events or conditions arise or exist:

(i)            Supplier becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or

(ii)           Insolvency, receivership, reorganization, or bankruptcy proceedings are commenced by or against Supplier and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or

(iii)          Supplier fails, for any reason, other than failure of Purchaser to make payments to Supplier when obligated in accordance with this Agreement, to make any undisputed payments required to be made by Supplier to Purchaser, which failure continues for ten (10) Business Days after notice of such non-payment; or

(iv)          Supplier is in material default of any term or provision of this Agreement or has materially failed to perform its obligations under this Agreement, and such breach or failure continues for thirty (30) Business Days following receipt of written notice from Purchaser to cure such breach or failure; provided, however, if such failure cannot with due diligence be remedied by Supplier within such thirty (30) Business Days period, and Supplier shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Supplier to cure such failure.

14.2     Purchaser’s Remedies. In the event Supplier is in default pursuant to Section 14.1, and said default is not timely cured within the time periods set forth above, Purchaser, in addition to those rights and remedies that may be available to Purchaser at law or in equity, and subject to Section 9.2 of this Agreement, shall have the right to terminate this Agreement by written notice to Supplier; provided however, that amounts applicable to Supply Items delivered or services

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performed by Supplier through the date of termination of this Agreement shall be paid by Purchaser to Supplier.

14.3     Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist:

(i)            Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or

(ii)           Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or

(iii)          Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or

(iv)          Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or

(v)           The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplier.

14.4     Supplier’s Remedies. In the event that Purchaser is in default pursuant to Section 14.3, and said default is not timely cured within the time periods set forth above, Supplier, in lieu of any rights and remedies that may be available to Supplier at law or in equity, shall have the right to terminate this Agreement by written notice to Purchaser, which termination shall be effective upon delivery of Supplier’s notice to Purchaser. Within three (3) Business Days of the effective date of such termination, Purchaser shall pay to Supplier the liquidated damages set forth on the termination schedule attached hereto as Exhibit G (“Termination Schedule”), which shall constitute Supplier’s exclusive remedy, and Supplier shall have no right to damages or compensation for such termination other than payment of the liquidated damages set forth on the Termination Schedule.

14.5     Cancellation Due to a Force Majeure Event. If Supplier is entirely prevented from performing its obligations hereunder for a period of one-hundred eighty (180) consecutive days as a result of the occurrence of a Force Majeure Event suffered by Supplier, then Supplier may cancel, without additional liability, any then remaining unperformed portion of this Agreement, upon

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not less than thirty (30) Business Days’ prior written notice to the Purchaser; provided, however, that nothing in this Section 14.5 shall relieve or excuse Supplier from its obligations under Article 7 of this Agreement in respect of the occurrence of a Force Majeure Event or relieve either Party from any payment obligation that has accrued as of the date of cancellation or prior thereto; provided further, however, that any payment obligations of Purchaser shall be reduced by the amount of funds received by Supplier, if any, in connection with the resale of any Turbines or Turbine components sold that are applicable to such payment obligations of Purchaser, and, if following such reduction, Purchaser is owed a refund of some portion of the Purchase Price from Supplier, Supplier shall refund to Purchaser the applicable amount of Purchase Price previously paid to Supplier within thirty (30) days of such termination.

14.6     Termination for Convenience. The Purchaser shall have the right to terminate this Agreement for convenience with respect to any Turbine until title to such Turbine has passed to Purchaser. Such termination shall be effective upon the later to occur of (i) delivery to Supplier of written notice of termination and (ii) receipt by Supplier of liquidated damages in the amount on a per Turbine basis with respect to such Turbine in accordance with the Termination Schedule attached to this Agreement as Exhibit G.

14.7     Surviving Obligations. Cancellation or expiration of all or any portion of this Agreement (a) shall not relieve Purchaser of its obligations with respect to the confidentiality of Supplier’s proprietary information as set forth in Section 4.5 of this Agreement, or either Party of its confidentiality obligations as set forth in Section 16.9 of this Agreement, (b) shall not relieve either Party of any obligation hereunder which expressly or by implication survives termination hereof, and (c) except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, shall not relieve either Purchaser or Supplier of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination or arising out of such termination, and shall not relieve Supplier of its obligations as to portions of the items supplied or other services hereunder already supplied or performed or of obligations assumed by Supplier prior to the date of termination. This Article shall survive the termination or expiration of this Agreement.

ARTICLE 15

DISPUTE RESOLUTION

15.1     Procedure. In the event a dispute, controversy or claim (herein, a “dispute”) arises between Purchaser and Supplier relating to this Agreement, the aggrieved Party shall promptly provide written notification of the dispute to the other Party within ten (10) days after such dispute arises and the Parties shall resolve such dispute as provided herein:

15.1.1         Executives Meeting. A meeting shall be held between the Parties, attended by representatives of the Parties with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. Such meeting shall be held in Carpinteria, California within thirty (30) days after a notice of dispute has been delivered under Section 15.1 above.

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15.1.2         Independent Engineer’s Decision. If the dispute involves a technical issue, within ten (10) days after such meeting, the Parties have not resolved the dispute, either Party shall submit the dispute to the Independent Engineer for a non-binding determination, together with such information in support of their position as may be relevant, which information will simultaneously be sent to the other Party. The Independent Engineer may hold separate meetings with each Party or call a joint meeting of the Parties, to be held in Carpinteria, California. The Independent Engineer shall, within thirty (30) days after such request for a determination, issue a non-binding decision. Any Party which does not wish to comply with such decision shall promptly provide written notification of its intention to the other Party within five (5) days of such decision. The Parties shall meet in Chicago, Illinois within twenty (20) days of such notice to attempt, in good faith, to negotiate a final resolution to the dispute. Any Party which does not wish to comply with such decision shall within ten (10) days after the date of such meeting submit the dispute to arbitration within twenty (20) days after the date of such decision to arbitration in accordance with Section 15.1.3 below. The Parties shall share equally the costs of the Independent Engineer.

15.1.3         Arbitration.

(a)           If the Parties are not successful in resolving a dispute, controversy or claim pursuant to Sections 15.1.1 and 15.1.2, above, then such dispute shall be resolved through binding arbitration to take place in Chicago, Illinois. The Parties agree to conduct all arbitration proceedings in accordance with the Commercial Arbitration Rules of the American Arbitration Association. This Section 15.1.3 is governed by the Federal Arbitration Act.

(b)           A Party desiring to submit to arbitration any such dispute, controversy or claim shall furnish its demand for arbitration in writing to the other Party or Parties thereto, which demand shall contain a brief statement of the matter in controversy, as well as a list containing the names of three (3) suggested arbitrators from the list of arbitrators maintained by the American Arbitration Association (the “AAA List”) from which list, or from other sources, all of the Parties shall choose one (1) mutually acceptable arbitrator. If the Parties are unable to agree upon the identity of a single arbitrator, within ten (10) days from the receipt of such demand, the Purchaser and the Supplier shall each (collectively, the “Arbitrating Parties”), within a period of five (5) additional days, name from the AAA List one (1) arbitrator by written notice to the other Arbitrating Party or Parties. Within ten (10) days after this notice, the two (2) arbitrators so named shall choose a third arbitrator. If any Arbitrating Party fails to name an arbitrator within the specified five (5) day period or if the two arbitrators chosen by the Arbitrating Parties fail to select a third arbitrator within the ten (10) day period, then either Arbitrating Party, on behalf of and on notice to the other Arbitrating Party or Parties, may request appointment by the American Arbitration Association in accordance with its rules then prevailing of the required additional arbitrator or arbitrators so that there shall be a panel of three (3) arbitrators. If the American Arbitration Association should fail to appoint the necessary arbitrator or arbitrators within fifteen (15) days after such request is made, then either Arbitrating Party may apply, on notice to the other Arbitrating Party or Parties, to a court of competent jurisdiction for the appointment of such necessary additional arbitrators. Each of the arbitrator or arbitrators chosen or appointed pursuant to

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this Section 15.1.3(b) shall be a person having at least ten (10) years experience in the United States in the legal profession and shall not be a past or present officer, director or employee of, or have any material interest in, any Arbitrating Party or any Affiliate of an Arbitrating Party. All discovery, including the right to take depositions and interrogatories, shall be permitted in the time and manner provided by the then applicable Federal Rules of Civil Procedure. The Arbitrating Parties shall be entitled to reasonable discovery prior to the arbitration hearing, and the arbitrator or arbitrators, as the case may be, shall have the power upon application of any Arbitrating Party to make all appropriate orders for discovery from the other Arbitrating Party, including discovery of documents, responses to interrogatories, and depositions. The scope, time and manner of discovery, including all document discovery, are to be in accordance with the U.S. Federal Rules of Civil Procedure. Notwithstanding the foregoing, discovery allowed each of the Arbitrating Parties shall not exceed: (i) five (5) party depositions; (ii) three (3) nonparty depositions; (iii) three (3) depositions of any experts selected to give opinions in the arbitration (as well as the production of any documents relied upon by such experts); and (iv) fifteen (15) interrogatories (with each subpart counted as a separate interrogatory). Discovery shall not include requests for admissions. No deposition shall last more than two (2) days in length. Further, all discovery must, without exception, be completed within one hundred twenty (120) days from the date the arbitration panel is appointed. Any documents that are not produced to the other Arbitrating Party prior to the termination of this 120-day discovery period may not be offered into evidence at the arbitration hearing unless such production shall not prejudice the non-producing Arbitrating Party as determined by the arbitrator or arbitrators, as the case may be. Likewise, any witnesses who have not been produced for deposition, despite a request from the other side, may not testify or submit affidavits at the arbitration hearing.

(c)           The arbitrator or arbitrators, as the case may be, shall render his, her or their decision, in the latter case upon the concurrence of at least two (2) of their number, as soon as possible but no later than thirty (30) days after the conclusion of any hearings before such arbitrator or arbitrators, as the case may be, unless such 30-day period is extended by the arbitrator or arbitrators, as the case may be. The decision and award shall in either case be in writing and counterpart copies of such decision shall be delivered to each of the Arbitrating Parties. Such decision shall be based solely upon the written arguments and contentions, evidence and legal authorities, submitted by each Arbitrating Party. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. Any award rendered shall be final and conclusive upon the parties and a judgment on any such award may be entered in any court having jurisdiction, state or federal, having jurisdiction. No arbitration proceeding shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable statute of limitations. Notwithstanding anything to the contrary contained in this section or elsewhere in this Agreement, provisional injunctive or other provisional equitable relief may be sought by the parties without first submitting the subject dispute to arbitration so long as injunctive relief is otherwise warranted by applicable law.

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15.2     Qualifications of Arbitrators; Expenses.

(a)           The arbitrators in the arbitration proceeding provided for in this Article 15 shall be individuals experienced in the energy construction industry and competent to pass on the matter presented for arbitration.

(b)           Supplier, on the one hand, and Purchaser, on the other, shall share equally the compensation and expenses of the arbitrators as well as all fees imposed by the AAA. Supplier and Purchaser shall be responsible for their own costs and legal fees, if any. Notwithstanding the foregoing, a majority of the arbitrators shall be empowered to award the prevailing Party its costs, expenses and/or legal fees.

15.3     Performance During Dispute. While any controversy, dispute or claim arising out of or relating to this Agreement is pending, Purchaser and Supplier shall continue to perform their obligations hereunder notwithstanding such controversy, dispute or claim.

15.4     Consolidation. No arbitration arising under this Agreement shall include, by consolidation, joinder or any other manner, any person or entity not a Party to this Agreement, unless (a) such person or entity is substantially involved in a common question of fact or law, (b) the presence of such person or entity is required if complete relief is to be accorded in the arbitration, and (c) such person or entity has consented to such inclusion.

15.5     Language. All arbitration proceedings shall be conducted in the English language.

ARTICLE 16

GENERAL PROVISIONS

16.1     Waiver. No delay or omission by the Parties hereto in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy nor shall it be construed as a bar to or waiver of any such right or remedy on any future occasion.

16.2     Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of Supplier and Purchaser. Except as set forth herein, neither Supplier nor Purchaser may assign, convey or transfer this Agreement, in whole or in part, except upon the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, and any such purported transfer or assignment shall be null and void. Notwithstanding any permitted assignment hereunder, the assignor shall remain liable to the other Party for all duties and responsibilities hereunder unless affirmatively recited by the other Party.

16.3     Permitted Assignments. Notwithstanding Section 16.2 above, (i) either Party may transfer or assign its rights, benefits and obligations under this Agreement to an Affiliate; provided, that if requested by Purchaser, Supplier shall execute and deliver a guaranty of the performance hereunder by such an assignee, (ii) Purchaser may assign its rights, benefits and obligations under this Agreement to any purchaser of the Project; provided, that Purchaser may not transfer or assign this Agreement in whole or in part to a wind turbine design or manufacturing competitor of Supplier without the prior written consent of Supplier, which consent may be withheld in Supplier’s sole discretion and which may be conditioned upon the creditworthiness of the purchaser, (iii) Supplier is

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authorized to subcontract any portion of its duties under this Agreement to a third party or to delegate its obligations hereunder, in the ordinary course of its business, without reducing the scope of Supplier’s undertakings, obligations, and commitments to Purchaser, provided that Supplier agrees that it will not use any supplier for any Major Turbine Components not listed on Exhibit H without Purchaser’s advance written consent, such consent not to be unreasonably withheld, conditioned or delayed, and (iv) a Party, without the consent of the other Party, may assign its interest in this Agreement to a lender, collateral trustee, security trustee or similar entity as collateral security for any financing entered into by the assigning Party, including a lease financing. The non-assigning Party shall, upon fifteen (15) days’ prior written request from the assigning Party, execute a consent containing customary terms and conditions, to any such collateral assignment. Further, notwithstanding Section 16.2 above, Purchaser shall have the right to assign no less than all of its rights, duties and obligations under the Turbine Supply Documents to any third party, subject to, and conditioned upon, the prior written consent of Supplier, which shall not be unreasonably withheld, conditioned, or delayed; provided however that any such assignment is conditioned upon the receipt of a guarantee for the benefit of Supplier of the performance of the contract obligations, including payment security, in a form acceptable to Supplier, in its sole and absolute discretion. Any such assignment to a third party also shall be subject to the following: (i) prior to the effectiveness of such assignment, the third party assignee shall agree to revisions to the Turbine Supply Documents as determined by Supplier to be reasonably necessary, to effect the purchase and installation of the Turbines by the third party assignee at a project site to be determined between Supplier and any such third party assignee, (ii) the third party assignee shall assume all of the duties, obligations, restrictions and covenants of Purchaser under the Turbine Supply Documents, as revised, (iii) any monies or other consideration received by, or otherwise payable to, Purchaser from the third party assignee in connection with such assignment, in excess of the Down Payment and any Progress Payments actually paid by Purchaser to Supplier, other than the reasonable actual documented expenses incurred by Purchaser in connection with the assignment of the Turbine Supply Documents to the third party, shall be paid to Supplier and (iv) Purchaser shall pay to Supplier all of Supplier’s costs associated with such assignment from Purchaser to the third party assignee, including but not limited to all of Supplier’s costs (including reasonable legal fees) incurred in connection with the revision of the Turbine Supply Documents, within thirty (30) days of receipt of an applicable invoice from Supplier.

16.4     Notices.

(a)           Any notice required or authorized to be given hereunder or any other communications between the Parties provided for under the terms of this Agreement shall be in writing (unless otherwise provided) and shall be served personally or by reputable express courier service or by facsimile transmission addressed to the relevant Party at the address stated below or at any other address notified by that Party to the other as its address for service. Any notice so given personally shall be deemed to have been served on delivery, any notice so given by express courier service shall be deemed to have been served two (2) Business Days after the same shall have been delivered to the relevant courier, and any notice so given by facsimile transmission shall be deemed to have been served on dispatch. As proof of such service it shall be sufficient to produce a receipt showing personal service, the receipt of a reputable courier company showing the correct address of the addressee or an activity report of the sender’s facsimile

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machine showing the correct facsimile number of the Party on whom notice is served and the correct number of pages transmitted.

(b)          The Parties’ addresses for service are:

To Purchaser:	UPC Wind Acquisition V, LLC
	c/o UPC Wind Management, LLC
	85 Wells Ave., Suite 305
	Newton, MA 02459
Attn:	General Counsel
	Facsimile:	(617) 964-3342
	Telephone:	(617) 964 3340
To Supplier:	Clipper Turbine Works, Inc.
	6305 Carpinteria Avenue, Suite 300
	Carpinteria, California 93013
	Attn:	General Counsel
	Facsimile:	805.899.1115
	Telephone:	805.690.3275
with a copy to:	Chadbourne & Parke LLP
	350 South Grand Avenue, Suite 3300
	Los Angeles, CA 90071
	Attn:	Edward W. Zaelke
	Facsimile:	213.622.9865
	Telephone:	213.892.1000

16.5     Governing Law. This Agreement and all matters arising hereunder or in connection herewith shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.

16.6     Amendments. This Agreement may be modified or amended only by an instrument in writing signed by the Parties hereto.

16.7     Attachments Incorporated. The preamble and recitals of this Agreement, and the Exhibits attached hereto, are hereby incorporated into and made a part of this Agreement.

16.8     Entire Agreement. The terms and conditions set forth herein, together with those set forth on all Exhibits attached hereto, constitute the complete statement of the agreement between Supplier and Purchaser relating to the subject matter hereof. No prior statement or correspondence shall modify or affect the terms and conditions hereof. Prior representations, promises, warranties or statements by Supplier or Purchaser, or by any agent or employee of Supplier or Purchaser, that differ in any way from the terms and conditions hereof shall be given no effect.

16.9     Confidentiality. Each Party agrees to keep the terms and provisions of this Agreement and all materials and information that each receives pursuant hereto or in connection herewith or in connection with the Project in the strictest confidence and not to disclose any of the foregoing to any party other than the respective lenders, investors, attorneys, accountants, Affiliates,

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officers and directors of each Party or as such Party may be required by law, court order or in any litigation to disclose. This Section 16.9 shall survive the termination of this Agreement. Notwithstanding the foregoing, Supplier shall be entitled to announce by press release or other means that it has agreed to furnish the Turbines for the Project. The Parties agree that, with respect to press releases concerning the Project, they will endeavor to cooperate and share information with one another so that the Parties are identified, to the extent practicable in press releases regarding the Project. Supplier and Purchaser will each provide copies of all press releases issued regarding the Project to the other. Furthermore, the restrictions of this Section 16.9 shall not prohibit or restrict Supplier from using or disclosing the availability and performance data from the Project in connection with its sales, maintenance and other internal purposes; provided, however, that no specific reference shall be made to the Project in connection with the disclosure of such data.

16.10   Counterparts. This Agreement may be executed by the Parties in one or more counterparts, all of which taken together, shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes (and such signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes).

16.11   English Language Documents. Any document, manual, certificate or notice required or authorized to be given hereunder for the operation of the Project shall be provided in the English language.

16.12   Severability. In case any provision in this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected.

16.13   Headings. The headings and captions used in this Agreement are inserted for reference and convenience only and the same shall not limit or construe the sections, articles or paragraphs to which they apply or otherwise affect the interpretation thereof.

16.14   Agreement Revisions. Following the execution of this Agreement by the Parties, if either Party requests a change to the Agreement in order to (i) correct any inconsistency contained within the Agreement or among the Turbine Supply Documents or (ii) clarify any ambiguities in the Agreement to reflect the intent of the Parties, then the Parties agree to work in good faith to amend the language of the Agreement to conform to any such requested change.

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the duly authorized representatives of Purchaser and Supplier as of the date first written above.

CLIPPER TURBINE WORKS, INC.,
a Delaware corporation
By:
Name:
Title:
UPC WIND ACQUISITION V, LLC, a Delaware limited liability company
By:	/s/ Paul Gaynor
Name:	Paul Gaynor
Title:	President

[Signature Page to Turbine
Supply Agreement]

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the duly authorized representatives of Purchaser and Supplier as of the date first written above.

CLIPPER TURBINE WORKS, INC.,
a Delaware corporation
By:	/s/ Robert Gates
Name:	Robert Gates
Title:	Sr. Vice Pres
UPC WIND ACQUISITION V, LLC, a Delaware limited liability company
By:
Name:
Title:

[Signature Page to Turbine
Supply Agreement]

APPENDIX I

DEFINITIONS

“Additional Cost Event” means (a) an Emergency, (b) a Force Majeure Event or an Operating Force Majeure Event, (c) damage caused by an act or omission of the Owner or a third party (other than an Affiliate, Subcontractor or other agents or designees of the Operator) which is required to be repaired in order for the Turbines to be operated and maintained in accordance with the standard set forth in this Agreement, or (d) the receipt by the Operator of a written request from the Owner for the Operator’s performance of Additional OMS Services.

“Affiliate” means, with respect to any Party, any Person or entity which, directly or indirectly, is in control of, or is controlled by, or is under common control with such Party or any Subsidiary of such Party. For the purposes of this definition, control of a Party shall mean the power, direct or indirect, (a) to vote in excess of fifty percent (50%) or more of the securities having ordinary voting power for the election of directors, (b) to direct or cause the direction of the management and policies of such Party, whether by contract or otherwise.

“After Tax Value” means an amount equal to the sum of any payment, credit or other original amount (the “Original Amount”) plus an amount that will cause the recipient to retain a sum equal to the Original Amount after federal income taxes at the highest marginal rate are or would be imposed on the After Tax Value.

“Agreement” means the Supply Agreement, the Warranty Agreement or the OMS Agreement, as the context requires.

“Ancillary Parts and Equipment” means those ancillary parts, materials and equipment listed in Exhibit A to the Supply Agreement, which are typically required, together with the Major Turbine Components, to form a Turbine.

“Annual Windsystem Availability” or “AWA” has the meaning given in Exhibit A to the Warranty Agreement.

“Availability” has the meaning given in Exhibit A to the Warranty Agreement.

“Available Hours” has the meaning given in Exhibit A to the Warranty Agreement.

“Average Nominal Measured Energy” or “ANME” has the meaning given in Exhibit C to the Warranty Agreement.

“AWA Period Revenue” shall have the meaning given in Exhibit A to the Warranty Agreement.

“Base Hours” has the meaning given in Exhibit A to the Warranty Agreement.

“Business Days” means Monday through Friday of each week, except holidays in which commercial banks in the United States are required or permitted to close.

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“Change in Law” means, after the date hereof, the enactment, modification or repeal or any Governmental Requirements, or any change in the interpretation of any Governmental Requirements by any Governmental Authority or court of law, that materially affects Supplier’s schedule for performing any of its obligations hereunder; provided a change in applicable tax law shall not constitute a “Change in Law” hereunder.

“Commencement Date” means the date upon which the Supplier shall have timely received the entirety of (a) the Down Payment, (b) the Parent Guaranty, and such other fees as may be applicable.

“Commissioning” or “Commissioning Work” means the installation inspection, field commissioning and acceptance testing, and controller power-up test, and start-up work to be conducted by Supplier under the Supply Agreement, for each Turbine, in accordance with the Commissioning and Start-Up Procedures.

“Commissioning and Start-Up Procedures” means the field commissioning and acceptable testing and start-up test and inspection procedures set forth on Exhibit O of the Supply Agreement.

“Commissioning Certificate” means a certificate issued by Supplier to Purchaser, in the form attached as Exhibit M to the Supply Agreement, following completion of Commissioning of each Turbine.

“Complete” or “Completion” shall mean, with respect to any Turbine, that (i) all Turbine Components have been delivered to the Project Site and installed in accordance with the Installation Procedures, (ii) Purchaser has completed the necessary terminations and connections of the collection lines and the SCADA communication lines into the controller in the base of the Turbine Tower using the collection lines and SCADA communication lines supplied by Purchaser, and (iii) the Turbine has been Commissioned.

“Completion Schedule” shall mean the schedule for the completion by Supplier and Purchaser, as applicable, of Turbine installation and Commissioning as set forth in Exhibit T to the Supply Agreement.

“CPI” shall mean the Consumer Price Index for the United States City Average, All Urban Consumers (CPI-U), All Items (base index year 1982-1984=100), as published by the United States Department of Labor, Bureau of Labor Statistics.

“Default Rate” means a per annum rate of interest equal to the lesser of (a) the maximum rate permitted by law and (b) twelve percent (12%) per annum.

“Defect” means a defect in any part or component of a Turbine covered under the Standard Warranty that causes such part or component to fail during the Warranty Period. A component is deemed to have “failed” only when it either (i) breaks, or (ii) ceases to perform the operation for which it was designed, intended or installed; provided, however, that normal wear and tear shall not constitute failure.

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“Delivery” or “Delivered” means when a Supply Item is made available by Supplier for pickup by Purchaser at its respective Designated Delivery Location, provided however, that Purchaser may not take custody and control of the said Supply Item until the applicable Progress Payment has been made by Purchaser and received by Supplier.

“Delivery Schedule” shall mean the schedule as set forth in Exhibit L to the Supply Agreement for the Delivery by Supplier of the Supply Items to the Designated Delivery Locations.

“Designated Delivery Location” shall have the meaning given in Section 5.4 of the Supply Agreement.

“Down Payment” shall have the meaning given in Section 3.1 of the Supply Agreement.

“Down Payment Date” shall have the meaning given in Section 3.1 of the Supply Agreement.

“Effective Date” shall mean the date of the Supply Agreement.

“Electrical Infrastructure” means the pad mounted transformers, feeder lines, high voltage feeder lines, switches and all other related facilities owned by Purchaser through which the electrical power generated by the Turbine is transferred from the point of connection at the Turbine Controller to the Interconnection Facilities.

“Emergency” means an event occurring at the Project Site, or the Maintenance and Spare Parts Facility or any adjoining property that poses actual or imminent risk of serious personal injury or material physical damage to the Project, or parts thereof, requiring immediate preventative or remedial action.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, environmental release or threatened environmental release of any Hazardous Substance or to health and safety matters, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, as the same may be amended from time to time, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. §§ 1801 et seq. and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq.; and any state and local counterparts or equivalents, in each case as amended from time to time.

“EPC Contract” means that certain agreement(s), if any, by and between Purchaser and EPC Contractor(s), for the erection of the Turbine and the design, supply, construction, installation and commissioning of (i) crane pads, laydown areas, temporary construction roads

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and storage yards, (ii) permanent roads, Turbine foundations and transformer foundations, (iii) the Electrical Infrastructure, (iv) the SCADA System, including communication lines, (v) any control and operation and maintenance buildings and facilities (vi) and other civil and electrical elements and other work for the Project.

“EPC Contractor(s)” means such person or entity selected by Purchaser as principal contractor for performing work under the EPC Contract.

“Escrow Agent” means such party as agreed upon by Supplier and Purchaser to serve as the escrow agent.

“FAA” means the Federal Aviation Administration.

“Final Assembly Work” shall mean the final assembly work for the completion of Turbine component assembly, as set forth in Exhibit P to the Supply Agreement, prior to the installation of the Turbine.

“Financing Documents” means the financing agreement, by and among the Purchaser or one of its Affiliates, and the lenders or other financial institutions from time to time party thereto by which the Purchaser or one of its Affiliates intends to raise capital to finance the construction of the Project.

“Force Majeure Event” means any event beyond the reasonable control of the Party affected which materially affects its performance hereunder, including, without limitation: war, hostilities, insurrection, riot, vandalism or other public disorder or civil disturbance; terrorism; perils at sea, acts of God, fire, hurricanes, tornadoes (including tornado watches or warnings for the Project Site issued by the National Weather Service), mudslides, hail, earthquakes, lightning, other extreme weather conditions, and, during Commissioning or repairs, wind in excess of fifteen (15) meters per second or that would make necessary lifting unsafe, but only for so long as such winds persist; expropriation or confiscation; strikes, lockouts or other labor disputes; perils at sea; or unforeseen delays in transportation or shipping, including with respect to roadways, harbors, ports and other transportation and shipping infrastructure; any Change in Law; or damage to any part of Supplier’s factories or assembly plants, or the factories or assembly plants of its Subcontractors. Force Majeure Events shall include those Force Majeure Events experienced by any of Supplier’s Subcontractors in circumstances where Supplier is not able to reasonably reallocate the work of that Subcontractor to an alternative vendor.

“Germanischer Lloyd” means Germanischer Lloyd Windenergie GMBH.

“Germanischer Lloyd Turbine Certification”, “GL Certificate” or “GL Certified” means a certification of the Turbine to be issued by Germanischer Lloyd.

“Governmental Authority” means the government or any federal, state, municipal or other political subdivision in which the Project is located, or any other governmental or political subdivision thereof exercising jurisdiction over the Project or, with respect to their rights and obligations hereunder or, with respect to the Project, the Parties, including all agencies and instrumentalities of such governments and political subdivisions.

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“Governmental Requirements” means all laws, statutes, codes, rules, regulations, orders, and decrees of any Governmental Authority in effect on the date hereof, including all authorizations, consents, registrations, exemptions, Permits and licenses with or from any Governmental Authority, applicable to the Project or, with respect to their rights and obligations hereunder or with respect to the Project, the Parties.

“Guarantor” means UPC Wind Partners, LLC as guarantor under that certain Guaranty to be entered into between Supplier and UPC Wind Partners, LLC.

“Hazardous Substances” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Independent Engineer” means Garrad Hassan, Germanischer Lloyd, the National Renewable Energy Laboratory, or Global Energy Concepts, or such other independent engineer as mutually agreed.

“Installation Procedures” means the procedures for the proper (i) assembly, erection and installation of the Towers on the Turbine foundations supplied by Purchaser, (ii) grouting of the Turbines to the Tower foundations and tightening of all bolts using the appropriate torque; (iii) assembly, erection and installation of the Turbine Nacelles and Turbine Blades upon the Towers as specified in the Turbine Specifications, Prudent Wind Industry Practices and Prudent Electrical Industry Practices; (iv) installation and testing of the Turbine electrical cables, communication cables, and control panels within the Turbine, and (v) connection of the cables from each Turbine Nacelle to the main circuit breaker within the ground controllers, all in accordance with the Turbine Installation Manual.

“Installation Work” means the work required pursuant to the Installation Procedures to assemble, erect and install the Turbines.

“Intellectual Property Rights” means and refers to all patents, copyrights, trademarks, service marks, trade secrets and all similar and related intellectual property rights protected under any statutes, laws, codes, rules or regulations and any licenses and other rights obtained by Supplier or its Affiliates from third parties.

“Interconnection Facilities” means all the land rights, materials, equipment and facilities to be installed by Purchaser for the purpose of interconnecting the Turbines to the Project’s substation so as to permit the delivery of electrical energy generated by the Turbines to the interconnection point within the Project’s substation, which shall include, but shall not be limited to, electrical interconnection, switching, metering, relaying, communication and safety equipment.

“Lenders” shall mean those lenders providing financing for the Project.

“Maintenance and Spare Parts Facility” means the location from which Operator will perform the OMS Services.

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“Major Turbine Components” means the Turbine Nacelle, Turbine Controller, Turbine hub, Turbine Blades and Tower for each Turbine, as such items are more particularly described in the Turbine Specifications.

“Nominal Expected Energy” or “NEE” has the meaning given in Exhibit C of the Warranty Agreement.

“Nominal Measured Energy” or “NME” has the meaning given in Exhibit C of the Warranty Agreement.

“OMS Agreement” means that certain Operation and Maintenance Service Agreement, executed or to be executed between Supplier (or an Affiliate of Supplier) and Purchaser (or an Affiliate of Purchaser) of even date herewith, pursuant to which Supplier (or an Affiliate of Supplier) will operate, maintain and service the Turbines.

“OMS Manual” means the detailed operations, and maintenance service manual for the Turbines supplied to Purchaser by Supplier, together with any future updates and supplements thereto provided by Supplier.

“Operating Force Majeure Events” means any event beyond the reasonable control of Supplier or Operator, as applicable, including, without limitation, (i) war, hostilities, insurrection, riot, vandalism or other public disorder or civil disturbance; acts of God, fires, hurricanes, thunder storms (including thunder storm watches or warnings declared for the area including the Project Site by the National Weather Service), tornadoes (including tornado watches or warnings declared for the area including the Project Site by the National Weather Service), mudslides, hail, earthquakes, lightning (including lightning blade strikes), or explosions; expropriation or confiscation, strikes, lockouts or other labor disputes, a Change in Law; epidemic or quarantine; damage or obstruction to any part of the Project caused by persons other than Supplier, its Affiliates or their respective Subcontractors; a condition at the Site that would not reasonably have been discovered by a project supplier comparable in experience to Supplier conducting a competent and diligent visual inspection, (ii) wind velocity at a constant speed or in gusts such that a reasonably prudent professional qualified operator engaged in the business of performing routine maintenance on wind energy generation facilities comparable to the Project owned by it, acting for the advancement and protection of its own economic interests, would not make the required repair at such time due to risks to persons or property, (iii) with respect to the Turbines, any conditions at the Project Site that are either outside the operating parameters or standards for an IEC Class IIB wind turbine, as published as of the Effective Date by the IEC, or outside the operating parameters or standards for the Turbine, as set forth in the Turbine Specifications, which operating parameters or standards may include, without limitation, conditions involving ambient temperatures or wind speed and/or turbulence at the air density at the Project Site, (iv) delays caused by inclement weather within the vicinity of the Project Site and affecting the operation of the Project to the extent that such inclement weather is materially greater than that normally experienced for the time of year and locality and (v) unavailability of the grid for any reason not caused by Supplier. The failure to provide Interconnection Facilities that are energized and operational in a manner that will permit the transmission and sale of

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power from a Turbine and related Electrical Infrastructure shall be deemed an Operating Force Majeure Event with respect to such Turbine until such time as the Interconnection Facilities are provided and sufficiently operational with respect to each such Turbine.

“Operator” shall mean the person or entity hired by Project Manager to operate the Project pursuant to the OMS Agreement.

“Party” and “Parties” has the meaning given in the Preamble to the Supply Agreement.

“Permit” means any valid waiver, exemption, variance, franchise, permit, authorization, license or similar order, of or from any federal, state, county, municipal, local, regional, or other governmental body, instrumentality, agency, authority, court or other body having jurisdiction over the matter in question.

“Power Curve” means the energy values produced by the Turbines at the various wind speed bands set forth in Exhibit C-2 of the Warranty Agreement.

“Power Curve Warranty Buydown” means any payment made pursuant to Section 3.3(c) of the Warranty Agreement.

“Progress Payment” shall have the meaning given in Section 3.3 of the Supply Agreement.

“Project” has the meaning given in the Recitals of the Supply Agreement.

“Project Completion” shall occur upon the Completion of the Turbines.

“Project Completion Certificate” shall mean a certificate, in the form attached as Exhibit N to the Supply Agreement, delivered by Supplier to Purchaser following Completion of Commissioning of the Turbines.

“Project Site” means the site described in Exhibit O of the Supply Agreement.

“Proven Power Curve Percentage” or “PPCP” shall have the meaning given in Exhibit B to the Warranty Agreement.

“Prudent Electrical Industry Practices” means those practices, methods, standards and acts (including those engaged in or approved by a significant portion of the power industry for similar facilities in the United States) that at a particular time in the exercise of good judgment would have been expected to comply with Governmental Requirements, and to promote safety, environmental protection, economy and expedition.

“Prudent Wind Industry Practices” means standards and practices that are widely accepted by the wind energy industry for wind projects of this size and that are prudently applied and reasonably anticipated and intended to maximize output and productivity of the Turbines, consistent with their intended design lives.

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“PTC Benefits” means the tax credits that Purchaser may be eligible to claim for the production of renewable energy by the Project in accordance with Section 45 of the United States Internal Revenue Code, as in effect as of the date of this Agreement.

“Purchaser” includes the named Purchaser identified in the Preamble to the Supply Agreement and its successors and permitted assigns.

“Purchaser Permits” mean all Permits required in connection with the development, construction, ownership and operation of the Project, other than the Supplier Permits.

“SCADA System” means a supervisory control and data acquisition system, including a central computer and related software, whether supplied and installed by Supplier or by a third party, as more particularly described in the SCADA System Specifications.

“SCADA System Installation Manual” means the manual attached to the Supply Agreement as Exhibit V.

“SCADA System Specifications” means those specifications set forth on Exhibit U to the Supply Agreement, pertaining to the SCADA System.

“Services” shall mean the Commissioning Work.

“Site Agreements” means any agreement between Purchaser, Project Manager, Supplier or Operator, and any third party, with respect to the operation or maintenance of the Project.

“Subcontractors” means such subcontractors, consultants or suppliers which in the Supplier’s reasonable judgment may be necessary to complete Supplier’s duties and obligations under the Supply Agreement.

“Supplier” includes the named Supplier identified in the Preamble to the Supply Agreement and its successors and permitted assigns.

“Supplier Permits” means the Supplier Permits listed on Exhibit R to the Supply Agreement.

“Supply Agreement” means the Turbine Supply Agreement dated as of December 31, 2007 by and between Supplier and Purchaser and any amendments thereto.

“Supply Items” means, collectively, the Major Turbine Components and Ancillary Parts and Equipment.

“Supply Obligations” means Supplier’s obligations under the Supply Agreement to (i) supply Purchaser the Supply Items and (ii) provide Purchaser certain services in connection with the Supply Items, including (a) supplying, packing, shipping and Delivering all Supply Items to their Designated Delivery Locations; (b) at Purchaser’s request, providing a technical adviser to be present at the Project Site during Turbine Installation; and (c) performing the Commissioning Work.

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“Testing Engineer” means Garrad Hassan Germanischer Lloyd, the National Renewable Energy Laboratory, or Global Energy Concepts, or such other independent engineer as mutually agreed.

“Tower” means each 77.4 meter steel tubular tower component of a Turbine having a hub height of approximately eighty meters (80 m) (measured from the base of such tower to the center of the Turbine hub) upon which a Turbine Nacelle shall be mounted, including all ladders, platforms, internal lighting, safety equipment, and all parts and assemblies necessary for a complete turbine tower, all as further described in the Turbine Specifications.

“Tower Foundation Requirements” means Supplier’s requirements for the foundation upon which the Towers are to be erected (which shall specify foundation loads, bolt configuration, cable configuration and grounding requirements).

“Transferee Agreement and Acknowledgement” means the Agreement and Acknowledgement executed by Owner and delivered to Supplier in the form attached hereto as Exhibit K to this Agreement.

“Transmission Facilities” mean the underground and/or overhead distribution, collection and transmission lines; underground and/or overhead control, communications and radio relay systems and telecommunications equipment; energy storage facilities; interconnection and/or switching facilities, circuit breakers, transformers; cables, wires, fiber, conduit, footings, foundations, towers, poles, crossarms, guy lines and anchors, and any related or associated improvements, fixtures, facilities, appliances, machinery and equipment.

“Turbine” has the meaning given in the Recitals to the Supply Agreement.

“Turbine Blade” means a turbine blade component of a Turbine (each Turbine shall have three (3) Turbine Blades).

“Turbine Component Storage Requirements” means Supplier’s standard requirements for storage and maintenance of Turbine Components pending installation.

“Turbine Controller” means the circuit breaker and controller equipment for each Turbine as further described in the Turbine Specifications.

“Turbine Installation Manual” means Supplier’s detailed manual for the Installation Work.

“Turbine Nacelle” means the turbine nacelle component of a Turbine, including gearbox, generators, blade pitch controls, brakes, hydraulic systems, lightning protection system, and nacelle yaw controls, and associated control and ancillary equipment.

“Turbine Specifications” means those specifications set forth in Exhibit S to the Supply Agreement pertaining to the Turbines.

“Turbine Supply Documents” means, collectively, the Supply Agreement, the Warranty Agreement, the OMS Agreement and all other agreements, documents or other instrument

I-9

executed and delivered by the Parties hereto in connection with the supply, installation (if applicable) and maintenance of the Turbines.

“Warranted Power Curve Percentage” or “WPCP” has the meaning given in Exhibit B to the Warranty Agreement.

“Warranties” means the Standard Warranty, the Availability Warranty, the Power Curve Warranty, the Sound Warranty, and the IP Warranty given hereunder.

“Warranty Agreement” means that certain warranty agreement by and between Supplier and Purchaser of even date herewith, pursuant to which Supplier makes certain covenants and warranties to Purchaser with respect to the Major Turbine Components supplied pursuant to this Agreement.

“Warranty Period Year” means, for the Turbines, the period beginning on the earlier of (a) the date of Project Completion, or (b) six (6) months after the last Major Turbine Component is Delivered to Purchaser, and ending exactly twelve (12) months thereafter, and each of the following four (4) twelve (12) month periods thereafter; provided, however that the last of such periods shall not extend beyond the end of the Warranty Period.

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EXHIBIT J

Guaranty

This GUARANTY (this “Guaranty”) is made as of                2007, by UPC WIND PARTNERS, LLC, a Delaware limited liability company having a primary place of business at c/o UPC Wind Management, LLC, 85 Wells Avenue, Suite 305, Newton, MA 02459 (“Guarantor”), and CLIPPER TURBINE WORKS, INC., a Delaware corporation having a primary place of business at 6305 Carpinteria Avenue, Carpinteria, California 93103 (“Seller”). Guarantor and Seller are referred to herein collectively as the “Parties” and individually as a “Party”. Unless otherwise defined in this Guaranty, all capitalized terms used in this Guaranty shall have the meanings ascribed thereto in the Contract (as defined below).

RECITALS:

WHEREAS, UPC Wind Acquisition V, LLC (“Buyer”) and Seller entered into that certain Turbine Supply Agreement dated as of December 31, 2007 (the “Contract”), for the delivery of thirty five (35) wind turbines, ancillary equipment and certain related services;

WHEREAS, Guarantor is the owner of all the membership interests of Buyer and Guarantor is willing to enter into this Guaranty to satisfy Purchaser’s obligation to deliver a Guaranty required pursuant to the Contract on the terms and conditions set forth below; and

WHEREAS, Seller is willing to accept this Guaranty in satisfaction of Buyer’s obligation to deliver a Guaranty required pursuant to the Contract on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.        Pursuant to the terms and conditions of this Guaranty, Guarantor, as a primary obligor and not merely as a surety, hereby unconditionally and irrevocably guarantees to Seller the prompt payment in full of each Payment (as defined below). If (a) Buyer receives from Seller an invoice for a payment (each, a “Payment”) pursuant to the Contract and; (b) Buyer fails to pay such Payment to Seller in full when due in accordance with the requirements of the Contract; and (c) Seller makes written demand upon Guarantor for payment of the amount of such Payment not so paid by Buyer; Guarantor hereby agrees that it shall pay, or cause to be paid, to Seller on or prior to the date that is five (5) Business Days following Guarantor’s receipt of such demand (such date, the “Last Payment Date”) the balance of such Payment that has not been paid by Buyer to Seller. Guarantor shall have sufficient funds on or prior to the Last Payment Date to satisfy Guarantor’s obligations under this Guaranty. If Guarantor pays to Seller any amount of such Payment due and payable pursuant to the terms and conditions of this Guaranty, Buyer’s payment obligations with respect to such Payment arising under the Contract (such obligations, the “Obligations”) shall be deemed satisfied to the extent of the amount of any such payment, and Buyer shall have no further obligations to Seller pursuant to the Contract with respect to the payment of such amount of such Payment. All payments made by Guarantor pursuant to this Guaranty shall be made without any deduction, offset, counterclaim or setoff of any kind. All existing and future indebtedness of, or other obligations owed by, Buyer to Guarantor is hereby subordinated to all obligations of Buyer to Seller under the Contract. Guarantor hereby unconditionally and irrevocably waives and relinquishes, to the maximum extent permitted by

J-1

applicable law, all rights and remedies accorded to sureties or guarantors and agrees not to assert or take advantage of such rights or remedies.

2.        Seller acknowledges and agrees that the current maximum amount of all Payments that may be payable under the Contract (which may only be increased pursuant to a Change Order) (and the maximum amount of Guarantor’s obligations in connection with and/or arising under this Guaranty) is equal to ***** Dollars ($*****).

3.        This Guaranty shall terminate and be of no further effect upon the earliest of (a) payment in full of the Obligations under the Contract; and (b) the mutual agreement of Guarantor and Seller.

4.        This Guaranty shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns; provided, however, that neither Party may pledge, assign or otherwise transfer any of its rights or obligations under this Guaranty without the prior written consent of the other Party, and any such attempted pledge, assignment or transfer shall be null and void ab initio.

5.        THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Guaranty to be executed by their respective authorized representatives as of the date first written above.

UPC WIND PARTNERS, LLC

By:

Name:

Title:

CLIPPER TURBINE WORKS, INC.

By:

Name:

Title:

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EX-10.7

Exhibit 10.7

EXECUTION VERSION

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ENERGY MANAGEMENT SERVICES AGREEMENT

BY AND AMONG

EVERGREEN WIND POWER, LLC

AND

NEW BRUNSWICK POWER GENERATION CORPORATION

ARTICLE 1. DEFINITIONS		1
1.0	Definitions	1
1.1	Other Defined Terms	8
1.2	Rules of Construction	9
ARTICLE 2. CONDITIONS PRECEDENT; TERM		10
2.0	Conditions Precedent of Buyer	10
2.1	Conditions Precedent of Seller	10
2.2	Closing	11
2.3	Term	11
2.4	Commercial Operation Date	11
ARTICLE 3. PURCHASE OF ENERGY BY BUYER		12
3.0	Sale and Purchase Obligations	12
3.1	Deliveries	12
3.2	Delivered Electricity Price	12
3.3	Test Energy Price	12
3.4	Delivery Costs	12
3.5	Delivery Minimum	13
3.6	NERC Tags	13
3.7	Delivery to ISO-NE	13
3.8	Scheduling Fee	14
3.9	RECs	14
3.10	Capacity Value	14
3.11	Rates and Charges Not Subject to Review	14
3.12	Costs and Charges	14
3.13	Title and Risk of Loss	15
3.14	Standard of Operation	15
3.15	Operating Procedures	15
3.16	Outages	16
3.17	Electricity Output Communications	16
3.18	Power	16
3.19	Taxes	16
3.20	Exclusive Nature of Agreement	17
ARTICLE 4. REPRESENTATIONS AND WARRANTIES		17
4.0	Representations and Warranties	17
4.1	Specified Authorizations	18
4.2	No Immunity	18
4.3	No Other Representations and Warranties	18
ARTICLE 5. EVENTS OF DEFAULT AND termination; REMEDIES and early TERMINATION		18

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5.0	Events of Default	18
5.1	Events of Termination	20
5.2	Early Termination	20
5.3	Survival	22
ARTICLE 6. BILLING AND PAYMENT; RECORDS		22
6.0	Billing and Payment	22
6.1	Interest on Late Payments	22
6.2	Disputed Amounts	22
6.3	Records	22
6.4	Currency	22
6.5	Audit	23
ARTICLE 7. ASSIGNMENT; BINDING EFFECT		24
7.0	Assignment	24
7.1	Binding Effect	24
ARTICLE 8. FORCE MAJEURE; INDEMNITY; LIMITATION OF LIABILITY		24
8.0	Force Majeure	24
8.1	Indemnification	25
8.2	Limitations of Remedies, Liability and Damages	25
8.3	Duty to Mitigate	25
8.4	Interruption	26
ARTICLE 9. FINANCIAL ASSURANCES		26
9.0	Credit Support	26
9.1	Increases or Reductions in Credit Support	27
ARTICLE 10. CONFIDENTIALITY		29
10.0	Confidentiality	29
ARTICLE 11. NOTICES AND ADDRESS FOR PAYMENT		29
11.0	Notices	29
ARTICLE 12. DISAGREEMENTS		31
12.0	Negotiations	31
12.1	Arbitration	31
12.2	Settlement Discussions	32
12.3	Preliminary Injunctive Relief	33
12.4	Confidential Proceedings	33
12.5	Submission to Jurisdiction	33

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ARTICLE 13. MISCELLANEOUS		33
13.0	Entirety	33
13.1	Choice of Law	33
13.2	Non-Waiver	33
13.3	Headings; Attachments	34
13.4	Counterparts	34
13.5	Forward Contract	34
13.6	Other	34

SCHEDULES
SCHEDULE A	Delivered Electricity Price
SCHEDULE B	Minimum Delivered Electricity Amount
SCHEDULE C	Scheduling Fee
SCHEDULE D	Exposure Amount Calculation
SCHEDULE E	Initial Mass Hub Index
EXHIBITS
EXHIBIT A	Operating Procedures
EXHIBIT B	Form of Initial Seller LC
EXHIBIT C	Form of Initial Buyer LC
EXHIBIT D	Form of Assignment Agreement

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ENERGY MANAGEMENT SERVICES AGREEMENT

This Energy Management Services Agreement is entered into as of the 31st day of July, 2006, by and between Evergreen Wind Power, LLC, a Delaware limited liability company with principal offices located c/o UPC Wind Management, LLC, 100 Wells Ave., Suite 201, Newton, MA, USA (“Seller”), and New Brunswick Power Generation Corporation, a corporation created under the Business Corporations Act of New Brunswick, having its head office at 515 King Street, P.O. Box 2040, Fredericton, New Brunswick, Canada (“Buyer”).

RECITALS

1.Seller is the operator of a wind generation facility that is located on the Premises (as defined below) owned by Seller.

2.Buyer wishes to purchase and Seller wishes to sell electric energy from the Facility delivered to the Delivery Point (as defined below) in accordance with the terms herein.

3.Buyer wishes to transfer energy produced by the Seller to the New England market.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, Buyer and Seller agree as follows:

ARTICLE 1.

DEFINITIONS

1.0Definitions.  As used in this Agreement, the following terms shall have the respective meanings set forth below.

“Acceptable Financial Institution” means a United States commercial bank or foreign commercial bank with a United States office, with a minimum of one billion U.S. dollars capital and surplus, in each case with a credit rating of at least A- by S&P or A3 by Moody’s.

“Affiliate” means any Person that directly or indirectly Controls, is Controlled by, or is under common Control with the Person in question.

“Agreement” means this Energy Management Services Agreement, including all Schedules and Exhibits attached hereto.

“Affected Party” means the party declaring a Force Majeure event as set forth in Section 8.0.

“Business Day” means a day on which Federal Reserve member banks in New York, New York are open for business.

“Buyer Credit Support” means the Initial Buyer LC or any replacement credit support provided by Buyer pursuant to Article 9, as such Initial Buyer LC or replacement credit support is reduced or increased pursuant to Article 9.

“Buyer Electricity Index” shall mean the ***** used to calculate the Buyer Exposure Amount pursuant to Schedule D attached hereto. An example of the Buyer Electricity Index is included as Schedule D attached hereto.

“Buyer Exposure Amount” means, at any given time, the amount determined in accordance with Part I of Schedule D attached hereto. A sample calculation of the Buyer Exposure Amount is also set forth in Part I of Schedule D.

“Capacity Value” shall mean all credits or value associated to the forced or unforced capacity of the Facility.

“COD Deadline” shall mean July 31, 2007, except that the COD Deadline shall be extended day for day for any extension of the Scheduled Commercial Operation Date pursuant to the definition thereof.

“Commercial Operation Date” means 2 days after the Seller provides written notice to the Buyer that all of the following conditions have been satisfied: (i) the Interconnection Agreement has been executed and delivered, (ii) all Turbines at the Facility have been installed and are able to generate Excess Electricity, and (iii) a third party engineer has certified that the Facility is complete and ready for commercial operation and all related facilities and rights have been completed or obtained, including such facilities and rights contemplated by the Interconnection Agreement, to allow regular operation.

“Construction Delay Damages” means, for any given calculation period from the Scheduled Commercial Operation Date until the Commercial Operation Date, *****. For the avoidance of doubt, for any given calculation period from the Scheduled Commercial Operation Date until the Commercial Operation Date, *****.

“Control” means the possession or ownership, directly or indirectly, of the following: (a) in the case of (i) a corporation, 50% or more of the outstanding voting securities thereof, (ii) a limited liability company, partnership, limited partnership or joint venture, the right to 50% or more of the distributions therefrom (including liquidating distributions), (iii) a trust or estate, 50% or more of the beneficial interest therein or (iv) any other entity, 50% or more of the

2

economic or beneficial interest therein; and (b) the power or authority, through the ownership of voting securities, by agreement or otherwise, to direct the management, activities or policies of the applicable Person. The terms “Controlled by” and “under common Control with” have correlative meanings.

“Costs” means any brokerage fees, commissions and other transactional costs and expenses reasonably incurred by a party either as a result of terminating any hedges, forward energy or attribute sales or other risk management agreements and/or entering into new arrangements to replace this Agreement (following the early termination thereof) or the deliveries of electricity that were to have been made hereunder, and, in the case of an Event of Default, reasonable legal costs incurred by the Non-Defaulting Party in enforcing its rights under this Agreement.

“Credit Support” means Buyer Credit Support and/or Seller Credit Support.

“Credit Support Calculation Date” means the last Business Day of any calendar quarter and, if applicable, any interim Margin Call Date or interim Credit Support Reduction Date occurring during any calendar quarter, whether such Margin Call Date or Credit Support Reduction Date, as the case may be, is declared by the Seller or the Buyer pursuant to the applicable definitions thereof.

“Credit Support Reduction Date” means any Business Day on which (a) the sum of the Baseline Buyer Credit Support Amount plus the applicable Seller Exposure Amount on such Business Day is less than the Buyer Credit Support posted on such Business Day by $***** or more or (b) the sum of the Baseline Seller Credit Support Amount plus the applicable Buyer Exposure Amount on such Business Day is less than the Seller Credit Support posted on such Business Day by $***** or more.

“Creditworthy Affiliate” means an affiliate of a party with an Investment Grade credit rating.

“Current Mass Hub Index” means the Mass Hub Index determined on any given Credit Support Calculation Date.

“Defaulting Party” means, in the case of an Event of Default, the party that is in default under Section 5.0.

“Default Rate” means the lesser of (a) Interest Rate plus three percent (3%) or (b) the maximum rate permitted by applicable law.

“Deficient Electricity” means, commencing on the Commercial Operation Date, the difference between actual Delivered Electricity during a calendar quarter and the Minimum Delivered Electricity Amount for that calendar quarter, if the amount of Delivered Electricity during a calendar quarter is less than the Minimum Delivered Electricity Amount for that calendar quarter.

“Deficient Electricity Price” shall mean, during any calendar quarter, the arithmetic average of the FHMC Prices during such calendar quarter as posted on the NBSO’s Website,

3

which such value shall then be converted into US Dollars using the arithmetic average of the daily exchange rates during such quarter (as posted by on the NBSO’s Website).

“Delivered Electricity” means all of the Excess Electricity delivered to the Delivery Point over the System. The Delivered Electricity amount shall not exceed the Nameplate Capacity of the Facility less losses to the Delivery Point.

“Delivery Point” means any point where the MPS and New Brunswick Power Transmission Corporation high-voltage transmission facilities interconnect on the Maine – New Brunswick border.

“Evergreen” means Evergreen Wind Power, LLC, a Delaware limited liability company, its successors and assigns.

“Excess Electricity” means all of the electricity generated at the Facility by means of wind generation other than that needed for the operation of the Facility.

“Exposure Amount” means the Buyer Exposure Amount or the Seller Exposure Amount.

“Facility” means the wind electric generation facility owned by Seller and located at the Premises.

“FERC” means the Federal Energy Regulatory Commission and its predecessor and successor agencies.

“FHMC Price” means the “Final Hourly Marginal Cost,” as published on the NBSO Website.

“Force Majeure” means an event not anticipated as of the Effective Date, which is not within the reasonable control of the party affected thereby, and which by the exercise of due diligence the affected party is unable to overcome or obtain or cause to be obtained a commercially reasonable substitute therefore. Force Majeure includes, but is not restricted to: failure of transmission facilities; acts of God; fire; explosion; civil disturbance; sabotage; action or restraint by court order or public or government authority, so long as the affected party has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such government action; provided that none of the following shall constitute an event of Force Majeure: (a) the loss of Buyer’s markets nor Buyer’s inability economically to use or resell energy purchased hereunder; (b) the Buyer’s inability economically to procure necessary transmission capacity; (c) the loss or failure of Seller’s ability to sell energy to a market at a more advantageous price; or (d) the Seller’s inability economically to procure necessary transmission capacity. A Force Majeure as defined in this Agreement that affects a contractor or supplier to a party, with the effect that the party cannot perform its obligations hereunder, shall be deemed to be a Force Majeure for the affected party hereunder.

“Forced Outage” shall mean an unplanned component failure or other condition that requires the Facility (or portion thereof) to be removed from service immediately, within six hours, or before the end of the next weekend.

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“Initial Mass Hub Index” means the series of electricity prices set forth in Schedule E attached hereto.

“Interconnection Agreement” means the FERC large generator interconnection agreement executed by MPS and Evergreen, dated as of April 14, 2006.

“Interconnection Facilities” means all the facilities installed for the purpose of interconnecting the Facility to the System and owned by Seller, including, but not limited to all transformers and associated equipment, relay and switching equipment, and safety equipment.

“Interest Rate” means, on any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in the Wall Street Journal under “Money Rates,” or (b) the maximum rate permitted by applicable law.

“Investment Grade” means, with respect to any Person, a credit rating (i.e., the rating assigned to an entity’s unsecured, senior long-term debt obligations) by S&P or Moody’s of at least BBB- by S&P or Baa3 by Moody’s.

“ISA” means the Northern Maine Independent System Administrator, or its successor.

“ISO-NE” means the New England Independent System Operator.

“LMP” means locational marginal price.

“Maine Zone” means the load zone for the area in Maine included in ISO-NE as further defined by Market Rule 1 of the ISO-NE tariff.

“Maintenance Outage” means the removal of the Facility from service to perform work on specific components that can be deferred beyond the end of the next weekend, but requires the Facility to be removed from service before the next Planned Outage. Maintenance Outages may occur any time during the year, have flexible start dates, and may or may not have predetermined durations.

“Margin Call Date” means any Business Day on which (a) the sum of the Baseline Buyer Credit Support Amount plus the applicable Seller Exposure Amount on such Business Day exceeds by $***** or more the Buyer Credit Support posted on such Business Day or (b) the sum of the Baseline Seller Credit Support Amount plus the applicable Buyer Exposure Amount on such Business Day exceeds by $***** or more the Seller Credit Support posted on such Business Day.

“Market Delivery Point” means the delivery point at which Buyer sells or transfers title to Delivered Electricity to an Affiliate or third party.

“Mass Hub” means the specific set of pre-defined nodes in Massachusetts for which an LMP is calculated by ISO-NE, as further defined in Market Rule 1 of the ISO-NE tariff.

“Mass Hub Index” means the forward flat (around-the-clock) day-ahead LMP prices for NEPOOL for the remainder of the Term as provided by ICAP Energy LLC or any successor or

5

replacement thereto agreed to by the Parties. An example of the NEPOOL Index is shown in Schedule E attached hereto.

“MEPCO” means the Maine Electric Power Company, its successors and assigns.

“Month” means one calendar month.

“Moody’s” means Moody’s Investors Service, Inc.

“MPS” means Maine Public Service Company, its successors and assigns.

“MW” means megawatt.

“MWh” means megawatt hour.

“Nameplate Capacity Rating” of the Facility shall be up to 42.0 MW.

“NBP” means the New Brunswick Power Generation Corporation, its successors and assigns.

“NBSO” means the New Brunswick System Operator, its successors and assigns.

“NBSO Website” means http://www.nbso.ca/en/, or any replacement website used by the NBSO.

“NEPOOL” means the New England Power Pool.

“NERC Tags” means certificates evidencing delivery of electricity pursuant to the standards set forth by the North American Electric Reliability Council, as such may be amended from time to time.

“Non-Affected Party” means, in the case of a Force Majeure, the party that is not declaring such Force Majeure.

“Non-Defaulting Party” means, in the case of an Event of Default, the party that is not the Defaulting Party.

“Person” shall mean any individual, entity, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association or other entity or governmental authority.

“Planned Outage” means the removal of the Facility from service to perform work on specific components that is scheduled well in advance and has a predetermined start date and duration (e.g., annual overhaul, inspections or testing).

“PPSA” means the Personal Property Security Act of New Brunswick.

“Premises” shall mean the real property where the Facility is located in, Mars Hill, Aroostook County, Maine.

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“Prudent Utility Practice” means any of the practices, methods and acts required or approved by the ISA or engaged in or approved by a significant portion of the electric utility industry in the same general geographic location as the Facility during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition.  “Prudent Utility Practice” is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods or acts generally accepted in the general geographic location of the Facility.

“RECs” means Renewable Energy Certificates.

“Renewable Energy Certificates” means any credits, credit certificates or similar environmental or “green” energy attributes such as those for greenhouse gas reduction, or the generation of green power or renewable energy, created by any governmental agency and/or independent certification board or group generally recognized in the electric power generation industry, and generated by or associated with the Facility, but specifically excluding any and all state and federal production tax credits, investment tax credits and any other tax credits which are or will be generated by the Facility.

“Requirement of Law” means any federal, state, provincial and local law, statute, regulation, rule, code or ordinance enacted, adopted, issued or promulgated by any federal, state, provincial, local or other governmental authority or regulatory body (including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements).

“Scheduled Commercial Operation Date” means March 31, 2007, except that the Scheduled Commercial Operation Date shall be extended to the extent necessary to compensate for any delay in the occurrence of the Commercial Operation Date caused by (a) a Force Majeure event or (b) an act, error or omission of Buyer.

“Seller Credit Support” means the Initial Seller LC or any replacement credit support provided by Seller pursuant to Article 9, as such Initial Seller LC or replacement credit support is reduced or increased pursuant to Article 9.

“Seller Electricity Index” shall mean the ***** used to calculate the Seller Exposure Amount pursuant to Schedule D attached hereto.  An example of the Seller Electricity Index is included as Schedule D attached hereto.

“Seller Exposure Amount” means, at any given time, the amount determined in accordance with Part II of Schedule D attached hereto.  A sample calculation of the Seller Exposure Amount is also set forth in Part II of Schedule D.

“S&P” means Standard and Poor’s Corporation.

“Specified Authorizations” means, collectively: (i) authorization from FERC to make wholesale sales of energy, capacity and ancillary services at market-based rates pursuant to Section 205 of the Federal Power Act; and (ii) authorization from the United States Department

7

of Energy to transmit electric energy from the United States to Canada pursuant to Section 202(e) of the Federal Power Act.

“Specified Notices” mean, collectively, the following notices to FERC: (i) a Notice of Self-Certification of Exempt Wholesale Generator Status; and (ii) a Notice of Self-Certification of Status as a Qualifying Small Power Production Facility.

“System” means the electric transmission system owned by MPS, or its successor, and administered by the ISA, or its successor.

“Terminating Party” means the party, subject to Section 5.2(a) or 5.2(b), that declares an event of early termination upon either an Event of Default or an Event of Termination.  In the case of an Event of Default, the Non-Defaulting Party is the Terminating Party.  In the case of an Event of Termination with a single Affected Party, the Non-Affected Party is the Terminating Party.  In the case of an Event of Termination with two Affected Parties, either Party may be the Terminating Party.

“Threshold Amount” means USD $*****.

“Transaction Documents” means, collectively, the Agreement, the Assignment Agreement, the Buyer Credit Support and the Seller Credit Support.

“Turbines” means the General Electric 1.5 MW wind turbine generators at the Facility.

“UCC” means the Uniform Commercial Code as in effect in the State of New York.

“Unsatisfactory” means, with respect to any Person, a credit rating (i.e., the rating assigned to an entity’s unsecured, senior long-term debt obligations) below Investment Grade, or a lack of credit rating for such Person by S&P or Moody’s.

1.1Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below:

Defined Term	Section
“Alternate”	Exhibit A
“Assignment Agreement”	2.1(d)
“Authorized Representative”	Exhibit A
“Bankruptcy Code”	13.5(a)
“Baseline Buyer Credit Support Amount”	9.0(b)
“Baseline Seller Credit Support Amount”	9.0(a)
“Buyer”	Preamble
“Canadian Bankruptcy Act”	13.5(b)
“Closing”	2.2
“Confidential Business Information”	10.0
“Daily Production Schedule”	Exhibit A
“Delivery Costs”	3.4
“Delivered Electricity Price”	3.2

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“Effective Date”	2.3
“Event of Default”	5.0
“Initial Buyer LC”	9.0(b)
“Initial Seller LC”	9.0(a)
“Liabilities”	8.1(a)
“Minimum Delivered Electricity Amount”	3.5(a)
“Operating Procedures”	3.15
“Scheduling Deadline”	Exhibit A
“Scheduling Fee”	3.8
“Seller”	Preamble
“Term”	2.3
“Termination Amount”	5.2(c)
“Transmission Curtailment Event”	8.4

1.2Rules of Construction. Unless the context otherwise requires:

(a)Words singular and plural in number shall be deemed to include the other and pronouns having masculine or feminine gender shall be deemed to include the other.

(b)Any reference in this Agreement to any Person includes its successors and assigns and, in the case of any government authority, any Person succeeding to its functions and capacities.

(c)Unless otherwise indicated, any reference in this Agreement to any Article, Section, Schedule or Exhibit means and refers to the Article or Section contained in, or Scheduled or Exhibit attached to, this Agreement.

(d)Other grammatical forms of defined words or phrases have corresponding meanings.

(e)Unless otherwise indicated, a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, amended, supplemented or restated from time to time.

(f)Unless otherwise indicated, a reference to a Requirement of Law includes a reference to that Requirement of Law as amended, modified, supplemented, extended or restated from time to time.

(g)The terms “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(h)The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

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ARTICLE 2.

CONDITIONS PRECEDENT; TERM

2.0Conditions Precedent of Buyer. Buyer’s obligations under this Agreement shall be conditioned upon the satisfaction, at the Closing, of each of the following conditions:

(a)Agreement.  Buyer shall have received this Agreement, executed and delivered by one or more duly authorized officers of Seller;

(b)Closing Certificate.  Buyer shall have received a closing certificate, executed and delivered by one or more duly authorized officers of Seller, certifying that all representations and warranties made by Seller in the Transaction Documents are true and correct in all material respects on and as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; and

(c)Initial Seller LC.  The Initial Seller LC in substantially the form of Exhibit B hereto shall have been issued to the Buyer.

Seller shall use commercially reasonable efforts to cause the conditions described in this Section 2.0 to be satisfied as promptly as practicable and in no event later than five (5) Business Days after the date of this Agreement.

2.1Conditions Precedent of Seller. Seller’s obligations under this Agreement shall be conditioned upon the satisfaction, at the Closing, of each of the following conditions:

(a)Agreement.  Seller shall have received this Agreement, executed and delivered by one or more duly authorized officers of Buyer;

(b)Closing Certificate.  Seller shall have received a closing certificate, executed and delivered by one or more duly authorized officers of Buyer, certifying that all representations and warranties of Buyer made in the Transaction Documents are true and correct in all material respects on and as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date;

(c)Initial Buyer LC.  The Initial Buyer LC in substantially the form of Exhibit C hereto shall have been issued to the Seller;

(d)Assignment Agreement.  One or more duly authorized officers of Buyer shall have executed and delivered an assignment agreement in favor of Seller, substantially in the form of Exhibit D hereto, pursuant to which Buyer assigns to Seller certain transmission rights over the transmission facilities that NBSO controls (the “Assignment Agreement”);

(e)Filings, Registrations and Recordings.  The Seller shall ensure that each document (including, without limitation, any UCC financing statement or PPSA financing statement) required by the Assignment Agreement or otherwise reasonably requested by the Seller to be filed, registered or recorded in order to create in favor of the Seller a perfected security interest on the collateral described therein, prior and superior in right to any other Person, shall be in proper form for filing, registration or recordation;

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(f)Legal Opinion.  Buyer shall have delivered to Seller a customary opinion of counsel relating, among other things, to the enforceability of the security interests created pursuant to the Assignment Agreement, and otherwise in a form reasonably acceptable to Seller and its counsel; and

(g)Notice to NBSO.  At the time of Closing, Buyer shall have provided the NBSO with a copy of the executed Assignment Agreement and shall have received an acknowledgement from the NBSO of its receipt of the Assignment Agreement and its concurrence with its terms.  Buyer shall have provided such acknowledgement to Seller, in such form as shall be reasonably requested by Seller.

Buyer shall use commercially reasonable efforts to cause the conditions described in this Section 2.1 (other than subsection (e) hereof) to be satisfied as promptly as practicable and in no event later than five (5) Business Days after the date of this Agreement.

2.2Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall be held on the Effective Date.

2.3Term. The term of this Agreement (the “Term”) shall begin on the date (the “Effective Date”) upon which the parties shall have caused (or waived) the conditions precedent in Sections 2.0 and 2.1 to be satisfied and shall, unless sooner terminated as provided herein, end at 11:59 p.m. on December 31, 2011.  The termination of this Agreement shall be without prejudice to all rights and obligations of the parties accrued under this Agreement prior to such termination.  Notwithstanding the foregoing or anything to the contrary set forth herein, the terms and conditions of Section 2.0, Section 2.1, the first sentence of Section 9.0(a) and the first sentence of Section 9.0(b), in each case, shall become fully effective and binding on the parties (as applicable) on the date of this Agreement.

2.4Commercial Operation Date. Seller shall take all commercially reasonable steps to ensure that the Commercial Operation Date is no later than the Scheduled Commercial Operation Date.  If the Commercial Operation Date does not occur until after the Scheduled Commercial Operation Date, the Seller shall pay to Buyer Construction Delay Damages for each day that the Commercial Operation Date is delayed beyond the Scheduled Commercial Operation Date.  In no event will the aggregate amount of Construction Delay Damages paid by the Seller to Buyer exceed ***** dollars (US$*****).  In the event that the Commercial Operation Date does not occur by the COD Deadline, Buyer shall be entitled to terminate this Agreement by giving Seller prior written notice of ten (10) Business Days.  Payment of Construction Delay Damages shall be Buyer’s sole and exclusive remedy for any failure to achieve the Commercial Operation Date by the Scheduled Commercial Operation Date, and the right to terminate (as set forth in this Section 2.4) shall be Buyer’s sole and exclusive remedy for any failure to achieve the Commercial Operation Date by the COD Deadline.  THE PARTIES AGREE THAT BUYER MAY BE SUBSTANTIALLY DAMAGED IN AMOUNTS THAT MAY BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IN THE EVENT THAT SELLER FAILS TO ACHIEVE THE COMMERCIAL OPERATION DATE BY THE SCHEDULED COMMERCIAL OPERATION DATE. THEREFORE, THE PARTIES HAVE AGREED ON SUMS THAT THE PARTIES AGREE ARE REASONABLE AS LIQUIDATED DAMAGES FOR THE DAMAGE IDENTIFIED IN THE PRECEDING

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SENTENCE, AND IT IS FURTHER UNDERSTOOD AND AGREED THAT PAYMENT OF SUCH SUMS IS IN LIEU OF ACTUAL DAMAGES FOR SUCH FAILURE. SELLER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DEFENSE AS TO THE VALIDITY OF ANY LIQUIDATED DAMAGES IN THIS AGREEMENT ON THE GROUNDS THAT SUCH LIQUIDATED DAMAGES ARE VOID AS PENALTIES.

ARTICLE 3.

PURCHASE OF ENERGY BY BUYER

3.0Sale and Purchase Obligations. Commencing on the Commercial Operation Date and for the remainder of the Term and subject to the provisions hereof, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, all Delivered Electricity.  Buyer shall be under no obligation to purchase any Delivered Electricity generated by means other than the Facility (other than balancing power purchased by the Seller from the NBSO).

3.1Deliveries. Delivery of all energy sold and purchased hereunder shall be made at the Delivery Point.

3.2Delivered Electricity Price. For all Delivered Electricity delivered to the Delivery Point on and after the Commercial Operation Date, Buyer shall pay the Seller a price for all Delivered Electricity (and all balancing power purchased by the Seller from the NBSO) (the “Delivered Electricity Price”).  The Delivered Electricity Price is set forth in Schedule A attached hereto.  Seller shall also pay Buyer a Scheduling Fee as set forth in Section 3.8 below.

3.3Test Energy Price. For all Delivered Electricity delivered to the Delivery Point before the Commercial Operation Date, the Buyer shall pay the Seller a price equal to the product of (a) ***** multiplied by (b) the Keswick real-time LMP as determined by ISO-NE for the same hours.  Seller shall also pay Buyer a Scheduling Fee as set forth in Section 3.8 below.

3.4Delivery Costs. Buyer shall be responsible for all transmission arrangements associated with moving Delivered Electricity from the Delivery Point to the location where the Buyer ultimately sells or transfers ownership of the Delivered Electricity, and Buyer shall be responsible for all associated Delivery Costs.  The term “Delivery Costs” shall include actual tariff and related direct costs associated with moving Delivered Electricity from the Delivery Point to the location where the Buyer ultimately sells or transfers ownership of the Delivered Electricity.  The applicable tariffs and related costs shall include, without limitation, the NBSO tariff, MEPCO tariff, ISO-NE tariff, and Transenergie tariff (Quebec).  The applicable tariff and related direct costs include, but are not limited to, transmission tariff rates, losses, and ISA administrative charges, but will not include administrative, labor, or other costs.  Delivery Costs shall not include MPS tariff or ISA tariff costs which will be the responsibility of the Seller.  Delivery Costs shall not include energy imbalance costs assessed by NBSO which will be the responsibility of the Seller.  Buyer shall document and record all Delivery Costs and make available to Seller upon request.

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3.5Delivery Minimum.

(a)Beginning on the Commercial Operation Date, other than for events of Force Majeure or Transmission Curtailment Events, in the event the Delivered Electricity amount is less than the applicable volumes shown in Schedule B (the “Minimum Delivered Electricity Amount”) in any calendar quarter, Seller will reimburse Buyer an amount equal to the product of the Deficient Electricity amount and the Deficient Electricity Price.

(b)Notwithstanding the above, the maximum aggregate amount Seller shall reimburse Buyer for Deficient Electricity during any calendar quarter shall be ***** dollars (US $*****).

(c)Payment of the amounts set forth in this Section 3.5 shall be Buyer’s sole and exclusive remedy for any failure by Seller to produce and deliver the Minimum Delivered Electricity Amount in any calendar quarter. THE PARTIES AGREE THAT BUYER MAY BE SUBSTANTIALLY DAMAGED IN AMOUNTS THAT MAY BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IN THE EVENT THAT SELLER FAILS TO DELIVER THE MINIMUM DELIVERED ELECTRICITY AMOUNT IN ANY CALENDAR QUARTER. THEREFORE, THE PARTIES HAVE AGREED ON SUMS THAT THE PARTIES AGREE ARE REASONABLE AS LIQUIDATED DAMAGES FOR THE DAMAGE IDENTIFIED IN THE PRECEDING SENTENCE, AND IT IS FURTHER UNDERSTOOD AND AGREED THAT PAYMENT OF SUCH SUMS IS IN LIEU OF ACTUAL DAMAGES FOR SUCH FAILURE. SELLER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DEFENSE AS TO THE VALIDITY OF ANY LIQUIDATED DAMAGES IN THIS AGREEMENT ON THE GROUNDS THAT SUCH LIQUIDATED DAMAGES ARE VOID AS PENALTIES.

3.6NERC Tags. Buyer agrees to generate and/or transfer all NERC Tags necessary for and associated with the delivery of the Delivered Electricity into ISO-NE. Any NERC Tags and associated rights shall remain the property of the Seller at all times, and Seller shall have the right to sell, assign or transfer such NERC Tags and associated rights at Seller’s sole discretion.

3.7Delivery to ISO-NE.

(a)Buyer shall deliver any Delivered Electricity into ISO-NE (unless otherwise directed by Seller and approved by Buyer), including Delivered Electricity produced prior to the Commercial Operation Date.  If Buyer fails to deliver any Delivered Electricity to ISO-NE for any reason (other than as a result of a Transmission Curtailment Event), then Buyer shall indemnify and reimburse Seller for any direct costs, damages and/or alternative compliance payments, including electrical energy, REC and/or Capacity Value lost revenue.  Other than a Transmission Curtailment Event, lack of available transmission capacity shall not excuse performance under this Section.  Upon request, Seller shall provide Buyer with a reasonable estimate (if prior to such non-delivery) or written evidence (if subsequent to such non-delivery) of any damages, costs, payments, credits, or lost electrical energy, REC and/or Capacity Value revenue to be reimbursed hereunder.  Buyer shall reimburse Seller for all such amounts in the Month following the non-delivery, upon written request from Seller.

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(b)Buyer shall ensure that no other energy deliveries to ISO-NE scheduled by Buyer are treated under more favorable terms.

3.8Scheduling Fee. The Buyer shall deduct from amounts otherwise due Seller hereunder an amount as set forth in Schedule C for each MWh of Delivered Electricity (the “Scheduling Fee”).  Subject to a pro rata reduction in the case of a Force Majeure occurring during the applicable calendar quarter, the Minimum Scheduling Fee for each calendar quarter of the year will be US$*****.  Partial periods will be pro-rated.  Notwithstanding the foregoing, if a Transmission Curtailment Event precludes Buyer from delivering Delivered Electricity through New Brunswick to ISO-NE, then for the duration of the Transmission Curtailment Event, Buyer shall not be entitled to a Scheduling Fee and the Minimum Scheduling Fee shall be reduced pro rata to reflect the duration of the Transmission Curtailment Event(s) during the applicable calendar quarter.

3.9RECs. All RECs generated by the Facility shall remain the property of the Seller and are specifically excluded from the scope of Buyers’ purchase obligations hereunder.  Seller shall have the right to sell, assign or transfer such RECs at Seller’s sole discretion.  Buyer agrees to use all commercially reasonable efforts to assist Seller in demonstrating delivery of Delivered Electricity to ISO-NE for the purpose of creating associated RECs, including, but not limited to, producing relevant reports, certifications and releasing data.

3.10Capacity Value. All Capacity Value available in connection with the Facility shall remain the property of the Seller and is specifically excluded from the scope of Buyer’s purchase obligations hereunder.  Seller shall have the right to sell, assign or transfer such Capacity Value at Seller’s sole discretion.

3.11Rates and Charges Not Subject to Review. The rates and charges for services specified in this Agreement shall remain in effect for the Term, and shall not be subject to change for any reason, including regulatory review, absent agreement of the parties.  Absent the agreement of both parties to any proposed change of rates, the standard of review for changes to any section of this Agreement specifying the rate(s) or other material economic terms and conditions agreed to by the parties herein, whether proposed by a party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co., v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956).  The parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments and other agreements executed or entered into by the parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the “just and reasonable” standard.

3.12Costs and Charges. Seller shall be responsible for all costs or charges imposed in connection with the delivery of Excess Electricity to the Delivery Point, subject to Section 3.4.  Buyer shall be responsible for all costs or charges imposed in connection with the Delivered Electricity delivered under this Article 3 at and from the Delivery Point, subject to Section 3.4

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3.13Title and Risk of Loss. Seller shall be deemed to be in exclusive control of, and responsible for, any damage or injury caused by, Delivered Electricity delivered under this Article 3 prior to delivery at the Delivery Point; and Buyer shall be deemed to be in exclusive control of, and responsible for, any damages or injury caused by, Delivered Electricity delivered hereunder at and from the Delivery Point.  Seller shall have exclusive right, title and interest in the Delivered Electricity sold to Buyer and warrants that it will deliver Delivered Electricity to Buyer under this Article 3 free and clear of all liens, claims and encumbrances.  Title to and risk of loss of all Delivered Electricity delivered under this Article 3 shall transfer from Seller to Buyer upon delivery of the Delivered Electricity to Buyer at the Delivery Point.

3.14Standard of Operation. Seller shall operate the Facility in accordance with (i) the applicable practices, methods, acts, guidelines, standards and criteria of FERC and the ISA and any successors to the functions thereof; (ii) all applicable Requirements of Law; and (iii) Prudent Utility Practice.  Seller will obtain all certifications, permits, licenses and approvals necessary to construct, operate and maintain the Facility and to perform its obligations under this Agreement during the Term.  Seller will be responsible for the coordination and synchronization of the Facility’s equipment with the System, and shall be solely responsible for any damage that may occur as a direct result of Seller’s improper coordination or synchronization of such equipment with the System.

3.15Operating Procedures. The operating procedures attached hereto as Exhibit A (the “Operating Procedures”) establish the protocols under which the parties will perform their respective obligations under this Agreement and include procedures concerning the following: (1) the method of day-to-day communications; (2) the method of providing output forecasts and scheduling, both day ahead and intraday; (3) key personnel lists for Seller and Buyer; (4) Forced Outage and Planned Outage reporting; (5) optimization for Seller of Delivered Energy sales; and (6) assessing changes in the New Brunswick and New England energy markets.  Buyer and Seller agree to amend and update the Operating Procedures from time to time to reflect the actual operation of the Facility.

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3.16Outages.

(a)Maintenance Outages.  If during the Term Seller needs to schedule a Maintenance Outage of the Facility which will effect more then ***** of the Nameplate Capacity Rating, Seller shall, at least 3 days prior to such outage, notify Buyer of such proposed Maintenance Outage and the parties shall plan such outage of capacity to mutually accommodate the reasonable requirements of Seller and service obligations of Buyer.  Notice of a proposed Maintenance Outage shall include the expected start date of the outage, the amount of capacity of the Facility that will not be available and the expected completion date of the outage, and shall be given to Buyer at the time the need for the Maintenance Outage is determined by Seller.  Buyer shall promptly respond to such notice and may request reasonable modifications in the schedule for the outage.  Seller shall use all reasonable commercial efforts to comply with such a request to reschedule a Maintenance Outage.  Seller shall notify Buyer of any subsequent changes in such capacity not available to Buyer or any subsequent changes in such Maintenance Outage completion date.  As soon as practicable, any such notifications given orally shall be confirmed in writing.

(b)Planned Outages.  The Buyer and Seller agree that Seller will use commercially reasonable efforts to ensure that no Planned Outages occur between the dates of December 1st and February 28th during the Term.  Seller shall notify Buyer quarterly of its Planned Outage schedule.

(c)Forced Outages.  Seller shall promptly provide to Buyer an oral report of a Forced Outage which has effected more then ***** of the Nameplate Capacity Rating of the Facility, which report shall include the amount of the capacity of the Facility that will not be available because of such Forced Outage and the expected return date of such capacity, and shall update such report as necessary to advise Buyer of changed circumstances.  As soon as practicable, all such oral reports shall be confirmed in writing.

3.17Electricity Output Communications. Seller will provide telemetering equipment and facilities capable of transmitting the following information with respect to the Facility to Buyer and to the control center of Buyer and will operate such equipment when requested by Buyer:

(i)Excess Electricity; and

(ii)Delivered Electricity.

3.18Power.  All Delivered Electricity delivered by Seller to the Delivery Point (a) shall be in the form of three-phase alternating current having a nominal frequency of sixty cycles per second and a harmonic content consistent with the requirements of the Institute of Electrical and Electronic Engineers Standard No. 519 and a voltage content consistent with guidelines with respect to the System, and (b) shall be in material compliance with all requirements in the Interconnection Agreement.

3.19Taxes. Seller shall be responsible for all existing and any new sales, use, excise, ad valorem, and any other similar taxes, imposed or levied by any federal, state, provincial or local governmental agency on the Delivered Electricity sold and delivered under this Article 3

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before the delivery of such Delivered Electricity to the Delivery Point.  Buyer shall be responsible for all existing and any new sales, use, excise, ad valorem, and any other similar taxes, imposed or levied by any federal, state, provincial or local government agency on the Delivered Electricity sold and delivered under this Article 3 upon and after the delivery of such Delivered Electricity to the Delivery Point.  For the avoidance of doubt Buyer shall be responsible for any harmonized sales tax and any goods and services tax.  Each party shall indemnify, release, defend and hold harmless the other party from and against any and all liability for taxes imposed or assessed by any taxing authority with respect to the Delivered Electricity sold, delivered and received hereunder that are the responsibility of the first party pursuant to this Section 3.19.

3.20Exclusive Nature of Agreement. The relationship between the Buyer and Seller with respect to energy produced by the Facility for the Term of this Agreement is exclusive.  As long as Buyer is not in default of this Agreement and as long as there is not a Force Majeure or Transmission Curtailment Event that impacts a party’s ability to perform under this Agreement, the Seller shall not sell or make energy available from the Facility to any other Person (except for balancing power that is sold to the NBSO).  If Buyer is in default of this Agreement or if there is a Force Majeure or Transmission Curtailment Event that impacts a party’s ability to perform under this Agreement, Seller shall be entitled to sell or make energy available from the Facility to any other Person.

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES

4.0Representations and Warranties. As a material inducement to execution of this Agreement, each party hereby represents and warrants to the other party that:

(a)It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct its business in all jurisdictions necessary to perform its obligations hereunder;

(b)The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any agreement to which it is a party, or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination applicable to such party;

(c)This Agreement constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending;

(d)There are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it, or to its knowledge threatened against it;

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(e)To such party’s knowledge, there are no actions, proceedings, judgments, rulings or orders, issued by or pending before any court or other governmental body that would materially adversely affect its ability to perform this Agreement; and

(f)Except for the Specified Authorizations and the Specified Notices in the case of Seller, no consent, approval or authorization of, or registration, filing or declaration with, any federal, provincial or state governmental authority or other regulatory agency (which has not been received, waived or satisfied as of the date hereof), as the case may be, or other person is required for the valid execution and delivery by such party of this Agreement, the consummation by such party of the transactions contemplated thereby or compliance by such party with the terms and provisions thereof.

4.1Specified Authorizations. Seller will obtain, at its sole cost and expense, the Specified Authorizations and issue the Specified Notices, in each case, on or before the Commercial Operation Date. Upon procuring the Specified Authorizations and providing the Specified Notices, Seller will promptly notify Buyer.

4.2No Immunity. Buyer warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of any arbitral panel or court (including an arbitral panel or court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment.

4.3No Other Representations and Warranties. Each party acknowledges that it has entered into this Agreement in reliance upon only the representations and warranties set forth in this Agreement, and that no other representations or warranties have been made by the other party with respect to the subject matter hereof.

ARTICLE 5.

EVENTS OF DEFAULT AND TERMINATION; REMEDIES AND EARLY TERMINATION

5.0Events of Default. The following occurrences shall constitute “Events of Default” (except to the extent caused by a Force Majeure or a Transmission Curtailment Event):

(a)Failure by a party to make any payment required hereunder or under any other Transaction Document when due if such failure is not remedied within ten (10) Business Days after receipt by the Defaulting Party of written notice of such failure, provided that if the payment in question is the subject of a good faith dispute, such payment may be paid into an independent escrow account pursuant to Section 6.2 (pending resolution of such dispute);

(b)Failure by a party to perform any other material obligation hereunder or under any other Transaction Document and such failure is not remedied within thirty (30) days after receipt by the Defaulting Party of written notice of such failure by the Non-Defaulting Party; provided that, with written notice from such Defaulting Party such thirty (30) day period shall be extended by an additional ninety (90) days as shall be necessary for the Defaulting Party

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to cure such failure and as long as (i) such default is subject to cure within such additional period, (ii) the Defaulting Party commences such cure within the thirty day period after receipt of the written notice by the Non-Defaulting Party and is at all times thereafter diligently and continuously proceeding to cure such failure and (iii) if the Buyer is the Defaulting Party, the security interests granted pursuant to the Assignment Agreement would not be impaired by such an extension;

(c)Any representation or warranty made by a party pursuant to Article 4 or in any other Transaction Document shall have been false in any material respect when made;

(d)The Buyer’s acts or omissions cause the security interest created under the Assignment Agreement to cease to be enforceable and of the same effect and priority purported to be created thereunder;

(e)A party:

(i)commences a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or consents to the filing of a petition to such effect or to the appointment of or taking possession by a custodian, receiver or similar official of such party of all or substantially all its property or assets, or admits in writing its inability to pay its debts generally as they become due, or takes corporate action in furtherance of any such action, or is the subject of an entry by a court having jurisdiction of a decree or order for relief in an involuntary case or proceeding under any such law or a decree or order making such an appointment; or

(ii)takes advantage of any law or governmental regulation relating to bankruptcy or insolvency in any jurisdiction; or

(iii)has a receiver or receiver manager or a court appointed official appointed for all or substantially all of its property or assets; or

(iv)makes an assignment or attempted assignment for the benefit of its creditors, subject to a party’s rights to make a permitted assignment pursuant to Section 7.0 or

(v)institutes any proceedings for the cessation of its business or corporate existence; or

(vi)consolidates, reorganizes, reincorporates or reconstitutes into or as, amalgamates with, or merges into or with, or transfers substantially all of its assets to another entity and either

a.the resulting or surviving entity fails to assume all of such party’s obligations hereunder by operation of law or pursuant to an agreement reasonably satisfactory to the other party; or

b.the resulting or surviving entity’s creditworthiness is, in the reasonable opinion of the Non-Defaulting Party, materially weaker than that of the transferring entity immediately prior to such action;

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(vii)has any governmental authority or other third party seize, expropriate or confiscate all or a substantial part of its property or assets.

5.1Events of Termination. The following occurrence shall constitute an Event of Termination: failure of either party to substantially perform its obligations under this Agreement on account of Force Majeure for a period exceeding 180 days.

5.2Early Termination.

(a)Upon the occurrence of, and during the continuation of, an Event of Default, the Non-Defaulting Party (as the Terminating Party) may terminate this Agreement by written notice to the other party designating the date of early termination and delivered to the Defaulting Party no less than ten (10) days before such early termination date.

(b)Upon the occurrence of, and during the continuation of, an Event of Termination,

(i)Either

a.in the event of one Affected Party, the Non-Affected Party (as the Terminating Party), or

b.in the event of two Affected Parties, either party (as the Terminating Party),

in either case, may terminate this Agreement by notice to the other party designating the date of early termination and delivered to the other party no less than ten (10) days before such early termination date.

(c)In the event of an early termination of this Agreement pursuant to Section 5.2(b), no Termination Amount shall be payable by either party. In the event of an early termination of this Agreement pursuant to Section 5.2(a), the applicable Terminating Party shall calculate in good faith an amount (if any) to be received by it as a result of the termination of this Agreement (the “Termination Amount”) equal to:

(i)If the Buyer is the Terminating Party, the then-applicable Buyer Exposure Amount plus any Costs incurred by the Buyer; and

(ii)If the Seller is the Terminating Party, the then-applicable Seller Exposure Amount plus any Costs incurred by the Seller.

(d)The other Party shall pay the Terminating Party an amount equal to the applicable Termination Amount, together with interest at the Default Rate from the early termination date until the date of payment. The Terminating Party shall calculate such amount as of the early termination date or promptly thereafter, and promptly notify the other party of the Termination Amount showing in reasonable detail how such amount was calculated. The owing party shall pay the Terminating Party the required amount within 30 Business Days of notification of the Termination Amount. For the avoidance of doubt, in the event of an early

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termination of this Agreement pursuant to Section 5.2(a), the Defaulting Party shall not be entitled to receive any Termination Amount.

(e)In the event of an early termination of this Agreement pursuant to Section 5.2(a), the Terminating Party may exercise and enforce each and all of the rights and remedies available to it under this Agreement and, in accordance with Article 9, the applicable Credit Support provided by the other party. In addition, in the event of an early termination of this Agreement pursuant to Section 5.2(a), if the Terminating Party is the Seller, Seller may exercise and enforce, in any order, (i) each and all of the rights and remedies available to a secured party under the UCC, the PPSA or other applicable law and (ii) each and all of the rights and remedies available to it under the Assignment Agreement.

(f)In the event of a termination of this Agreement, the parties’ respective obligations under this Agreement shall terminate (other than those obligations which expressly are to be performed after termination or which survive termination pursuant to Section 5.3 hereof).

(g)(i) In the event of a termination of this Agreement, each party shall pay to the other all amounts due the other under this Agreement for all periods prior to termination.

(ii)The amounts due pursuant to subsection (i) shall be paid within thirty (30) days of the billing date for such charges plus interest thereon from the date of early termination until the date paid. Interest shall be calculated at,

a.in the case of an Event of Default, the Default Rate, or

b.in the case of an Event of Termination, the Interest Rate

(iii)The amounts payable under this Section 5.2 shall constitute the only amounts due upon the termination of this Agreement by either party, and no party shall be required to pay any amounts upon termination in excess of the amounts specified in this Section 5.2. The right to terminate this Agreement and recover the amounts and exercise the rights specified in this Section 5.2 shall constitute the sole and exclusive remedies of the parties in the event of an early termination of this Agreement as a result of an Event of Default or Event of Termination.

(h)THE PARTIES AGREE THAT THE NON-DEFAULTING PARTY MAY BE SUBSTANTIALLY DAMAGED IN AMOUNTS THAT MAY BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IN THE EVENT THAT THIS AGREEMENT IS TERMINATED AS A RESULT OF AN EVENT OF DEFAULT PRIOR TO THE END OF THE SCHEDULED TERM. THEREFORE, THROUGH THE CALCULATION OF THE TERMINATION AMOUNT AS SET FORTH HEREIN, THE PARTIES HAVE AGREED ON SUMS THAT THE PARTIES AGREE ARE REASONABLE AS LIQUIDATED DAMAGES FOR THE DAMAGE IDENTIFIED IN THE PRECEDING SENTENCE, AND IT IS FURTHER UNDERSTOOD AND AGREED THAT PAYMENT OF SUCH SUMS IS IN LIEU OF ACTUAL DAMAGES FOR SUCH FAILURE. EACH PARTY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DEFENSE AS TO THE VALIDITY OF ANY TERMINATION AMOUNT IN THIS

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AGREEMENT ON THE GROUNDS THAT SUCH LIQUIDATED DAMAGES ARE VOID AS PENALTIES.

5.3Survival. The expiration or termination of this Agreement shall be without prejudice to all rights and obligations of the parties accrued under this Agreement prior to the date of such expiration or termination. The provisions of Sections 3.12, 3.19, 4.2, 4.3, 5.2, 6.2, 6.3, 6.4, 6.5, 8.1, 8.2, 8.3, 8.4, 9.1(f) and Articles 10, 12 and 13 shall survive the termination of this Agreement.

ARTICLE 6.

BILLING AND PAYMENT; RECORDS

6.0Billing and Payment. Each Month during the Term, Buyer shall send to Seller a statement setting forth the total amount due for Delivered Electricity delivered to Buyer during the immediately preceding Month, the quantity of Delivered Electricity that was delivered to Buyer during such Month, and any other amounts due to Seller or to Buyer under this Agreement. In the event that Buyer fails to send Seller such a statement in any given Month, Seller shall be entitled to prepare such statement and deliver it to Buyer. Payments pursuant to invoices due from either party shall be due on or before the latter of the twentieth (20th) day of each Month, or tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day. Payment shall be made by wire transfer to the other party’s account.

6.1Interest on Late Payments. Amounts not paid when due shall accrue interest from, and including, the due date to, and excluding, the date of payment at the Default Rate.

6.2Disputed Amounts. If either party, in good faith, disputes any amount due pursuant to a statement rendered hereunder, such party shall (i) notify the other party of the specific basis for the dispute, (ii) pay that portion of the statement that is undisputed on or before the due date and (iii) pay into an independent escrow account (in accordance with escrow arrangements reasonably acceptable to the parties) the portion of the statement in dispute, pending resolution of such dispute. Any dispute notice shall be provided within one year of the date of the invoice in which the error first occurred. If any amount disputed by such party is determined to be due the other party through arbitration in accordance with Section 12.1, or if the parties resolve the payment dispute, the amount due shall be paid out of escrow within five (5) days of such determination or resolution, along with interest accrued at the Default Rate from the date due until the date paid.

6.3Records. Each party shall keep and maintain all records as may be necessary or useful in performing or verifying any calculations made pursuant to this Agreement, or in verifying such party’s performance hereunder. All such records shall be retained by each party for at least three calendar years following the calendar year in which such records were created.

6.4Currency. All amounts set forth in this Agreement are denominated in US dollars, and all payments under this Agreement shall be made in US dollars.

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6.5Audit.

(a)Each party, through an internationally-recognized accounting firm (reasonably acceptable to the other party), shall have the right, at its sole expense and during normal business hours, to examine and copy the records of the other party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made hereunder or to verify the other party’s performance of its obligations hereunder. Upon request, each party shall provide to the other party statements evidencing the quantities of energy delivered at the Delivery Point and delivered to ISO-NE (or other Market Delivery Point). If any statement is found to be inaccurate, a corrected statement shall be issued and any amount due thereunder will be promptly paid and shall bear interest calculated at the Default Rate from the date of the overpayment or underpayment to the date of receipt of the reconciling payment. Notwithstanding the above, no adjustment shall be made with respect to any statement or payment hereunder unless a party questions the accuracy of such payment or statement within one year after the date of such statement or payment.

(b)In addition, Seller will provide to Buyer from time to time the following information with respect to the Facility:

(i)The manufacturers’ guidelines and recommendations for maintenance of the Facility equipment;

(ii)A report summarizing the results of maintenance performed during each Planned Outage and any Forced Outage, and upon request of Buyer any of the technical data obtained in connection with such maintenance; and

(iii)From the start of construction of the Facility but before the Commercial Operation Date, a monthly progress report stating the percentage completion of the Facility and a brief summary of construction activity during the prior Month.

(iv)A report summarizing the operating results from the Facility.

(v)A report detailing the upcoming Maintenance and Planned Outages.

(c)Upon reasonable prior notice (in light of the circumstances) and subject to the safety rules and regulations of Seller, Seller will provide Buyer and its authorized agents, employees and inspectors with reasonable access to the Premises and the Facility: (i) for the purpose of reading or testing metering equipment, (ii) in connection with the operation and maintenance of the Interconnection Facilities, (iii) to provide tours of the Facility to customers and other guests of Buyer, and (iv) for other reasonable purposes at the reasonable request of Buyer.

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ARTICLE 7.

ASSIGNMENT; BINDING EFFECT

7.0Assignment.

(a)Neither party shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Seller may, without the consent of Buyer, assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements in accordance with subsection (b) below.

(b)Seller may assign, pledge or mortgage its rights hereunder for security of any indebtedness and (i) upon giving notice to the Buyer of such assignment, pledge or mortgage, (A) the assignee, pledgee or mortgagee shall be entitled to exercise all rights and remedies it may have with respect to this Agreement without the further consent of the Buyer, to receive a copy of any notice given by the Buyer or the Seller pursuant to the terms hereof, and to deliver any notice permitted under this Agreement on the Seller’s behalf, and (B) the Buyer shall be entitled to assume the due authority of the assignee, pledgee or mortgagee in taking any action or authorizing any notice without the necessity of independently reviewing the assignment, pledge, mortgage, or other security instrument delivered by the Seller to the assignee, pledgee or mortgagee and to accept performance by the assignee, pledgee or mortgagee of any duty or obligation of the Seller hereunder, and (ii) upon giving the Buyer a copy of a trustee’s deed, deed in lieu of foreclosure, or other instrument pursuant to which the assignee, pledgee, mortgagee, or other party acquires legal title to this Agreement, (A) the assignee, pledgee, mortgagee, or other party shall assume the Seller’s duties and obligations hereunder, provided that the liability of any such assignee, pledgee or mortgagee under this Agreement following such assumption shall be limited to its interests under the Agreement, and (B) Buyer shall accept the assignee, pledgee, mortgagee, or other party as the successor to the Seller under the Agreement. At the request of Seller, Buyer agrees to execute and deliver a consent in a form reasonably acceptable to the party(ies) providing financing to the Seller.

7.1Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

ARTICLE 8.

FORCE MAJEURE; INDEMNITY; LIMITATION OF LIABILITY

8.0Force Majeure. If either party is rendered unable by Force Majeure to carry out, in whole or in part, its obligations under this Agreement, then, during the pendency of such event of Force Majeure, but for no longer period, the obligations of the Affected Party (other than the obligation to make payments hereunder when due) shall be suspended to the extent required. The Affected Party shall (a) endeavor to give the other Party oral notice as soon as reasonably practicable following such event of Force Majeure and, in any case, give the other Party written notice within 48 hours of the commencement of the Force Majeure event, with details to be

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supplied within 3 Business Days after the commencement of the Force Majeure event further describing the particulars of the occurrence of the Force Majeure event, and (b) take all reasonable steps to remedy the cause of the Force Majeure with all reasonable dispatch; provided, however, that this provision shall not require Seller to deliver, or Buyer to receive, Delivered Electricity at points other than the Delivery Point. Notwithstanding the foregoing, in no event will any Force Majeure event extend this Agreement beyond its Term.

8.1Indemnification.

(a)Each party shall indemnify and hold harmless the other party and its officers, directors, agents and employees from and against any and all claims, demands, actions, losses, liabilities, expenses (including reasonable legal fees and expenses), suits and proceedings of any nature whatsoever for personal injury, death or property damage to each other’s property or facilities or personal injury, death or property damage to third parties (collectively “Liabilities”) caused by the breach or gross negligence or willful misconduct of the indemnifying party that arise out of or are in any manner connected with the performance of this Agreement except to the extent such injury or damage is attributable to the gross negligence or willful misconduct or breach of this Agreement by the party seeking indemnification hereunder.

(b)Without limiting the foregoing, Buyer shall indemnify Seller from all Liabilities related to Delivered Electricity once sold and delivered to Buyer at the Delivery Point and Seller shall indemnify Buyer for all Liabilities related to Delivered Electricity prior to its delivery by Seller at the Delivery Point.

(c)Any fines, penalties or other costs incurred by either party or such party’s agents, employees or subcontractors for non-compliance by such party, its agents, employees or subcontractors with the Requirements of Law will not be reimbursed by the other party but will be the sole responsibility of such non-complying party.

8.2Limitations of Remedies, Liability and Damages. The parties agree that the remedies and measures of damages provided in this Agreement satisfy the essential purposes hereof and, where this Agreement expressly provides for an exclusive remedy in favor of any party for breach, default or failure to perform hereunder, such remedy shall constitute the sole and exclusive remedy of the non-breaching party for the liabilities of such breaching party arising out of or in connection with this Agreement, notwithstanding any remedy otherwise available at law or in equity. If no measure of damages or other remedy is expressly provided herein, the obligor’s liability shall be limited to direct actual damages only, which direct actual damages shall be the sole and exclusive remedy and all other remedies or damages at law or in equity are waived. Except where this Agreement provides for an exclusive remedy, neither party shall be liable for consequential, incidental, punitive, exemplary or indirect damages, lost profits or other business interruption damages, whether such damages are allowed or provided by statute, in tort, under this Agreement, under any indemnity provision or otherwise.

8.3Duty to Mitigate. Each party agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize any damages it may incur as a result of the other party’s default or non-performance of this Agreement.

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8.4Interruption. MPS, ISA, NBSO, or MEPCO may physically interrupt or curtail the physical flow of energy from the Facility to the Delivery Point or from the Delivery Point to Market Delivery Point (individually a “Transmission Curtailment Event”), provided, however, that a Transmission Curtailment Event shall not be deemed to occur (a) with respect to the flow of energy between the Facility and the Delivery Point if the interruption or curtailment arose from or was attributable to Seller’s acts, errors or omissions, and (b) with respect to the flow of energy between the Delivery Point and the Market Delivery Point if the interruption or curtailment arose from or was attributable to Buyer’s acts, errors or omissions. Each Party shall use commercially reasonable efforts to limit the negative impact of any such Transmission Curtailment Event on the other Party. The Parties shall convene a meeting within 5 Business Days to review their actions. In the event any such Transmission Curtailment Event presents an opportunity to maximize the value of sales of Delivered Electricity, each party shall use commercially reasonable efforts to take advantage of any such opportunity.

ARTICLE 9.

FINANCIAL ASSURANCES

9.0Credit Support.

(a)On or before the date that is five (5) Business Days after the date of this Agreement, Seller shall provide to Buyer or arrange for the provision of, in the form of Exhibit B, an irrevocable letter of credit from an Acceptable Financial Institution (the “Initial Seller LC”) in an amount equal to $***** (the “Baseline Seller Credit Support Amount”). The Baseline Seller Credit Support Amount assumes an amount of Costs equal to $***** but is based on a Buyer Exposure Amount equal to zero (0). Except as otherwise provided in this Article 9, Seller shall maintain or arrange for the maintenance of the Initial Seller LC in effect for the remainder of the Term, provided that at any time Seller may replace or cause to be replaced the Initial Seller LC (or any subsequent Seller Credit Support) with (i) cash, (ii) a replacement irrevocable letter of credit from an Acceptable Financial Institution in substantially the form of the Initial Seller LC, (iii) a guarantee from a Creditworthy Affiliate in form and substance reasonably satisfactory to Buyer, or (iv) some combination of the foregoing, in each case, for a value equivalent to the Seller Credit Support being replaced.

(b)On or before the date that is five (5) Business Days after the date of this Agreement, Buyer shall provide to Seller, in the form of Exhibit C, an irrevocable letter of credit from an Acceptable Financial Institution (the “Initial Buyer LC”) in an amount equal to $***** (the “Baseline Buyer Credit Support Amount”). The Baseline Buyer Credit Support Amount assumes an amount of Costs equal to $***** but is based on a Seller Exposure Amount equal to zero (0). Except as otherwise provided in this Article 9, Buyer shall maintain the Initial Buyer LC in effect for the remainder of the Term, provided that at any time Buyer may replace the Initial Buyer LC (or any subsequent Buyer Credit Support) with (i) cash, (ii) a replacement irrevocable letter of credit from an Acceptable Financial Institution in substantially the form of the Initial Buyer LC, (iii) a guarantee from a Creditworthy Affiliate in form and substance reasonably satisfactory to Seller, or (iv) some combination of the foregoing, in each case, for a value equivalent to the Buyer Credit Support being replaced.

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(c)The Credit Support posted or caused to be posted by a party may be drawn by the other party if the party posting the Credit Support has (i) failed to pay any undisputed amounts due under this Agreement (or failed to pay disputed amounts into an independent escrow account as required by Section 6.2, pending resolution of the dispute) within ten (10) days after such amounts are due or (ii) failed to pay any amount disputed and found to be due under Article 12 within ten (10) days after such party’s receipt of notice resolving such dispute. If the Credit Support posted or caused to be posted by either party is drawn pursuant to this Section 9.0(c), the party posting or causing the posting of such Credit Support shall have the obligation to replenish or arrange the replenishment of the Credit Support to the amount required pursuant to Section 9.1 within ten (10) days after receipt of notice that the Credit Support has been drawn.

(d)In the event that the Credit Support posted or caused to be posted by a party is in the form of a letter of credit, such letter of credit may be drawn by the beneficiary if such letter of credit is due to expire within thirty (30) days and the party providing such letter of credit has failed to deliver or cause to be delivered to the other party an extended or replacement letter of credit (or alternative replacement Credit Support in the form specified in Sections 9.0(a) or 9.0(b), as the case may be) meeting the requirements of this Agreement. In the event that the Credit Support posted or caused to be posted by a party is drawn pursuant to this Section 9.0(d), the party drawing on such Credit Support shall hold such amounts in trust as cash collateral and may use such cash collateral, or any portion thereof, for the purposes described in Section 9.0(c); provided, however, that if the other party shall thereafter replace or cause to be replaced such cash collateral with replacement Credit Support meeting the requirements of this Agreement, the party holding such cash collateral shall return the cash collateral, or any remaining portion thereof, to the other party as soon as practicable.

9.1Increases or Reductions in Credit Support.

(a)On each Credit Support Calculation Date, each party shall review (i) the credit rating of the other party (if any), and (ii) the amount of the Credit Support posted by the other party as compared to the applicable Exposure Amount as of such Credit Support Calculation Date.

(b)If on any Credit Support Calculation Date, Buyer determines, acting reasonably, Seller’s creditworthiness to be Unsatisfactory, then Buyer may continue to require that Seller Credit Support be provided, and Seller agrees to provide such Seller Credit Support, in an amount equal to the applicable Baseline Seller Credit Support Amount plus the applicable Buyer Exposure Amount. If on any Credit Support Calculation Date, Seller determines, acting reasonably, Buyer’s creditworthiness to be Unsatisfactory, then Seller may continue to require that Buyer Credit Support be provided, and Buyer agrees to provide such Buyer Credit Support, in an amount equal to the Baseline Buyer Credit Support Amount plus the applicable Seller Exposure Amount. However, if either party’s credit rating is determined to be Investment Grade, then the other party shall return any undrawn Credit Support to such party within five (5) Business Days after such determination.

(c)If on any Credit Support Calculation Date, (i) the sum of the applicable Baseline Seller Credit Support Amount plus the applicable Buyer Exposure Amount is greater

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than the amount of Seller Credit Support and the amount of such difference exceeds the Threshold Amount, then Buyer may by written notice require that, within five (5) Business Days, Seller increase the amount of Seller Credit Support provided, and Seller agrees to provide such increased Seller Credit Support, by the amount the applicable Baseline Seller Credit Support Amount plus the applicable Buyer Exposure Amount exceeds the amount of Seller Credit Support then-posted. Any incremental Seller Credit Support required from Seller may be in the form of (i) cash, (ii) an irrevocable letter of credit from an Acceptable Financial Institution in substantially the form of the Initial Seller LC, (iii) a guarantee from a Creditworthy Affiliate in form and substance reasonably satisfactory to Buyer, or (iv) some combination of the foregoing, in each case, for a value equivalent to the Seller Credit Support being provided. Alternatively, if on any Credit Support Calculation Date, the sum of the applicable Baseline Seller Credit Support Amount plus the applicable Buyer Exposure Amount is less than the amount of Seller Credit Support (by more than the Threshold Amount), then Seller shall be entitled to reduce the amount of Seller Credit Support provided by the amount such Seller Credit Support exceeds the sum of the applicable Baseline Seller Credit Support Amount plus the applicable Buyer Exposure Amount, and Buyer shall cooperate with Seller as necessary to return or modify the undrawn Seller Credit Support no longer required within five (5) Business Days.

(d)If on any Credit Support Calculation Date, (i) the sum of the applicable Baseline Buyer Credit Support Amount plus the applicable Seller Exposure Amount is greater than the amount of Buyer Credit Support and the amount of such difference exceeds the Threshold Amount, then Seller may by written notice require that, within five (5) Business Days, Buyer increase the amount of Buyer Credit Support provided, and Buyer agrees to provide such increased Buyer Credit Support, by the amount the applicable Baseline Buyer Credit Support Amount plus the applicable Seller Exposure Amount exceeds the amount of Buyer Credit Support then-posted. Any incremental Buyer Credit Support required from Buyer may be in the form of (i) cash, (ii) an irrevocable letter of credit from an Acceptable Financial Institution in substantially the form of the Initial Buyer LC, (iii) a guarantee from a Creditworthy Affiliate in form and substance reasonably satisfactory to Seller, or (iv) some combination of the foregoing, in each case, for a value equivalent to the Buyer Credit Support being provided. Alternatively, if on any Credit Support Calculation Date, the sum of the applicable Baseline Buyer Credit Support Amount plus the applicable Seller Exposure Amount is less than the amount of Buyer Credit Support (by more than the Threshold Amount), then Buyer shall be entitled to reduce the amount of Buyer Credit Support provided by the amount such Buyer Credit Support exceeds the sum of the applicable Baseline Buyer Credit Support Amount plus the applicable Seller Exposure Amount, and Seller shall cooperate with Buyer as necessary to return or modify the undrawn Buyer Credit Support no longer required within five (5) Business Days.

(e)If at any time, the credit rating of a financial institution providing Credit Support in the form of a letter of credit no longer qualifies as an Acceptable Financial Institution or the credit rating of an Affiliate providing Credit Support in the form of a guarantee no longer qualifies as a Creditworthy Affiliate, then in either case the party posting such Credit Support shall provide replacement Credit Support in the form specified in Sections 9.0(a) or 9.0(b), as the case may be.

(f)Each party shall return to the other party, as applicable, any undrawn Credit Support on or before the date that is the later of (i) thirty (30) days after the date of

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termination of this Agreement, and (ii) five (5) Business Days after the date on which the party providing the Credit Support has paid the other party all amounts owed to such party under this Agreement.

ARTICLE 10.

CONFIDENTIALITY

10.0Confidentiality.  The parties agree that the parties’ proposals and negotiations prior to the date hereof concerning this Agreement, the terms of this Agreement, and the actual charges billed to Buyer or Seller under this Agreement, constitute the confidential business information (“Confidential Business Information”) of both parties. Except as set forth herein, Seller and Buyer each agree to hold such Confidential Business Information wholly confidential. Such Confidential Business Information may only be used by the parties for purposes related to the approval, administration or enforcement of this Agreement and for no other purpose.

Each party agrees not to disclose Confidential Business Information to any other person (other than its Affiliates, counsel, consultants, lenders (including prospective lenders), equity investors (including potential equity investors), employees, officers and directors), without the prior written consent of the other party, provided that either party may disclose Confidential Business Information, if such disclosure is required by law or pursuant to an order of a court or regulatory agency or in order to enforce this Agreement or to seek approval of this Agreement. In the event a party is required by law or by a court or regulatory agency to disclose Confidential Business Information, such party shall to the extent possible notify the other party at least three (3) Business Days in advance of such disclosure.

Each party agrees that violation of the terms of Article 10 constitutes irreparable harm to the other, and that the harmed party may seek any and all remedies available to it at law or in equity, including but not limited to injunctive relief.

ARTICLE 11.

NOTICES AND ADDRESS FOR PAYMENT

11.0Notices.  All notices, requests, statements or payments shall be made to the addresses set out below. Notices required to be in writing shall be delivered by letter, facsimile or other documentary form. Notice by facsimile or hand delivery shall be deemed to have been received by the close of the Business Day during which the notice is received or hand delivered. Notice by overnight mail or courier shall be deemed to have been received upon delivery as evidenced by the delivery receipt. A party may change its address by providing notice of same in accordance herewith:

To Buyer:	515 King Street
	P. O. Box 2040
	Fredericton, New Brunswick
	Canada
	E3B 5G4
	Attn: Rick McGivney

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to Seller:	Evergreen Wind Power, LLC
	c/o UPC Wind Management, LLC
	100 Wells Ave., Suite 201
	Newton, MA 02459

(a)All amounts due Seller under this Agreement must be sent via United States mail to the address specified below:

Evergreen Wind Power, LLC

c/o UPC Wind Management, LLC

100 Wells Ave., Suite 201

Newton, MA 02459

or (ii) wire transfer to the following Account:

Maine Wind Partners, LLC
Bank of America
ABA:	026 009 593
Account:	0046 0490 2995

(b)All amounts due Buyer under this Agreement must be sent via United States mail to the address specified below:

515 King Street

P. O. Box 2040

Fredericton, New Brunswick

Canada

E3B 5G4

Attn: Rick McGivney

or (ii) wire transfer to the following Account:

DESTINATION:	CHASUS33
(IBK)	JP Morgan Chase
	NEW YORK, NY
	ABA 021000021
PAY TO BANK:	ROYCCAT2
(BBK)	ROYAL BANK OF
	CANADA
	TORONTO, ONTARIO
	UID 055253

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BENEFICIARY:	00884 4001178
(BNF)	NEW BRUNSWICK
	POWER
	CORPORATION
	ATTENTION:
	GENERATION

(c)The address or addressee to which notices or invoices shall be mailed may be changed from time to time by either party by notice served as hereinabove provided.

ARTICLE 12.

DISAGREEMENTS

12.0Negotiations.  The parties shall attempt in good faith to resolve all disputes arising out of or related to or in connection with this Agreement promptly by negotiation, as follows. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Executives of both parties at levels one level above the personnel who have previously been involved in the dispute shall meet at a mutually acceptable time and place within ten (10) days after delivery of such notice, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days from the referral of the dispute to senior executives, or if no meeting of senior executives has taken place within fifteen (15) days after such referral, either party may initiate arbitration as provided hereinafter. All negotiations pursuant to this clause are confidential.

12.1Arbitration.

(a)If the negotiation process provided for in Section 12.0 has not resolved the dispute, the dispute shall be decided by binding arbitration in the City of New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association (except as expressly provided otherwise herein). The arbitration shall be governed by the United States Arbitration Act (9 U.S.C. § 1 et seq.), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith will be specifically enforceable under the prevailing arbitration law of any court having jurisdiction. Notice of demand for arbitration must be filed in writing with the other party to this Agreement. The demand must be made within a reasonable time after dispute has arisen. In no event may the demand for arbitration be made if the institution of legal or equitable proceedings based on such dispute is barred by the applicable statute of limitations. Any arbitration may be consolidated with any other arbitration proceedings between the parties commenced under this Section 12.1. The results of the arbitration shall be binding, and the award of the arbitrator shall be specifically enforceable in a court of competent jurisdiction.

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(b)Either party may commence the arbitration by giving to the other written notice in sufficient detail of the existence and nature of any dispute proposed to be arbitrated. The parties shall attempt to agree on a person with respect to the matter at issue to serve as arbitrator. If the parties cannot agree on an arbitrator within ten (10) days of such notice, each shall then appoint one individual to serve as an arbitrator within 30 days of such notice and the two (2) thus appointed shall select a third arbitrator to serve as chairman of the panel of arbitrators; and such three (3) arbitrators shall determine all matters by majority vote; provided however, if the two (2) arbitrators appointed by the parties are unable to agree upon the appointment of the third arbitrator within ten (10) days after their appointment, both shall give written notice of such failure to agree to the parties, and, if the parties fail to agree upon the selection of such third arbitrator within five (5) days of such notice, then either of the parties upon written notice to the other may require such appointment from, and pursuant to the rules of, the American Arbitration Association for commercial arbitration. Any arbitrator appointed shall be a present or former executive of an electric utility, or private power company, or an attorney, in each case with substantial experience in electric power purchase agreements. Prior to appointment, each arbitrator shall agree to conduct such arbitration in accordance with the terms of this Agreement.

(c)The parties shall have sixty (60) calendar days after appointment of all arbitrators to perform discovery and present evidence and argument to the arbitrators. During that period, the arbitrators shall be available to receive and consider all such evidence as is relevant and, within reasonable limits due to the restricted time period, to hear as much argument as is feasible, giving a fair allocation of time to each party to the arbitration. The arbitrators shall use all reasonable means to expedite discovery and to sanction noncompliance with reasonable discovery requests or any discovery order. The arbitrators shall not consider any evidence or argument not presented during such period and shall not extend such period except by the written consent of both parties. At the conclusion of such period, the arbitrators shall have forty-five (45) calendar days to reach a determination.

(d)The arbitrators shall have the right only to interpret and apply the terms and conditions of this Agreement and to order any remedy allowed by this Agreement, but may not change any term or condition of this Agreement, deprive either party of any right or remedy expressly provided hereunder, or provide any right or remedy that has been excluded hereunder.

(e)The arbitrators shall give a written decision to the parties stating their findings of fact, conclusions of law and order, and shall furnish to each party a copy thereof signed by them within five (5) calendar days from the date of their determination. Each party shall pay the cost of the arbitrator or arbitrators, with respect to those issues as to which they do not prevail, as determined by the arbitrator or arbitrators.

12.2Settlement Discussions.  The parties agree that no statements of position or offers of settlement made in the course of the dispute process described in this Article 12 above will be offered into evidence for any purpose in any litigation or arbitration between the parties, nor will any such statements or offers of settlement be used in any manner against either party in any such litigation or arbitration. Further, no such statements or offers of settlement shall constitute an admission or waiver of rights by either party in connection with any such litigation

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or arbitration. At the request of either party, any such statements and offers of settlement, and all copies thereof, shall be promptly returned to the party providing the same.

12.3Preliminary Injunctive Relief.  Nothing in this Article 12 shall preclude, or be construed to preclude, the resort by either party to a court of competent jurisdiction solely for the purposes of securing a temporary or preliminary injunction to preserve the status quo or avoid irreparable harm pending arbitration pursuant to this Article 12.

12.4Confidential Proceedings.  The fact that either party has invoked the provisions of this Article 12, the arbitration proceedings and related communications, and the decision of the arbitrators shall all be considered Confidential Business Information subject to Article 10 hereof, and the arbitrators shall make no disclosure of any confidential information that would not be permitted by a party under Article 10.

12.5Submission to Jurisdiction.  Each party hereby irrevocably consents to the non-exclusive jurisdiction of the United States District Court of the Southern District of New York and the courts of New York State sitting in the Borough of Manhattan in New York City, in each case, for any action or proceeding filed by the other party (a) to enforce any award or decision of any arbitration panel duly appointed under this Agreement to resolve any dispute between the parties, and (b) regarding any matter or issue that an arbitration panel declines to hear, and each party waives any objection which it may now or hereafter have regarding the choice of such forum, whether based on personal jurisdiction, venue, forum non conveniens or on any other grounds. Buyer and Seller irrevocably consent to the service of process outside of the territorial jurisdiction of such courts by mailing copies thereof by registered or certified mail, postage prepaid, to Buyer’s or Seller’s, as the case may be, last known address as shown in this Agreement with the same effect as if such party were a resident of the State of New York and had been lawfully served in such State. Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY CONTROVERSY, DISPUTE OR CLAIM UNDER THIS AGREEMENT.

ARTICLE 13.

MISCELLANEOUS

13.0Entirety.  This Agreement and the Schedules and Exhibits hereto constitute the entire agreement between the parties and supersede any prior or contemporaneous agreements or representations of the parties affecting the same subject matter.

13.1Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law other than Section 5-1401 of the New York General Obligations Law.

13.2Non-Waiver.  No waiver by either party hereto of any one or more defaults by the other party in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature.

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13.3Headings; Attachments.  The headings used for the sections and articles herein are for convenience and reference purposes only and shall in no way affect the meaning or interpretation of the provisions of this Agreement. Any and all attachments referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes.

13.4Counterparts.  This Agreement may be executed in two counterparts, each of which is an original and all of which constitute one and the same instrument.

13.5Forward Contract.

(a)Without limiting the applicability of any other provision of Title 11 of the United States Code (as amended, the “Bankruptcy Code”), the Parties acknowledge and agree that (i) this Agreement constitutes a “forward contract” as defined in Section 101 (25) of the Bankruptcy Code; (ii) Purchaser and Seller are “forward contract merchants” within the meaning of Section 101 (26) of the Bankruptcy Code; (iii) that the rights of the Parties under the termination provisions of this Agreement will constitute contractual rights to liquidate transactions hereunder; (iv) that any payment related thereto will constitute a “settlement payment” as defined in Section 101 (51A) of the Bankruptcy Code; and (v) that the Parties are entitled to the rights under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code.

(b)Without limiting the applicability of any other provision of the Bankruptcy and Insolvency Act (Canada) (as amended, the “Canadian Bankruptcy Act”), the Parties acknowledge and agree that (i) this Agreement constitutes an “eligible financial contract” as defined in Section 65.1(8) of the Canadian Bankruptcy Act; (ii) that the rights of the Parties under the termination provisions of this Agreement may be used to calculate the net termination value within the meaning of Section 65.1(8) of the Canadian Bankruptcy Act; and (iii) that the Parties are entitled to the rights under, and protections afforded by Section 65.1 of the Canadian Bankruptcy Act.

13.6Other.  This Agreement (i) shall not be altered or amended except by an instrument in writing executed by authorized representatives of the parties; (ii) does not confer any rights upon any person other than the parties and their respective successors and permitted assigns; and (iii) may be performed by Seller through the use of agents and subcontractors (but such use shall not relieve Seller of any obligation hereunder). Any provision of this Agreement which is prohibited or unenforceable in a specific situation in any jurisdiction shall not affect the validity or enforceability of (a) that provision in another situation or in any other jurisdiction, or (b) the other provisions of this Agreement if such other provisions could then continue to conform with the purposes of this Agreement and the terms and requirements of applicable law. The parties shall execute and deliver all documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Agreement.

* * Signature Page to Follow * *

34

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set out above. This Agreement shall not become effective as to either party unless and until executed by both parties.

EVERGREEN WIND POWER,
LLC, as SELLER
By:			/s/ Paul Gaynor
Name:				PAUL GAYNOR
Title:				President
NEW BRUNSWICK POWER
GENERATION CORPORATION,
as BUYER
By:		/s/ Daryl Bishop
Name:
Title:
By:	/s/ Michael Gorman
Name:				MICHAEL GORMAN
Title:				VP.—Legal

Signature Page to Energy Management Services Agreement

SCHEDULE A

DELIVERED ELECTRICITY PRICE

Delivery Year	Delivered Electricity Price (US$ /MWh)
2006	*****
2007	*****
2008	*****
2009	*****
2010	*****
2011	*****

SCHEDULE B

MINIMUM DELIVERED ELECTRICITY AMOUNT

Calendar Quarter	Minimum Delivered Electricity Amount
January-March	***** MWh
April-June	***** MWh
July-September	***** MWh
October-December	***** MWh
Annual Total	***** MWh

SCHEDULE C

SCHEDULING FEE

Delivery Year	Scheduling Fee (US$ /MWh)
2006	*****
2007	*****
2008	*****
2009	*****
2010	*****
2011	*****

SCHEDULE D

EXPOSURE AMOUNT CALCULATION

Part I

Determination of the Buyer Exposure Amount

The Buyer Exposure Amount shall be calculated as the product of (a) the difference between the ***** starting in the second quarter of calendar year 2007 and for the remainder of the Term. The resulting amount shall be rounded upwards for any fractional amount to the next $10,000. If the Buyer Exposure Amount is determined to be a negative number, the Buyer Exposure Amount shall be deemed to be zero (0).

Sample Calculation of the Buyer Exposure Amount

For example, if there are eight calendar quarters remaining in the Term, and the Initial Mass Hub Index and the current Mass Hub Index are:

		A		B	B–A
Quarter	Initial Mass Hub Index ($ /MWh)	Initial Mass Hub Index less *****% ($ /MWh)	Current Mass Hub Index ($ /MWh)	Buyer Electricity Index ($ /MWh)	Difference ($ /MWh)	Minimum Delivered Electricity Amount (MWh)
Q110	*****	*****	*****	*****	*****	*****
Q210	*****	*****	*****	*****	*****	*****
Q310	*****	*****	*****	*****	*****	*****
Q410	*****	*****	*****	*****	*****	*****
Q111	*****	*****	*****	*****	*****	*****
Q211	*****	*****	*****	*****	*****	*****
Q311	*****	*****	*****	*****	*****	*****
Q411	*****	*****	*****	*****	*****	*****

Then the Buyer Exposure Amount shall be calculated as:

(***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) = US$*****,

which is then rounded to US$*****.

Part II

Determination of Seller Exposure Amount

The Seller Exposure Amount shall be calculated as the product of (a) the difference between ***** starting in the second quarter of calendar year 2007 and for the remainder of the Term. The resulting amount shall be rounded upwards for any fractional amount to the next $10,000. If the Seller Exposure Amount is determined to be a negative number, the Seller Exposure Amount shall be deemed to be zero (0).

Sample Calculation of the Seller Exposure Amount

For example, if there are eight calendar quarters remaining in the Term, and the current Mass Hub Index is:

	C		D	C-D
Quarter	Delivered Electricity Price ($/MWh)	Current Mass Hub Index ($/MWh)	Seller Electricity Index ($/MWh)	Difference ($/MWh)	Minimum Delivered Electricity Amount (MWh)
Q110	*****	*****	*****	*****	*****
Q210	*****	*****	*****	*****	*****
Q310	*****	*****	*****	*****	*****
Q410	*****	*****	*****	*****	*****
Q111	*****	*****	*****	*****	*****
Q211	*****	*****	*****	*****	*****
Q311	*****	*****	*****	*****	*****
Q411	*****	*****	*****	*****	*****

Then the Seller Exposure Amount shall be calculated as:

(***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) + (***** * *****) = US$*****,

which is then rounded to US$*****

SCHEDULE E

INITIAL MASS HUB INDEX

Calendar Quarter	Price (US$/MWh)
Q207	*****
Q307	*****
Q407	*****
Q108	*****
Q208	*****
Q308	*****
Q408	*****
Q109	*****
Q209	*****
Q309	*****
Q409	*****
Q110	*****
Q210	*****
Q310	*****
Q410	*****
Q111	*****
Q211	*****
Q311	*****
Q411	*****

For the remainder of the Term, when calculating exposure amounts, quarterly prices shall be determined by the hourly-weighted average of daily prices, if available, or if daily prices are not available, monthly prices, in either case of both peak and off-peak mid-market prices as appropriate. Mid-market prices shall be the arithmetic average of offer and bid prices. For example, if the appropriate broker-provided prices are:

Month	Peak/Off- Peak	Hours in Period	Bid Price ($/MWh)	Offer Price ($/MWh)	Mid-Price ($/MWh)
January	Peak	336	*****	*****	*****
January	Off-Peak	408	*****	*****	*****
February	Peak	320	*****	*****	*****
February	Off-Peak	352	*****	*****	*****
March	Peak	368	*****	*****	*****
March	Off-Peak	376	*****	*****	*****
	Total Hours	2160

Then the price to be used for this quarter shall be calculated as: *****

EXHIBIT A

OPERATING PROCEDURES

1.For each Day during the Term, Seller shall advise Buyer in writing by fax or electronic mail or internet posting of the anticipated Delivered Electricity by the Facility for each hour of each such Day based upon the Seller’s good faith estimates (the “Daily Production Schedule”) on or before 10:00 o’clock a.m. Atlantic Prevailing Time on the day preceding such Day. The Seller authorizes the Buyer to schedule transmission service with transmission providers (either utilizing the firm transmission capacity reserved by the Buyer, or, if such capacity has not been reserved or is insufficient, interruptible transmission service obtained by the Buyer) between the Delivery Point and the Market Delivery Point and to re-sell the Delivered Electricity purchased under this Agreement into ISO-NE at the Market Delivery Point based on the Seller’s Daily Production Schedules.

2.The Seller may request changes to a Daily Production Schedule after it is delivered to the Buyer. Provided such request is made at least 120 minutes prior to the deadline for the Buyer to adjust its nominations and schedules with transmission providers, ISO-NE and other system operators based on the then prevailing market rules, policies, tariffs, procedures and protocols of such entities (the “Scheduling Deadline”), the Buyer will revise such nominations and schedules in accordance with the Seller’s request and the Daily Production Schedule shall be adjusted accordingly.

3.If the Seller’s request to change its Daily Production Schedule is made less than 90 minutes prior to the Scheduling Deadline, the Buyer will use reasonable efforts in the circumstances to adjust its nominations and schedules with Transmission Providers, ISO-NE and other system operators and if it is able to do so, the Daily Production Schedule shall be adjusted accordingly

4.Authorized Representatives. As a means of securing effective cooperation and interchanges of information and of providing consultation on a prompt and orderly basis between the parties in connection with various administrative, commercial and technical issues which may arise during the performance of this Agreement, the Operating Procedures also provide that both parties appoint an authorized representative (with respect to each party, the “Authorized Representative”) and may appoint an alternate (with respect to each party, the “Alternate”) to act in its Authorized Representative’s absence. The Authorized Representatives and Alternates shall be managers well-experienced with regard to matters relating to the implementation of the parties’ rights and obligations under this Agreement with full authority to act for and on behalf of the parties appointing them. Each party will notify the other in writing of its Authorized Representative and Alternate and these appointments will remain in full force and effect until written notice of substitution is delivered to the other party.

The Authorized Representatives (and/or the Alternates) shall meet on a regular basis, but no more frequently than semi-annually during the Term. Such meetings may be conducted in person or via telephone or other electronic means, as the Parties may agree. During these meetings, the Parties shall specifically discuss any changes in the New Brunswick and New England energy markets that may impact the calculation of damages and costs payable under Section 3.7 of this Agreement in the case of a non-delivery of Delivered Electricity into 1SO-NE.

5.Scheduling and Settlement.

a.Since the scheduling of energy is required by NBSO, ISA, MPS, NBP, MEPCO, Transenergie (Quebec), and ISO-NE, (i) the Seller will provide to the Buyer a forecast, day ahead and at regular intraday intervals pursuant to these Operating Procedures, as well as provide metering information pursuant to Article 3 of this Agreement, (ii) each party shall designate Authorized Representatives to communicate hereunder with regard to scheduling and related matters, and (iii) Buyer will be responsible for arranging for the scheduling of Delivered Electricity to be sold and delivered. The Buyer will schedule the Delivered Electricity pursuant to the tariff, market rules and the operating procedures of each transmission provider(s)/administrator(s) and/or market administrator(s), as applicable. Each party shall comply with the applicable operating policies, criteria and/or guidelines of FERC and any regional or subregional reliability council.

b.Buyer shall indemnify and make whole Seller for any increased costs or loss of revenue, including but not limited to imbalancing costs incurred by Seller or loss of electrical energy, REC and/or Capacity Value revenue caused by Buyer’s scheduling errors.

c.Buyer shall use commercially reasonable efforts to transfer any and all ISO-NE settlement account data or other data necessary to create RECs in the NEPOOL GIS system for the Seller’s account for all Delivered Electricity delivered to ISO-NE. From time to time, a third party may be necessary to transfer such settlement account data or other data. At Seller’s reasonable request, Buyer shall enter into an agreement with such third party in order to create RECs in the NEPOOL GIS system for the Seller’s account for all Delivered Electricity delivered to ISO-NE. During the Term, Buyer agrees to take any further reasonable action involving ISO-NE or the NEPOOL GIS or otherwise to ensure that the entire amount of RECs which Seller receives or is credited (or should receive or be credited) through generation at the Facility and/or as owner of the Facility will be deposited into Seller’s NEPOOL GIS account and, in no event, shall Buyer take any action which would or could cause such RECs to be issued to any other party or transferred to any account other than Seller’s account within the NEPOOL GIS, except in accordance with the foregoing provisions of this paragraph.

EXHIBIT B

FORM OF INITIAL SELLER LC

230 Park Avenue
New York, New York 10169-0005
Telephone: (212) 407-6000
Telecopy: (212) 407-6133

Irrevocable Standby Letter of Credit No.:	[SB             ]
Date of Issue:	[        , 2006]
Currency and Amount:	[                  ]
Expiration Date:	[                  ]
Place of Expiry:	At our office

BENEFICIARY: New Brunswick Power
Generation Corporation APPLICANT: UPC Wind Partners, LLC

Dear Madam or Sir:

We hereby establish for the account of UPC Wind Partners, LLC, a Delaware limited liability company (“Applicant”), our Irrevocable Standby Letter of Credit (this “Letter of Credit”) in your favor for an amount of [USD $[           ] ([              dollars, United States currency). Applicant has advised us that this Letter of Credit is issued in connection with that certain Energy Management Services Agreement dated as of [              , 2006] by and among New Brunswick Power Generation Corporation, a corporation created under the Business Corporations Act of New Brunswick (“Beneficiary”) and Evergreen Wind Power, LLC, a Delaware limited liability company and wholly-owned subsidiary of Applicant (as amended or restated from time to time, the “Agreement”). This Letter of Credit (i) shall become effective immediately for the term of one (1) year and shall expire at our counters in New York on [           , 2007] at [               a.m./p.m.] (the “Expiration Date”), and (ii) is subject to the following:

1.Funds under this Letter of Credit shall be made available to Beneficiary against its draft drawn on us in the form of Annex I hereto, dated the date of presentation, accompanied by (a) a certificate in the form of Annex 2 hereto, appropriately completed and purporting to be signed by an authorized officer of Beneficiary, and (b) the original of this Letter of Credit (the “Accompanying Documents”) and presented at our office located at 230 Park Avenue, New York, New York 10169, Attention: Loan Operations (or at any other office which may be designated by us by written notice delivered to you). A presentation under this Letter of Credit may be made only on a day, and during hours of 9:00 AM and 5:00 PM, New York time in which such office is open for business (a “Business Day”). If we receive your draft and the Accompanying Documents at such office on any Business Day, all in strict conformity with the terms and conditions of this Letter of Credit, we will honor the same by making payment in accordance with your payment instructions on the third succeeding Business Day after presentation. If the amount of the drawing, together with all previous drawings pursuant to this Letter of Credit, is less than the aggregate amount of this Letter of Credit, we will return this Letter of Credit to you with a notation of the remaining amount available hereunder.

2.Absent occurrence of events (i), (ii) and (iii) of Clause 3 below, the Expiration Date of this Letter of Credit may be extended without amendment for periods of one (1) year from its present Expiration Date, or any future Expiration Date, if Applicant provides us with a written request for renewal at least ninety (90) days prior to any Expiration Date unless at least sixty (60) days prior to any Expiration Date we send Applicant and you notice by registered mail, return receipt requested, or courier service or hand delivery at your above address that we elect not to consider the Expiration Date of this Letter of Credit extended for any such additional period. In no event shall the Expiration Date extend beyond [                 ].

3.This Letter of Credit terminates upon the earliest to occur of (i) our receipt of a notice in the form of Annex 3 hereto purporting to be signed by an authorized officer of Beneficiary, accompanied by this Letter of Credit for cancellation, (ii) our honoring of one or more drafts presented hereunder in an aggregate amount equal to the amount of this Letter of Credit, and (iii) our close of business at our aforesaid office on the Expiration Date, or if the Expiration Date is not a Business Day, then on the preceding Business Day, this Letter of Credit shall be surrendered to us by you.

4.This Letter of Credit is not transferable and, except as otherwise expressly stated herein, is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No. 500.

5.This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified, or limited by reference to any document, instrument, or agreement referred to herein, except for Annexes 1, 2 and 3 hereto and the notices referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument, or agreement except as provided in this paragraph 5.

6.Communications with respect to this Letter of Credit shall be in writing and shall be addressed to us at the address referred to in paragraph 1 above, and shall specifically refer to this Letter of Credit No. [SB              ].

Very truly yours,

HSH NORDBANK AG, NEW YORK BRANCH

By:	By:
Name:	Name:
Title:	Title:

ANNEX 1

TO LETTER OF CREDIT NO. [SB                  ]

Draft under Irrevocable Standby Letter of Credit No. [SB                   ] (“Letter of Credit”)

[ Month, Day, Year ]

On [third business day next succeeding date of presentation]

Pay to New Brunswick Power Generation Corporation, having its head office in the City of Fredrickton, New Brunswick, Canada USD $                            [not to exceed amount available to be drawn]

[insert any wire instructions]

For value received and charge to account of Letter of Credit No. [SB                      ] of HSH Nordbank AG, New York Branch, 230 Park Avenue, New York, New York 10169-0005.

By:

Title:

ANNEX 2

TO LETTER OF CREDIT NO. [SB                  ]

Drawing under Irrevocable Standby Letter of Credit No. [SB                   ]

The undersigned, a duly authorized officer of New Brunswick Power Generation Corporation (“Beneficiary”), hereby certifies on behalf of Beneficiary to HSH Nordbank AG, New York Branch with reference to the Irrevocable Standby Letter of Credit No. [SB                ] (the “Letter of Credit”) issued for the account of UPC Wind Partners, LLC (“Applicant”), that:

1)CHOOSE ONE

(a)pursuant to Section 9.0(c)(i) of that certain Energy Management Services Agreement dated as of [              , 2006] by and among Beneficiary and Evergreen Wind Power, LLC (“Evergreen”), a wholly-owned subsidiary of Applicant (as amended or restated from time to time, the “Agreement”), Beneficiary is entitled to draw under the Letter of Credit due to the fact that Evergreen has failed to pay an undisputed amount due under the Agreement within ten (10) days after such amount was due;

(b)pursuant to Sections 6.2 and 9.0(c)(i) of the Agreement, Beneficiary is entitled to draw under the Letter of Credit due to the fact that Evergreen has failed to pay a disputed amount into an independent escrow account, pending resolution of the dispute, within ten (10) days after such amount was due;

(c)pursuant to Section 9.0(c)(ii) of the Agreement, Beneficiary is entitled to draw under the Letter of Credit due to the fact that Evergreen has failed to pay an amount disputed and found to be due under Article 12 of the Agreement within ten (10) days after Evergreen’s receipt of notice resolving such dispute;

(d)pursuant to Section 9.0(d), the Credit Support posted by Applicant is due to expire within thirty (30) days and the Applicant has failed to deliver or cause to be delivered to Beneficiary an alternative replacement Credit Support as specified in Sections 9.0(a) or 9.0(b); or

(e)the Expiration Date of the Letter of Credit will occur no more than thirty (30) days after the date of this certificate, and the Applicant has not provided a replacement letter of credit in form and substance as required by the Agreement in an amount required pursuant to the Agreement.

2)by presenting this certificate and the accompanying sight draft, Beneficiary is requesting that payment in the amount of $                      as specified on said draft, be made under the Letter of Credit by wire transfer or deposit of funds into the account specified on said draft;

3)the amount specified on the sight draft accompanying this certificate does not exceed the amount to which Beneficiary is entitled to draft under said Section [9.0(c)(i)/ 9.0(c)(ii)] of the Agreement;

4)Beneficiary, on or prior to the date hereof, has transmitted by facsimile (with receipt confirmed) a copy of this certificate to Applicant, to the attention of President at facsimile number (617) 964-3342 or such number as has been designated by Applicant in a written notice delivered to us, and has deposited, postage-prepaid, another copy hereof with a reputable overnight delivery courier service for delivery overnight to Applicant at the following address:

UPC Wind Partners, LLC

c/o UPC Wind Management, LLC

100 Wells Avenue, Suite 201

Newton, MA 02459

Attn: President

All capitalized terms used herein which are defined in the above-referenced Letter of Credit have the same meanings when used herein.

In witness whereof, Beneficiary has caused this certificate to be duly executed and delivered by its duly authorized officer as of the date and year written below.

Date:

By:

Title:

ANNEX 3

TO LETTER OF CREDIT NO. [SB                  ]

Notice of surrender of Irrevocable Standby Letter of Credit No. [SB                   ]

Date: 

HSH Nordbank AG, New York Branch

230 Park Avenue

New York, New York 10169

Attention: Loan Administration

Re:    Letter of Credit No. [SB                   ] issued for the account of UPC Wind Partners, LLC (“Applicant”).

Ladies and Gentlemen:

We refer to your above-mentioned Irrevocable Standby Letter of Credit (the “Letter of Credit”). The undersigned hereby surrenders the Letter of Credit to you for cancellation as of the date hereof. No payment is demanded of you under this Letter of Credit in connection with this surrender.

Very truly yours,

By:

Title:

EXHIBIT C

FORM OF INITIAL BUYER LC

ISSUING BANK: ROYAL BANK OF CANADA, NEW YORK, N.Y.

Irrevocable Standby Letter of Credit No.:
Date of issue:
Expiration Date:	1 year from issue date
Place of Expiry:	At our office specified below
Beneficiary:
Evergreen Wind Power, LLC
c/o UPC Wind Management, LLC
100 Wells Ave., Suite 201
Newton, MA 02459

We hereby issue this Irrevocable Standby Letter of Credit (this “Letter of Credit”) for the account of and on behalf of NEW BRUNSWICK POWER GENERATION CORPORATION, 515 KING STREET, P.O. BOX 2040 , FREDERICTON , NEW BRUNSWICK, CANADA , E3B 5G4, ( the “Applicant” ) in favour of EVERGREEN WIND POWER LLC , (“the Beneficiary”) in an amount equal to USD [                           (                       U.S. dollars only ), available against presentation of the following document(s):

1.The original of this Letter of Credit.

2.Beneficiary’s certificate purportedly signed by an authorized signing officer representing Evergreen Wind Power, LLC specifying the amount claimed and certifying the Beneficiary is entitled to draw under this Letter of Credit pursuant to the terms and conditions set forth in that certain Energy Management Services Agreement entered into as of the                    day of July, 2006, by and between the Beneficiary and the Applicant.

Partial drawing(s) permitted.

If presentation of a drawing is made in compliance with the terms and conditions hereof on a Business Day at our counters at or before 10:00 a.m., New York, New York time, we shall honor such drawing on the same Business Day. If a demand is presented in compliance with the terms and conditions hereof at our counters after 10:00 a.m., New York, New York, time, we shall honor such drawing on the next Business Day. For the purposes of this section, Business Day means a day, other than a Saturday or Sunday, on which commercial banks are not authorized or required to be closed in New York, New York.

The following additional terms and conditions apply:

This Letter of Credit shall expire with our close of business at 5:00 p.m., New York, New York time, on ( 1 year from issue date) , unless extended as hereinafter provided.

ASSIGNMENT OF TRANSMISSION RIGHTS

THIS ASSIGNMENT OF TRANSMISSION RIGHTS (as amended, modified, supplemented, restated or replaced from time to time, this “Assignment Agreement”), dated as of                        , 2006, made by NEW BRUNSWICK POWER GENERATION CORPORATION, a corporation under the laws of the Province of New Brunswick (the “Assignor”), in favour of EVERGREEN WIND POWER, LLC, a Delaware limited liability company (the “Assignee”) (together with any successor(s) thereto).

W I T N E S S E T H:

WHEREAS:

A.Assignee is developing, financing, constructing, owning and operating a wind generation facility (the “Facility”) located on Mars Hill Mountain and the surrounding areas of Mars Hill, Aroostook County, Maine;

B.Assignor has transmission rights in the form of long-term firm point-to-point transmission service from the New Brunswick System Operator (“NBSO”) to allow the transmission of electric power over the transmission facilities that NBSO controls (the “Grid”) from New Brunswick to the point of interconnection between the NBSO controlled Grid and the transmission facilities that the Maine Electric Power Company (“MEPCO”) controls (the “Interconnection Point”);

C.Assignor and Assignee have entered into that certain Energy Management Services Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “EMSA”), pursuant to which, among other things, Assignor has agreed to purchase electric energy from Assignee at the EMSA Delivery Point and transmit such energy through the Interconnection Point and into the ISO-NE system; and

D.As a condition precedent to Assignee entering into its obligations under the EMSA, Assignee requires that Assignor shall have executed and delivered this Assignment Agreement as security for Assignor’s obligations pursuant to the EMSA and to ensure in the event of an Event of Default that Assignee shall have access to electricity transmission rights sufficient to allow Assignee to deliver electricity from the Facility to the Interconnection Point (and ultimately, pursuant to separate contractual arrangements, to ISO-NE) as contemplated by the EMSA;

NOW THEREFORE for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce the Assignee to enter into the EMSA, the Assignor agrees, for the benefit of the Assignee, as follows:

ARTICLE 1 - DEFINITIONS

1.01Certain Terms. The following terms when used in this Assignment Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

(a)“Assignee” has the meaning given in the preamble to this Assignment Agreement.

(b)“Assignor” has the meaning given in the preamble to this Assignment Agreement.

(c)“EMSA” has the meaning given in the recitals to this Assignment Agreement.

(d)“EMSA Delivery Point” means the delivery point at which Assignor takes title and risk of loss to the power sold from Assignee to Assignor as specified in the EMSA.

(e)“Event of Default” means any event of default described in Article 5 of the EMSA in respect of which the Assignor is the Defaulting Party.

(f)“Grid” has the meaning given in the recitals to this Assignment Agreement.

(g)“Interconnection Point” has the meaning given in the recitals to this Assignment Agreement.

(h)“MEPCO” has the meaning given in the recitals to this Assignment Agreement.

(i)“NBSO” has the meaning given in the recitals to this Assignment Agreement.

(j)“OATT” means the Open Access Transmission Tariff issued by the NBSO effective May 1, 2005 as the same may be amended, modified, supplemented, restated or replaced from time to time.

(k)“Transmission Rights” means rights given by the Transmission Service Agreement as described in Schedule “A” hereto (a true copy of which is annexed hereto as Schedule A-1) as the same may be amended, supplemented, restated or replaced from time to time and all rights and benefits related thereto as described in Section 2.01.

(l)“Transmission Service Agreement” means that certain Long-Term Firm Point-to-Point Transmission Service Agreement dated as of July 21, 2006 by and between the NBSO and the Assignor (a true copy of which is annexed hereto as Schedule A-1).

1.02EMSA Definitions. Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Assignment Agreement, including its preamble and recitals, have the meanings ascribed thereto in the EMSA.

1.03PPSA Definitions. Unless otherwise defined herein or in the EMSA or the context otherwise requires, terms for which meanings are provided in the Personal Property Security Act (New Brunswick) are used in this Assignment Agreement, including its preamble and recitals, with such meanings.

ARTICLE 2 - ASSIGNMENT

2.01Assignment. Upon and subject to the terms, conditions and provisions herein contained, the Assignor hereby unconditionally and irrevocably grants a security interest in and assigns, transfers and sets over to and in favour of the Assignee, as collateral security for its benefit, as and by way of a fixed and specific assignment and security interest in all of its right, title, estate and interest in, to, under and in respect of:

(a)the Transmission Rights, and all benefits, powers and advantages of the Assignor to be derived therefrom and all covenants, obligations and agreements of the parties thereunder and otherwise to enforce the rights of the Assignor thereunder in the name of the Assignor;

(b)all instruments, documents, writings, papers, books, books of account and other records relating to the Transmission Rights; and

(c)all revenues and other moneys now due and payable or hereafter to become due and payable to the Assignor thereunder or in connection therewith by the other parties to the Transmission Rights or receivable by the Assignor pursuant to or in connection with the Transmission Rights,

to be held by the Assignee for the benefit of the Assignee as general and continuing security for the performance payment and satisfaction of all obligations of the Assignor under the EMSA.

2.02Notice to NBSO. The Assignor and Assignee mutually agree to execute and deliver to the NBSO the Notice of Assignment of Transmission Rights in the form annexed hereto as Schedule “B” promptly after execution of this Assignment Agreement by both parties and to execute such further notices, documents or assurances as may be necessary or desirable under the OATT.

2.03Consents. The Assignor agrees that it will, upon the request of the Assignee, use all commercially reasonable efforts to obtain and provide any additional consent or acknowledgement required to permit the Transmission Rights to be assigned hereunder.

2.04Performance of Obligations. Until notice is given to the NBSO following an Event of Default, the Assignor covenants to observe and enforce the terms,

covenants, conditions and obligations to be observed and enforced by the Assignor pursuant to the Transmission Service Agreement which grants the Transmission Rights.

2.05No Liability. Nothing herein contained shall render the Assignee, its respective agents, directors, officers, employees or any other Persons for whom the Assignee is at law responsible, liable to any Person for the fulfilment or non-fulfilment of the obligations, covenants and agreements, including but not limited to the payment of any moneys thereunder or in respect thereto, of the Assignor under the Transmission Service Agreement which grants the Transmission Rights. Notwithstanding the foregoing, the Assignor hereby indemnifies and agrees to save and hold harmless the Assignee and its respective directors, officers and employees from and against any and all claims, demands, actions, causes of action, losses, suits, damages and costs whatsoever of any Person arising directly or indirectly from or out of the Transmission Service Agreement which grants the Transmission Rights.

2.06Notice: Registration. Upon the occurrence of an Event of Default, the Assignee shall have the right to advise the NBSO of the Assignee’s exercise of its rights under this Assignment Agreement or give notice thereof to the NBSO. The Assignee shall also have the right at any time and without notice to the Assignor to cause this Assignment Agreement or notice thereof to be registered or filed in any place or office where the Assignee or its counsel deem advisable or necessary.

2.07Performance Until Default and Attorney of the Assignor. The Assignor hereby irrevocably appoints the Assignee the Assignor’s attorney-in-fact, with effect following the occurrence of an Event of Default, with full authority in the place and stead of the Assignor and in the name of the Assignor or otherwise, from time to time in the Assignee’s discretion, to take any action and to execute any instrument which the Assignee may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation, (i) to exercise any of the rights, powers, authority and discretions which, under the terms of the Transmission Service Agreement which grants the Transmission Rights, could be exercised by the Assignor with respect thereto, (ii) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Transmission Rights, (iii) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (ii), and (iv) to file any claims or take any action or institute any proceedings which the Assignee may deem necessary or desirable for the exercise of the Transmission Rights or otherwise to enforce the rights of the Assignor with respect to any of the Transmission Rights, all of which is consented to by the Assignor. The Assignor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest.

2.08Dealing with the Transmission Rights. Until the occurrence of an Event of Default, the Assignor shall be entitled to deal with the Transmission Rights and

collect and receive all monies payable to the Assignor under or in connection with the Transmission Rights in the ordinary course of its business and to enforce all of the benefits, advantages and powers thereunder as though this Agreement had not been made.

2.09Termination, Surrender, Alteration, Etc. Without the prior written consent of the Assignee, which consent shall not be unreasonably withheld or delayed, the Assignor covenants and agrees that it shall not nor shall it agree at any time to (a) terminate, forfeit or cancel the Transmission Rights, (b) amend or modify the Transmission Rights in any material respect, (c) waive any failure of any party thereto to perform any material obligation thereunder or (d) suffer or permit anything allowing any party to terminate the Transmission Rights or any of them.

2.10Notice of Default. The Assignor shall cause notice to be given to the Assignee of any material default by the Assignor in any way relating to the Transmission Rights promptly upon becoming aware of the occurrence of such default, but in all events, if the Assignor is aware of any default that could give rise to the right of NBSO to terminate such Transmission Service Agreement, in sufficient time to afford the Assignee a reasonable opportunity to cure any such default before NBSO has any right to terminate the Transmission Rights by reason of such default; but nothing herein shall obligate the Assignee to cure any such default.

ARTICLE 3 - REPRESENTATIONS AND COVENANTS

3.01Representations. The Assignor represents and warrants to the Assignee that:

(a)the Assignor has provided the Assignee with a true and complete copy of the Transmission Service Agreement which grants the Transmission Rights;

(b)the Transmission Service Agreement is a valid and subsisting agreement, in full force and effect and unmodified and there are no defaults thereunder by the Assignor or any other party thereto;

(c)as at the date hereof the Transmission Service Agreement constitutes the entire agreement between the Assignor and NBSO in respect of the Transmission Rights;

(d)it is organized, validly existing and in good standing under the laws of New Brunswick and has the right, power and authority to enter into the Transmission Service Agreement and this Assignment Agreement and to perform its obligations thereunder and hereunder;

(e)every notice, authorization, approval, order and consent necessary for the execution, delivery and performance by it of this Assignment Agreement and the assignment of Transmission Rights hereunder has been obtained and is in full force and effect, unamended, at the date hereof;

(f)each of the Transmission Service Agreement and this Assignment Agreement has been duly executed and delivered by it and is a valid and binding obligation of it enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws of general application limiting the enforceability of creditors’ rights generally and to the fact that specific performance, injunction and other equitable remedies are available only in the discretion of the court; and

(g)it has not granted to any other Person rights in respect of the Transmission Rights which are to the same effect as any of the rights granted herein.

3.02Further Assurances. The Assignor hereby covenants and agrees with the Assignee that it shall from time to time and at all times hereafter upon written request so to do, make, do, execute and deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances and things as may be reasonably required by the Assignee for more effectually implementing and carrying out the true intent and meaning of this Agreement. The Assignor will ensure that the representations and warranties set forth in Section 3.01 will be true and correct at all times.

3.03Opinion. The Assignor agrees to provide to the Assignee at the time of execution of this Assignment of Agreement a legal opinion of its counsel, duly authorized to practice in New Brunswick opining as to the matters set out in section 3.01 (d), (e) and (f).

ARTICLE 4 - DEFAULT

4.01Rights of Assignee Upon a Default. Whenever an Event of Default shall have occurred that has not been waived under the EMSA, without limiting the rights of the Assignee under or pursuant to this Assignment Agreement, the EMSA, or otherwise provided by applicable law, the Assignee shall be entitled and shall have the authority:

(a)to renew, amend or otherwise deal with the Transmission Rights on such terms as it may deem appropriate;

(b)to perform, at the Assignor’s expense any and all obligations or covenants of the Assignor and take all benefit of the Assignor under the Transmission Service Agreement which grants the Transmission Rights;

(c)without limiting the generality of Section 4.01(a) hereof, to deal with the Transmission Rights to the same extent as the Assignor could do;

(d)to take possession of and collect the revenues and other moneys of all kinds payable to the Assignor in respect of the Transmission Rights and pay therefrom all reasonable expenses and charges, the payment of which may be necessary to preserve and protect the Transmission Rights; and

(e)to exercise any other or additional rights or remedies in respect of the Transmission Rights granted to Assignee under any other provision of this Assignment Agreement or any related agreement, or exercisable by a secured party under the Personal Property Security Act (New Brunswick) or under any other applicable law.

4.02Exercise of Powers. Where any discretionary powers hereunder are vested in the Assignee, the same may be exercised by an officer or manager.

ARTICLE 5 - GENERAL

5.01No Release. This Assignment Agreement shall remain in full force and effect without regard to, and the obligations of the Assignor shall not be affected or impaired by:

(a)any amendment, modification, replacement of or addition or supplement to the EMSA or the Transmission Service Agreement; or

(b)any exercise or non-exercise of any right, remedy, power or privilege in respect of this Assignment Agreement, the Transmission Service Agreement or the EMSA; or

(c)any waiver, consent, extension, indulgence or other action, inaction or admission under or in respect of this Assignment Agreement, the Transmission Service Agreement or the EMSA; or

(d)any default by the Assignor under, or any invalidity or unenforceability of, or any limitation of the liability of the Assignor or on the method or terms of payment under, or any irregularity or other defect in the EMSA or the Transmission Service Agreement; or

(e)any merger, consolidation or amalgamation of the Assignor into or with any other Person; or

(f)any insolvency, bankruptcy, liquidation, reorganization, arrangement, composition, winding-up, dissolution or similar proceeding involving or affecting the Assignor.

5.02No Partnership. Nothing herein contained shall be deemed or construed by the parties hereto or by any third party as creating the relationship of partnership or of joint venture among the Assignor and the Assignee it being understood and agreed that none of the provisions herein contained or any acts of any of the Assignee or of the Assignor, shall be deemed to create any relationship between any of the Assignee and the Assignor other than the relationship of assignee and assignor.

5.03Time of Essence. Time shall be of the essence of this Assignment Agreement.

5.04Waiver. No consent or waiver, express or implied, by the Assignee to or of any breach or default by the Assignor in performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by the Assignor hereunder. Failure on the part of the Assignee to complain of any act or failure to act of the Assignor or to declare the Assignor in default, irrespective of how long such failure continues, shall not, by itself, constitute a waiver by such Assignee of its rights hereunder.

5.05Counterparts. This Assignment Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

5.06Enforcement. Assignor agrees to pay on demand to Assignee all costs and expenses incurred by Assignee (including the fees and disbursements of counsel) in connection with Assignee’s enforcement, protection or preservation of any of its rights or claims under this Assignment Agreement, in the manner prescribed herein and in the EMSA.

ARTICLE 6 - MISCELLANEOUS PROVISIONS

6.01Document. This Assignment Agreement is executed pursuant to the EMSA and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

6.02Amendments, etc. No amendment to or waiver of any provision of this Assignment Agreement nor consent to any departure by the Assignor herefrom shall in any event be effective unless the same shall be in writing and signed by the Assignee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

6.03Addresses for Notices. Any notice or communication to be given under this Assignment Agreement to the Assignee or the Assignor shall be effective if given in accordance with the provisions of the EMSA as to the giving of notice to each, and the Assignee and the Assignor may change their respective address for notices in accordance with the said provisions.

6.04Section Captions. Section captions used in this Assignment Agreement are for convenience of reference only, and shall not affect the construction of this Agreement.

6.05Severability. Wherever possible, each provision of this Assignment Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Assignment Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

6.06Conflicts. In the event of any conflict between the provisions hereunder and the provisions of the EMSA then, notwithstanding anything contained herein, the provisions contained in the EMSA shall prevail and the provisions of this agreement will be deemed to be amended to the extent necessary to eliminate such conflict. If any act or omission of the Assignor is expressly permitted under the EMSA but is expressly prohibited hereunder, such act or omission shall be permitted. If any act or omission is expressly prohibited hereunder, but the EMSA does not expressly permit such act or omission, or if any act is expressly required to be performed hereunder but the EMSA does not expressly relieve the Assignor from such performance, such fact shall not constitute a conflict between the applicable provisions hereunder and the provisions of the EMSA.

6.07Assignment. Neither party shall assign this Assignment Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Assignee may, without the consent of Assignor, assign this Assignment Agreement or any of its rights or interest hereunder in connection with any financing or other financial arrangements as follows: Assignee may assign, pledge or mortgage its rights hereunder for security of any indebtedness and (i) upon giving notice to the Assignor of such assignment, pledge and mortgage, (A) the assignee, pledgee or mortgagee shall be entitled to exercise all rights and remedies it may have with respect to this Assignment Agreement without the further consent of the Assignor, to receive a copy of any notice given by the Assignor or the Assignee pursuant to the terms hereof, and to deliver any notice permitted under this Assignment Agreement on the Assignee’s behalf, and (B) the Assignor shall be entitled to assume the due authority of the assignee, pledgee or mortgagee in taking any action or authorizing any notice without the necessity of independently reviewing the assignment, pledge, mortgage, or other security instrument delivered by the Assignee to the assignee, pledgee or mortgagee and to accept performance by the assignee, pledgee or mortgagee of any duty or obligation of the Assignee, and (ii) upon giving the Assignor a copy of a trustee’s deed, deed in lieu of foreclosure, or other instrument pursuant to which the assignee, pledgee, mortgagee, or other party acquires legal title to this Assignment Agreement, (A) the assignee, pledgee, mortgagee, or other party shall assume the Assignee’s duties and obligations hereunder, provided that the liability of any such assignee, pledgee or mortgagee under this Assignment Agreement following such assumption shall be limited to its interests under the Assignment Agreement, and (B) Assignor shall accept the assignee, pledgee, mortgagee, or other party as the successor to the Assignee under the Assignment Agreement. At the request of the Assignee, the Assignor agrees to execute and deliver a consent in a form reasonably acceptable to the party(ies) providing financing to the Assignee.

6.08Governing Law. This Assignment Agreement shall be governed by and construed in accordance with the internal laws of the Province of New Brunswick and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF the parties hereto have duly executed this Assignment Agreement on the date first written above.

	NEW BRUNSWICK POWER
	GENERATION CORPORATION
By:
	Name:
	Title:
By:
	Name:
	Title:
	EVERGREEN WIND POWER, LLC
By:
	Name:
	Title:
By:
	Name:
	Title:

SCHEDULE A

TRANSMISSION RIGHTS

Forty-two (42) megawatts of long-term firm point-to-point transmission service available under the Transmission Service Agreement.

SCHEDULE A-1

TRUE COPY OF TRANSMISSION SERVICE AGREEMENT

See attached.

SCHEDULE B

NOTICE OF ASSIGNMENT OF TRANSMISSION RIGHTS

[DATE]

New Brunswick System Operator

77 Canada Street

Fredericton, New Brunswick E3B 5G4

Attention: Kevin Roherty, Secretary & General Counsel

Dear Mr. Roherry:

Re:Notice of Assignment of Transmission Service under that certain Service Agreement dated as of July 21, 2006 by and between NBSO and NBPGC covering 60 megawatts of long-term firm point-to-point transmission service from New Brunswick to the Maine Electric Power Company (“MEPCO”) Interface (the “Service Agreement”)

New Brunswick Power Generation Corporation (“NBPGC”) and Evergreen Wind Power, LLC (“Assignee”) hereby notify the New Brunswick System Operator (the “NBSO”) of the assignment of 42 megawatts of transmission service covered by the Service Agreement from NBPGC to Assignee, as collateral security for obligations pursuant to an Energy Management Services Agreement dated the         day of               , 2006 (the “EMSA”), in accordance with Section 23 of the New Brunswick System Operator Open Access Transmission Tariff (“OATT”).

Upon delivery to the NBSO of a Notice of Default by Assignee in respect of NBPGC’s duties or obligations under the EMSA, the Assignee will assume the obligations including scheduling and payment obligations from NBPGC for this assigned transmission.

This notice is given pursuant to Section 23.1 of OATT.

EXECUTED:	EXECUTED:
NEW BRUNSWICK POWER	EVERGREEN WIND POWER, LLC
GENERATION CORPORATION
By	By
Name:	Name:
(Print/Type)	(Print/Type)
Title	Title
Date	Date
ACCEPTED:
NEW BRUNSWICK SYSTEM OPERATOR
By
Name
Title
Date

EX-10.10

Exhibit 10.10

EXECUTIONVERSION

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Fourth Amended and Restated Secured Promissory Note

Dated as of July 17, 2009

by

First Wind Acquisition, LLC,

as Borrower

For the benefit of

HSH Nordbank AG, New York Branch,

Lender, Collateral Agent and Administrative Agent

and

The Lenders party hereto

TABLE OF CONTENTS

		Page
1.	Definitions and Interpretation	2
2.	The Loans	17
3.	ConditionsPrecedent	23
4.	Representations	26
5.	Covenants	29
6.	Events of Default	39
7.	Expenses; Indemnification	42
8.	Security	43
9.	Governing Law; Submission to Jurisdiction	43
10.	Assignments	44
11.	Appointment of Agents	44
12.	Miscellaneous	46

Exhibits

Exhibit A	–	Notice of Borrowing
Exhibit B	–	Noticeof Extension
Exhibit C-l	–	WithholdingCertificate(Treaty)
Exhibit C-2	–	WithholdingCertificate(Effectively Connected)
Exhibit C-3	–	WithholdingCertificate(Portfolio Interest)
Schedules
Schedule 1	–	Advance Rates
Schedule2	–	Appraisal Procedure
Schedule 3	–	Collateral
Schedule4	–	List of Project Companies
Schedule5	–	List Material Project Documents
Schedule6	–	Insurance Requirements
Schedule7	–	Turbine Supply Documents
Schedule 8	–	Material Liabilitiesand Assets
Schedule9	–	Top-Up Amount Schedule
Schedule10	–	Post Closing Deliverables

FOURTH AMENDED AND RESTATED

SECUREDPROMISSORY NOTE

$231,482,543 July 17, 2009

For value received, FIRST WIND ACQUISITION, LLC, a Delaware limited liability company (“First Wind” or the “Borrower”), hereby unconditionally promises to pay to the order of HSH NORDBANK AG, NEW YORK BRANCH, (the “Lender”, and together with any other lenders added from time to time, the “Lenders”), the aggregate principal amount of TWO HUNDRED THIRTY-ONE MILLION, FOUR HUNDRED EIGHTY-TWO THOUSAND FIVE HUNDRED FORTY-THREE U.S. DOLLARS ($231,482,543) (or such other amount as shall actually be advanced hereunder), together with all accrued and unpaid interest at the Interest Rate (as defined below), on or prior to the applicable Maturity Date (as defined below) pursuant to the provisions of this Fourth Amended and Restated Secured Promissory Note (this “Note”).

The Borrower promises to pay interest on the outstanding principal amount of each Loan advanced under this Note for the period from and including the date of such advance to but excluding the date such advance shall be repaid in full, at the applicable interest rate, as set forth in Section 2.2(b), below. Any principal not repaid when due shall bear interest from and including the date due to but excluding the date on which such amount is repaid in full at a rate per annum equal to the Default Rate.

Accrued interest on the Loans shall be payable in accordance with Section 2.2(b) and on the applicable Maturity Date; provided, however, that in the event of any prepayment of any Loan, accrued interest on the principal amount shall be payable in accordance with Section 2.5.

All payments under this Note shall be made in lawful money of the United States, in immediately available funds and without set-off, deduction or counterclaim. Any extension of time for the repayment of the principal outstanding under this Note resulting from the due date falling on a non-Business Day shall be included in the computation of interest.

The Borrower hereby waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note except for such notice as provided herein.

This Note amends and restates in its entirety the Third Amended and Restated Secured Promissory Note dated December 12, 2008, by the Borrower, in favor of the Lender as amended by that certain Amendment No. 1 to Third Amended and Restated Secured Promissory Note, dated as of January 22, 2009, as further amended by that certain Amendment No. 2 to Third Amended and Restated Secured Promissory Note, dated as of February 26, 2009, as further amended by that certain Amendment No. 3 to Third Amended and Restated Secured Promissory Note, dated as of March 30, 2009, and as further amended by that certain Amendment No. 4 to Third Amended and Restated Secured Promissory Note, dated as of April 22, 2009 (as so amended, the “Third Amended and Restated Note”).

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1.             Definitions and Interpretation.

(a)           Definitions. The terms listed below shall be defined as follows:

“Administrative Agent” shall mean HSH Nordbank AG, acting through its New York branch, in its capacity as administrative agent for the Lenders under this Note.

“Advance Rate” shall have the meaning assigned to such term in Schedule 1 hereto.

“Affiliate” shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or membership or partnership or other ownership interests, by contract or otherwise); provided, that, in any event, any Person which owns directly or indirectly 30% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 30% or more of the membership or partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

“Agents” shall mean the Administrative Agent and the Collateral Agent.

“AIMCO Intercreditor Agreement” shall mean that certain intercreditor agreement dated as of the date hereof by and between HSHN and Alberta Investment Management Corporation.

“AIMCO Holdco” shall mean CSSW Holdings, LLC, a Delaware limited liability company.

“AIMCO Issuer” shall mean CSSW, LLC, a Delaware limited liability company.

“Anti-Money Laundering Laws” means any laws or regulations relating to money laundering or terrorist financing, including, without limitation, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA PATRIOT Act); Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; the Financial Record keeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103; and any similar laws or regulations currently in force or hereafter enacted.

“Applicable Margin” shall mean 4.75%.

“Appraisal Procedure” shall have the meaning assigned to such term in Schedule 2.

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“Appraised Value” shall mean, with respect to any Turbine, the result of the most-recently conducted Appraisal Procedure, as set forth in Schedule 2.

“Assignment and Agreement” shall mean that certain Assignment and Agreement, dated as of March 6, 2006 between Exergy Development Group, LLC, First Wind Holdings and GE.

“Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate for such day plus 0.75% per annum. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Base Rate Loans” shall mean loans that accrue interest at interest rates based upon the Base Rate.

“Basic Documents” shall mean this Note, the Subordination Agreement, the Security Agreements, the AIMCO Intercreditor Agreement, the Fee Letter, the Guarantees and any other document or instrument now existing or hereafter entered into that relates to any extensions of credit at any time made available by the Lenders to the Borrower.

“Borrowing Date” shall mean, in respect of any Loan, the date such Loan is made.

“Borrowing Notice” shall mean a borrowing notice to be delivered by the Borrower to the Administrative Agent, substantially in the form of Exhibit A attached hereto.

“Budget Termination Event” shall mean the occurrence of all of the following: (a)(i) the Release Event or (ii) pursuant to a request by the Borrower, the Administrative Agent has provided written confirmation that the aggregate outstanding amount of Loans under this Note and the FWA IV Note is equal to or less than $50,000,000; and (b) no Default or Event of Default shall have occurred and be continuing as of such date.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks are authorized or required to close in New York, New York.

“Change of Control” shall mean an event or any series of events by which (a) First Wind Holdings ceases to have the power, directly or indirectly, to vote or direct the voting of membership interests carrying the voting rights to elect the majority of the board of directors of the Borrower or (b) First Wind Holdings ceases to own legally and beneficially at least 50% of the membership or economic interests of the Borrower.

“COD” shall mean, with respect to any Project, the commercial operation date of such Project, which shall be deemed to occur when at least 90% of the Turbines to be installed at such Project have been installed (with installation and start-up of the remaining Turbines being diligently pursued), energized, connected to the grid and otherwise ready to generate electricity for commercial sale.

3

“Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Collateral” shall mean all assets which are subject or required to become subject to the security interests or liens granted by the Borrower, the Intermediate Holding Companies, Corresponding Project Companies, and such other entities as set forth in Schedule 4, as applicable, under any of the Security Agreements, including, without limitation (a) all right, title and interest of the Borrower and the Project Companies under the Material Project Documents, as set forth on Schedule 5, then in effect with respect to the Projects, (b) the Pledged Equity Interests, and (c) all permits then in effect with respect to the Projects.

“Collateral Agent” shall mean HSH Nordbank AG, acting through its New York branch, in its capacity as collateral agent for the secured parties under the Security Agreements.

“Commitment” shall mean the Term Loan Commitment and the North Shore Loan Commitment.

“Commodity Hedge/Power Sales Agreement” shall mean any agreement (including each confirmation entered into pursuant to a master agreement or similar agreement) providing for any swap, cap, collar, put, call, floor, future, option, spot, forward or credit sleeve, and any power and/or capacity purchase or sale agreement, power transmission agreement, ancillary services and capacity sales and purchase agreements, renewable energy credit or other environmental attributes sale or purchase agreements, netting agreement or similar agreement entered into in respect of any commodity, or any energy management agreement, in all cases whether settled physically or financially.

“Contract Price” shall mean the price for any Turbine or set of Turbines, as applicable, as set forth under the Defined Contract Price in the Turbine Supply Documents (as such Turbine Supply Documents were in effect on December 31, 2008) for such Turbine or Turbines; provided that upon repayment in full of the Corresponding Term Loans for any Turbine(s), the Contract Price for such Turbine(s) shall equal zero.

“Contributed Equity” shall mean, on any Top-Up Date, for each Turbine, an amount, as shown on the Top-Up Schedule then in effect, equal to the principal prepayments and repayments made since the Effective Date.

“Corresponding Project Company” shall mean, with respect to any Turbine financed with Term Loans under this Note, any Project Company owning a Project at which such Turbine is intended to be or has been installed, as set out on the Top-Up Amount Schedule (as updated from time to time by the Administrative Agent pursuant to the terms and provisions of this Note); provided that a Project Company shall no longer be a Corresponding Project Company as provided under Section 5(cc) or Section 5(x) upon the indefeasible repayment in full of all Corresponding Term Loans (including the principal of and all interest and fees on such Corresponding Term Loan) for all Turbines installed or intended to be installed at such Project and the release of such Corresponding Project Company, such Project and such Turbines from the lien of the Security Agreements in accordance with their terms; provided, further, that North Shore shall be a Corresponding Project Company for purposes of this Note until the indefeasible

4

repayment in full of the North Shore Loan (including the principal of and all interest and fees on the North Shore Loan).

“Corresponding Term Loans” shall mean, with respect to any Turbine, the Term Loans the proceeds of which were used to finance in whole or in part the purchase of such Turbine by the Borrower or the reimbursement of amounts paid to the turbine supplier under the Turbine Supply Documents for such Turbine and related services as described in the Turbine Supply Documents.

“Default” shall mean any event that with the passage or time or giving notice would result in an Event of Default.

“Default Rate” shall mean, in respect of any amount not paid when due, the rate per annum equal to the sum of the applicable interest rate set forth in Section 2.2(b)(i) plus two percent (2.0%) per annum; provided that the Default Rate shall not exceed the maximum rate of interest permitted to be charged in accordance with applicable law.

“Defined Contract Price” shall mean the price assigned to the term “Total Contract Price” in the TPO No. 10 and the term “Contract Price” in the Turbine Supply Documents set forth on Schedule 7, as applicable.

“Documentation” shall have the meaning assigned to such term in Section 3.1(1).

“Dollars” and “$” shall mean lawful money of the United States of America.

“Effective Date” shall have the meaning assigned to such term in Section 3.1.

“Eligible Qualified Projects” shall mean the Projects identified on Schedule 4, as subject to change pursuant to Section 5(cc).

“Event of Default” shall have the meaning assigned to such term in Section 6 of this Note.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with members of the United States Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the fee letter dated as of the date hereof between the Borrower and the Lender (as amended, modified or supplemented from time to time).

“FEIN” shall have the meaning assigned to such term in Section 3.1(1).

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“First Wind Holdings” shall mean First Wind Holdings, LLC (formerly known as UPC Wind Partners, LLC), a Delaware limited liability company.

“First Wind Holdings Loan Agreement” shall mean the Letter of Credit and Reimbursement Agreement, dated as of the date hereof, by and between First Wind Holdings, as borrower, and HSHN as lender, arranger, issuing bank, collateral agent and administrative agent (as amended, modified or supplemented from time to time).

“FWA IV” shall mean First Wind Acquisition IV, LLC, a Delaware limited liability company.

“FWA IV Note” shall mean that certain Second Amended and Restated Secured Promissory Note, dated as of the date hereof, between FWA IV, as borrower, and HSHN, as lender, administrative agent and collateral agent (as amended, modified and supplemented and in effect from time to time).

“GAAP” shall mean generally accepted accounting principles in the United States, consistently applied.

“GE” shall mean General Electric Company, a New York corporation.

“GE Consent” shall mean that certain Consent and Agreement, dated as of June 30, 2006, among GE, the Borrower and the Collateral Agent, as amended by that certain Amendment to Consent and Agreement, dated as of September 20, 2007.

“Governmental Approvals” shall mean (a) any authorizations, consents, approvals, licenses, rulings, permits, tariffs, rates, certifications, filings, variances, orders, judgments, decrees by or with a relevant governmental authority and (b) any required notice to, any declaration of, or with, or any registration by, or with, any relevant governmental authority.

“Governmental Authority” shall mean any national, state, municipal, territorial, or local government, any political subdivision thereof or any other governmental department, commission, board, judicial, public, regulatory or statutory instrumentality, authority, body, agency, bureau or entity, (including any zoning authority, FERC and the New York State Public Service Commission), any of which has the authority to bind a party at law or having jurisdiction over the Borrower, the Project Companies.

“Guarantees” shall mean each guaranty agreement described in Schedule 3.

“Holdback Amount” shall mean, with respect to a Turbine or Turbine Supply Document (as applicable), the product of (a) Value therefor and (b) the Holdback Percentage.

“Holdback Percentage” shall mean 2.686537%.

“HSHN” shall mean HSH Nordbank AG, New York Branch.

“Indebtedness” of any Person shall mean (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt

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securities or the sale of property of such Person to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property of such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price for any property of such Person; (c) any indebtedness of others secured by a lien or other encumbrance on any property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) all obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person (whether contingent or otherwise); (e) obligations of such Person in respect of surety bonds or similar instruments (whether contingent or otherwise); (f) obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) any property of such Person to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under generally accepted accounting principles applied on a consistent basis (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board); and (g) indebtedness of others as described in clauses (a) through (f) above in any manner guaranteed by such Person or as to which such Person has an obligation substantially the economic equivalent of a guarantee.

“Independent Appraiser” shall mean DAI Management Consultants, Inc., or any other independent and nationally recognized appraiser selected by the Administrative Agent and, unless an Event of Default has occurred and is continuing, approved by the Borrower.

“Independent Engineer” shall mean Garrad Hassan America, Inc., or any other independent and nationally recognized engineer selected by the Majority Lenders and, unless an Event of Default has occurred and is continuing, approved by the Borrower.

“Insurance Consultant” shall mean Moore McNeil, LLC or its successor selected by the Majority Lenders and, unless an Event of Default has occurred and is continuing, approved by the Borrower.

“Interest Payment Date” shall mean the last day of each Interest Period for any Loan.

“Interest Period” shall mean each period commencing on the Borrowing Date and ending on the numerically corresponding day in the succeeding first, second or third calendar month, as the Borrower may select, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i) no Interest Period for any Loan may commence before and end after any date on which the Borrower is obligated to make any payment of principal if, in order to make that payment, the Borrower would be required to pay all or any part of such Loan prior to the last day of that Interest Period and (ii) each Interest Period that would otherwise end on a day that is not a Business Day shall end on the next succeeding Business Day, unless such next succeeding Business Day falls in the next succeeding calendar month, in which case such Interest Period shall end on the next preceding Business Day.

“Interest Rate Protection Agreement” shall mean any interest rate protection agreement entered into between the Borrower and HSHN.

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“Intermediate Holding Companies” shall mean the subsidiaries of First Wind Holdings that directly or indirectly own interests in any Corresponding Project Company.

“LIBO Rate” shall mean, for each LIBO Rate Interest Period, a rate of interest per annum, calculated on the basis of a 360 day year, equal to the simple average (rounded upward, if necessary, to the nearest whole multiple of 1/100 of one percent) of the rates shown on USD- LIBOR setting as published on Reuters / Telerate page 3750(or any substitute thereof) with respect to the banks in the London interbank market named in the display as at 11:00 a.m. (London, England time) on the second Business Day prior to the first day of the relevant LIBO Rate Interest Period, for a deposit period comparable to the LIBO Rate Interest Period, or if available from the Lenders, the rate per annum equal to the rate quoted by the Lenders for Dollar deposits at or about 10:00 a.m., New York City time, on the Business Day to begin such LIBO Rate Interest Period in the London interbank eurodollar market for delivery on such day for the number of days comprised therein and in an amount comparable to the amount of its LIBO Rate Loan to be outstanding during such LIBO Rate Interest Period.

“LIBO Rate Interest Period” shall mean any of the one, two or three month periods selected by the Borrower from time to time with respect to the LIBO Rate Loans by delivery of a written notice to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, at least three (3) Business Days prior to the commencement of such LIBO Rate Interest Period; provided, however, if the Borrower does not notify the Administrative Agent of the next LIBO Rate Interest Period for any LIBO Rate Loan by the date set forth herein, such LIBO Rate Loan shall automatically continue as a LIBO Rate Loan with the same LIBO Rate Interest Period expiring for such prior LIBO Rate Loan, but no later than the Maturity Date; and, provided, further that (i) each LIBO Rate Interest Period ending on a day other than a Business Day shall end on the next succeeding Business Day unless such next succeeding Business Day occurs in the next following calendar month, in which case such LIBO Rate Interest Period shall end on the next preceding Business Day, and (ii) any LIBO Rate Interest Period that would extend beyond the Maturity Date for such Loan shall end on the relevant Maturity Date.

“LIBO Rate Loans” shall mean Loans that accrue interest at interest rates based upon the LIBO Rate.

“Loan” shall mean the loans made to the Borrower by the Lenders evidenced by this Note, collectively or individually, as appropriate.

“Majority Lenders” shall mean any combination of Lenders party to this Note whose collective Proportionate Share is greater than fifty percent (50%).

“Material Adverse Effect” shall mean any event, condition or occurrence of whatever nature that would result in a material adverse change in (a) the business, results of operations, condition or financial condition of the Borrower or of the Corresponding Project Companies taken as a whole, (b) the ability of the Borrower or any Corresponding Project Company to perform its respective obligations under the Basic Documents or Material Project

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Documents (other than with respect to the Stetson II Project) to which such entity is a party, or (c) the validity, priority and enforceability of the Lenders’ liens on the Collateral.

“Material Project Documents” shall mean each of the following project documents executed and delivered with respect to a Project: (a) any Commodity Hedge Agreement, (b) an interconnection agreement, (c) all necessary real estate documents for the Project, (d) the Turbine Supply Agreements (including the Turbine Supply Agreements assigned and transferred to any Eligible Qualified Project), (e) a warranty agreement for the related Project, (f) a service agreement for the related Project, (g) an operations and maintenance agreement, and (h) any other project documents, in the case of clauses (e), (f), (g) and (h) necessary for the development, construction, ownership and operation of the Project, including any power purchase agreements, balance of plant contracts or equity capital contributions agreements.

“Maturity Date” shall mean the Term Loan Maturity Date or North Shore Loan Maturity Date, as applicable to each Loan type.

“Maximum Debt Capacity” shall mean, on any Top-Up Date, for each Turbine or Turbine Supply Document (as applicable), an amount, as shown in the Top-Up Schedule, determined in accordance with the following formula:

(Value less Holdback Amount) multiplied by Advance Rate

“Members” shall mean (a) D. E. Shaw MWP Acquisition Holdings, L.L.C., (b) Madison Dearborn Capital Partners IV, L.P., and (c) UPC Wind Partners II, LLC, each in its capacity as a member of First Wind Holdings on the date hereof, including, in all cases, their respective successors and permitted assigns.

“Net Cash Proceeds” shall mean (a) with respect to any Subject Disposition, the aggregate cash proceeds actually received by First Wind Holdings and its subsidiaries pursuant to such Subject Disposition net of (i) the costs relating to such Subject Disposition (including, without limitation, sales commissions, and legal, accounting, investment banking and other professional fees, commissions and expenses), (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Subject Disposition, (iii) taxes paid or reasonably estimated by First Wind Holdings and its subsidiaries to be payable as a result thereof, (iv) amounts required to be applied to the repayment of any Indebtedness secured by a Permitted Lien on the asset subject to such Subject Disposition (including the repayment of corresponding term loans including accrued interest and fees thereon), (v) all money actually applied (or committed to be applied) to repair, replace or reconstruct damaged property or property affected by a casualty event or condemnation, all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, and any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments and (vi) any portion of any such proceeds which First Wind Holdings and its subsidiaries determines in good faith should be reserved for post-closing adjustments and indemnities; and (b) with respect to any debt or equity financing, the aggregate cash proceeds actually received by First Wind Holdings and its subsidiaries pursuant to such debt or equity financing, net of (i) the costs relating to such financing (including sales and underwriter’s

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commission), (ii) the repayment of corresponding term loans including accrued interest and fees thereon, and (iii) with respect to any financing by a Project Company or its immediate parent company, an amount for (A) a working capital reserve equal to the aggregate budgeted operating expenditures for such Project Company for the next succeeding three (3) months and (B) any reserves required by the terms of contractual limitations under joint ventures with non-Affiliates, tax equity documents or other financing arrangements in respect of such Project Company.

“Net Top-Up Amount” shall mean the net amount, positive or negative, of the aggregate Top-Up Amounts for all Turbines under this Note and the FWA IV Note (as shown on the Top-Up Schedule then in effect) as of any Top-Up Date.

“Non-Revenue EOP Document” shall mean any contract, agreement, or document relating to the ownership, development, construction, testing, operation, maintenance, repair, insurance, management, administration or use of any of the Eligible Qualified Projects, provided that the following shall not constitute “Non-Revenue EQP Documents” hereunder: (a) the Turbine Supply Documents, (b) any Commodity Hedge/Power Sales Agreement, and (c) any agreement in respect of Indebtedness, including without limitation the First Wind Holdings Loan Agreement and any agreement with respect to the Term Loans.

“North Shore” shall mean Kahuku Wind Power, LLC (formerly known as North Shore Wind Power, LLC).

“North Shore Intercompany Note” shall mean the Intercompany Note dated as of July 6, 2007, by North Shore Wind Power, LLC in favor of the Borrower in the principal amount of $7,200,000.

“North Shore Loan” shall mean a Loan made under Section 2.3(b).

“North Shore Loan Commitment” shall mean the commitment of the Lenders to make the North Shore Loan to the Borrower under, and on the terms of, this Note up to the aggregate amount of Seven Million Two Hundred Thousand Dollars ($7,200,000),

“North Shore Loan Maturity Date” shall be the earlier to occur of: (a) any date on which the owner of the North Shore Parcel sells, transfers, hypothecates, pledges or otherwise disposes of the North Shore Parcel (other than a sale, transfer, hypothecation, pledge or disposition pursuant to a Permitted Lien), or (b) December 31, 2009; provided, that such date may be extended up to a maximum of ninety (90) days if the Administrative Agent is provided with a copy of a binding commitment (subject to typical conditions contained in binding commitment letters) (on or before December 31, 2009) in respect of a sale or financing of the North Shore Parcel and the owner of the North Shore Parcel is using diligent efforts to close such transaction.

“North Shore Parcel” shall mean the approximately 506.853 acres of property located in Koolanloa District, Kahuku Subdivision, City and County of Honolulu, Island of Oahu, State of Hawaii, identified by Tax Map Key No. (1) 5-6-005-007.

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“North Shore Purchase Price” shall mean the purchase price of the North Shore Parcel.

“Notice of Extension” shall mean the written notice of extension substantially in the form of Exhibit B attached hereto.

“Oakfield Project” shall have the meaning assigned to such term in Schedule 4.

“Obligors” shall mean the Borrower, First Wind Holdings, the Intermediate Holding Companies and each Corresponding Project Company.

“OFAC” means the United States Department of Treasury Office of Foreign Assets Control.

“OFAC Laws” means any laws, regulations, and Executive Orders relating to the economic sanctions programs administered by OFAC, including without limitation, the International Emergency Economic Powers Act, 50 U.S.C. sections 1701 et seq.; the Trading with the Enemy Act, 50 App. U.S.C. sections 1 et seq.; and the Office of Foreign Assets Control, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq. (implementing the economic sanctions programs administered by OFAC).

“OFAC SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC.

“OFAC Violation” has the meaning assigned to such term in Section 5(ee)(v) of this Note.

“Original Effective Date” shall mean July 3, 2007.

“Parent Guaranty” shall mean that certain Second Amended and Restated Guaranty dated as of the date hereof, by First Wind Holdings in favor of the Lender (as amended, modified or supplemented from time to time).

“Permitted Indebtedness” shall mean (a) the Loan and other Indebtedness under the Basic Documents; (b) the Indebtedness incurred under any of the Turbine Supply Documents; (c) trade payables or other similar Indebtedness incurred in the ordinary course of business; (d) Indebtedness incurred under the Interest Rate Protection Agreements; (e) intercompany loans to the Borrower by First Wind Holdings, provided in each case that such loans are unsecured and are subordinated in all respects to the Loan hereunder pursuant to an intercreditor agreement that is similar in form and in substance to the Intercreditor Agreement; (f) Indebtedness of the Borrower secured by second liens on Turbines that is at all times subordinated to the Obligations on terms satisfactory to the Administrative Agent in its sole discretion; provided, that subject to the Administrative Agent’s approval, the Borrower may pay current interest thereon on such terms acceptable to the Administrative Agent; (g) the financing of any Eligible Qualified Project hereunder for which the Corresponding Term Loans have been repaid in full and all excess proceeds of such financing, if any, are distributed to First Wind Holdings, deposited in accounts subject to the lien of the Security Agreements, as defined in the

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Parent Guaranty, and applied in accordance with Section 3(d) thereunder; and (h) other Indebtedness permitted under the Parent Guaranty.

“Permitted Liens” shall mean (a) any liens created pursuant to the Basic Documents or the Material Project Documents; (b) liens imposed by law for taxes that are not yet due or that are being contested in good faith by the Borrower and for which adequate reserves have been set aside therefor or that are secured by a bond reasonably acceptable to the Administrative Agent; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than ninety (90) days and which in the aggregate would not exceed $100,000 or that are being contested in good faith by the Borrower and for which adequate reserves have been set aside therefor or are secured by a bond reasonably acceptable to the Administrative Agent; (d) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (e) cash deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (f) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (g) easements, rights-of-way, restrictions, defects or other exceptions to title or other similar encumbrances incurred in the ordinary course of business which are not incurred to secure Indebtedness or are pre-existing at the time the Borrower or Corresponding Project Company obtains the real property rights associated therewith, and which do not in any case detract from the value of the property subject thereto or interfere with the ordinary conduct of business such that it would have a Material Adverse Effect on the Borrower’s or Corresponding Project Company’s ability to comply with its respective obligations under the Basic Documents or Material Project Document, as applicable, to which it is a party; (h) any liens, easements, zoning restrictions, rights-of-way or similar encumbrances on real property comprising the route for the transmission line for any project utilizing the Turbines, and which do not in any case (i) detract from the value of the property subject thereto or (ii) interfere with the ordinary conduct of the Borrower’s business, in either case (i) or (ii), such that it would have a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party; (i) any other liens, easements, zoning restrictions, rights-of-way or similar encumbrances on real property imposed by law or arising in the ordinary course of business but that would not have a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party; (j) liens arising out of judgments or awards that do not otherwise constitute an Event of Default so long as an appeal or proceeding to review is being prosecuted in good faith and for the payment of which adequate reserves have been set aside or are secured by a bond reasonably acceptable to the Administrative Agent; (k) liens junior to the liens created under the Security Agreements that are granted to HSHN, in its capacity as Collateral Agent; and (1) liens on the Turbines in connection with Indebtedness described in clause (f) of the definition of “Permitted Indebtedness” that are at all times subordinated to the liens created under the Security Agreements on terms reasonably satisfactory to the Administrative Agent.

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“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

“Pledged Equity Interests” shall mean all of the issued and outstanding membership interests of First Wind Holdings in the Borrower, and the issued and outstanding membership interests subject to the pledge agreements set forth on Schedule 3.

“Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as Lender’s prime rate with respect to extensions of credit made by it in the United States, each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Project” shall mean each project listed on Part II of Schedule 4.

“Project Company” shall mean, collectively or individually, depending on the context, the single-purpose companies listed on Schedule 4, formed and owned, directly or indirectly, by the Borrower for the development, financing, construction, acquisition, ownership, operation and/or maintenance of a Project.

“Project Review” shall have the meaning assigned to such term in Section 5(aa) of this Note.

“Proportionate Share” shall mean, with respect to any Lender, the percentage of the outstanding Loans payable to such Lender plus the unused Commitments of such Lender to the aggregate of the outstanding Loans plus the unused Commitments.

“Prudent Utility Practices” shall mean those practices, methods, equipment, specifications and standards of safety and performance, of which there may be more than one, and as the same may change from time to time, as are generally used by privately owned wind generated electric power generation facilities, which in the exercise of reasonable judgment and in light of the facts known at the time the decision was made, are considered good, safe and prudent practices utilized in connection with the design, construction, operation, maintenance, repair and use of wind generation electrical and other equipment, facilities and improvements of such wind generated electric power generation facilities, and are in accordance with applicable law and generally accepted national standards of professional care, skill, diligence and competence applicable to such practices, with commensurate standards of safety, performance, dependability and efficiency.

“PTC” shall mean a renewable electricity production tax credit provided for within the meaning of Section 45 of the Code or any successor to such section

“PTC Expiration Date” shall have the meaning assigned to such term in Section 5(aa).

“Qualified Project” shall have the meaning assigned to such term in Section 5(aa).

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“Quarterly Date” shall mean the last Business Day of each calendar quarter.

“Reduced Advance Rate” shall have the meaning assigned to such term in Schedule 1.

“Release Event” means the occurrence of all of the following: (i) the closing of a Subject Disposition or one or more equity or debt (junior to the Lenders, as applicable to the borrowing entity, in all respects) financings resulting in Net Cash Proceeds of $75,000,000 or more in the aggregate for all such transactions; provided, that all Net Cash Proceeds of such Subject Disposition, project financing, or equity or junior debt financing are (x) received by First Wind Holdings, and (y) deposited into accounts of First Wind Holdings, subject to the liens granted by the security agreements in respect of the First Wind Holdings Loan Agreement; and (ii) the Administrative Agent shall have received a repayment in respect of outstanding Corresponding Term Loans in an amount equal to $41,000,000 (which amount shall be reduced on a pro rata basis in accordance with any repayment(s) of Corresponding Term Loans (relative to the amount of the Term Loan Commitment as of the Effective Date) that are received by the Administrative Agent subsequent to the Effective Date hereof), upon which repayment the portion of the Term Loan Commitment shall be terminated pursuant to Section 2.1(c)(ii).

“Rollins Project” shall have the meaning assigned to such term in Schedule 4.

“Second Amended and Restated Note” shall mean that certain Second Amended and Restated Secured Promissory Note dated July 3, 2007, by the Borrower, in favor of the Lender as amended by that certain Amendment No. 1 to Second Amended and Restated Secured Promissory Note, dated as of August 22, 2007, as further amended by that certain Amendment No. 2 to Second Amended and Restated Secured Promissory Note, dated as of September 20, 2007, as further amended by that certain Amendment No. 3 to Second Amended and Restated Secured Promissory Note, dated as of September 26, 2007, as further amended by that certain Amendment No. 4 to Second Amended and Restated Secured Promissory Note, dated as of April 30, 2008, as further amended by that certain Amendment No. 5 and Waiver to the Second Amended and Restated Secured Promissory Note, dated as of May 14, 2008, further amended by that certain Amendment No. 6 to Second Amended and Restated Secured Promissory Note, dated as of June 11, 2008, as further amended by that certain Amendment No. 7 to Second Amended and Restated Secured Promissory Note, dated as of June 25, 2008 and as further amended by that certain Amendment No. 8 to Second Amended and Restated Secured Promissory Note, dated as of July 8, 2008 (the Second Amended and Restated Secured Promissory Note,

“Security Agreements” shall mean the security agreements identified in Schedule 3 hereto.

“Stetson I Project” shall mean the wind generating facility with a nameplate capacity of 57 megawatts located in Washington and Penobscot Counties, Maine owned by Evergreen Wind Power V, LLC.

“Stetson II Project” shall have the meaning assigned to such term in Schedule 4.

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“Subject Disposition” shall mean the sale, assignment, lease or other transfer or disposition of all or substantially all of the assets of a Project for value except that none of the following shall constitute a Subject Disposition: (a) any sale, assignment, lease or other transfer or disposition of assets to First Wind Holdings or its subsidiaries, and (b) any sale or other transfer or disposition by way of casualty, loss, damage, destruction or other similar loss or any taking by a Governmental Authority for public or quasi-public use under the power of eminent domain, by reason of public improvement or condemnation or in any other manner that displaces the owner of such assets.

“Subordination Agreement” shall mean that certain Subordination Agreement, dated as of June 30, 2006, between the Lender and First Wind Holdings.

“Term Loan” shall mean a Loan made under Section 2.l(a).

“Term Loan Availability Period” shall mean the period from December 12, 2008 to but excluding the earlier of (a) the Term Loan Maturity Date and (b) the date of termination of the Term Loan Commitment.

“Term Loan Commitment” shall mean the commitment of the Lenders to make Term Loans to the Borrower under, and on the terms of, this Note up to the aggregate amount of Two Hundred Twenty-Four Million Two Hundred Eighty-Two Thousand Five Hundred Forty-Three Dollars ($224,282,543).

“Term Loan Commitment Fee” shall mean an amount equal to fifty percent (50%) of the Applicable Margin per annum on the average daily unutilized portion of the Term Loan Commitment.

“Term Loan Maturity Date” shall mean June 30, 2010.

“Third Amended and Restated Note” shall have the meaning assigned to such term in the preamble to this Note.

“Title Company” shall mean Title Guaranty of Hawaii, Inc.

“Title Policy” shall mean an ALTA mortgagee title insurance policy in a form reasonably acceptable to the Administrative Agent or an irrevocable, unconditional commitment to issue such policy (or, if the property is in a state which does not permit the issuance of such ALTA policy, such form as shall be permitted in such state and reasonably acceptable to the Administrative Agent) issued by the Title Company with respect to the property and insuring the lien of the mortgage.

“TMDCE” shall mean the total Maximum Debt Capacity for all Turbine Supply Documents as of the Effective Date.

“TMDCT” shall mean, with respect to a Top-Up Date, the total Maximum Debt Capacity for all Turbine Supply Documents as of such Top-Up Date.

“Top-Up Amount” shall mean an amount equal to:

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TMDCE less TMDCT less the Contributed Equity.

“Top-Up Cap” shall mean, on each Quarterly Date, $20,000,000 (it being understood that the Top-Up Cap shall be applied for all applicable calculations in respect of this Note and the FWA IV Note in the aggregate).

“Top-Up Date” shall mean each Quarterly Date after the Effective Date.

“Top-Up Schedule” shall mean a schedule indicating for each Turbine financed under this Note and the FWA IV Note, listed by Turbine Supply Document, (i) the relevant Turbine Supply Document for each Turbine, (ii) the corresponding Eligible Qualified Project to which such Turbine is dedicated, (iii) whether such Eligible Qualified Project is a Qualified Project, (iv) the Contract Price for such Turbine, (v) the most recent Appraised Value of such Turbine, (vi) the then current Advance Rate or Reduced Advance Rate, as applicable, (vii) the Maximum Debt Capacity, (viii) the Contributed Equity, and (ix) the Top-Up Amount, The Top-Up Amount for each Turbine shall be aggregated and netted together to calculate the Net Top-Up Amount and determine whether the Top-Up Cap applies on any given Top-Up Date.

“TPO No. 10” shall mean the Turbine Purchase Order No. 10, as described in further detail on Schedule 7.

“Transfer” shall mean any transfer, sale, lease, assignment, option, grant or similar arrangement, whether effected directly or indirectly, by which ownership, title or control of any Turbine, or of any rights or interests in or under any Turbine Supply Document, is transferred, conveyed or assigned by the Borrower or any Project Company, as applicable, including any agreement for any future or conditional transfer, conveyance or assignment, to any other Person (including any Affiliate of the Borrower or such Project Company).

“Turbines” shall mean the wind turbine generators and related equipment purchased or to be purchased under the Turbine Supply Documents and financed with Term Loans under this Note.

“Turbine Supply Documents” shall mean the documents as set out in Schedule 7.

“Type” shall mean LIBO Rate Loans or Base Rate Loans, as applicable, each of which constitutes a Type of Loans.

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001), as amended.

“Value” shall mean, with respect to a Turbine or Turbine Supply Document, the lower of the Appraised Value and the Contract Price therefor.

“Withholding Certificate (Effectively Connected)” shall have the meaning assigned to such term in Section 2.9 of this Note.

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“Withholding Certificate (Portfolio Interest)” shall have the meaning assigned to such term in Section 2.9 of this Note.

“Withholding Certificate (Treaty)” shall have the meaning assigned to such term in Section 2.9 of this Note.

(b)           Certain Rules of Interpretation.

In this Note, unless otherwise indicated, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to statutes or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed in each instance by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Note; references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, extensions and other modifications to such agreements or instruments (without, however, limiting any prohibition on any such amendments, extensions and other modifications by the terms of this Note); and references to Persons include their respective successors and permitted assigns and, in the case of any government authorities, Persons succeeding to their respective functions and capacities.

2.             The Loans

2.1           Commitment

(a)           Term Loan. The Lenders agree to make one or more Term Loans to the Borrower at any time during the Term Loan Availability Period in accordance with the terms of this Note, subject to the satisfaction or waiver of the conditions precedent set forth in Section 3, up to an aggregate principal amount equal to the Term Loan Commitment. Subject to the foregoing:

(i)            for any borrowing made, the amount of such borrowing shall equal the product of (A) the Turbine Supply Document installment to be paid with such Term Loan and (B) the percentage equal to the Advance Rate for such Turbine;

(ii)           RESERVED; and

(iii)          immediately after any borrowing, the principal amount of the Corresponding Term Loans for a Project shall not exceed the portion of the Commitment that corresponds to such Project as set forth on the attached Schedule 11; provided that upon any permitted reallocation of the Turbines hereunder, the portion of the Commitment that corresponds to such reallocated Turbines shall automatically and concurrently transfer to the Project to which the Turbines have been reallocated.

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(b)           Reborrowings. Except as set forth in this Section 2.l(b), amounts repaid under this Note may not be reborrowed. Subject to Section 2.l(a) (but excluding clauses (i) and (ii) thereof) and the satisfaction or waiver of the conditions precedent set forth in Section 3, the Borrower shall be entitled to reborrow, on any Top-Up Date, Term Loans in the amount equal to the Net Top-Up Amount if such amount is negative; provided that any amounts repaid under Section 2.5(a) may not be reborrowed. Notwithstanding the provisions of Section 5(a), the proceeds of such reborrowed loans may be distributed by the Borrower to First Wind Holdings on that Borrowing Date for further application in accordance with Section 7(d) of the First Wind Holdings Loan Agreement, as applicable.

(c)           Change in Commitment

(i)            The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Commitment at any time upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof) of each such termination or reduction, which notice shall specify the effective date of such termination or reduction and the amount of any such reduction, and shall be irrevocable and effective only upon receipt by the Administrative Agent; provided, that, in order to change the Commitment under this Section 2.1(c), the Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that it holds sufficient liquidity to perform all of its remaining obligations under each Basic Document and each Turbine Supply Document to which it is a party, or that the Members have provided an equity funding commitment, reasonably satisfactory to the Administrative Agent, to cover any such liquidity shortfall. The portion of the Commitment, once terminated or reduced under this Section 2.l(c)(i), may not be reinstated.

(ii)           Except for the Borrower’s rights under Section 2.l(b), concurrently with the repayment in full of the Corresponding Term Loans (including all accrued interest and fees) for any Project hereunder, the portion of the Term Loan Commitment that corresponds to such Project as set forth on the attached Schedule 11 shall automatically be cancelled. Concurrent with the occurrence of the Release Event, the portion of any Term Loan Commitment that is repaid at such time shall automatically be terminated. The portion of the Term Loan Commitment, once terminated or reduced under this Section 2.l(c)(ii), may not be reinstated.

2.2          Fees; Interest; Yield Protection. The Borrower shall pay to the Administrative Agent for the account of the Arranger the bank fees as required pursuant to the Fee Letter. The Administrative Agent shall provide Borrower with a notice setting out the amount of any fees and interest to be paid (together, in the case of interest, with a calculation of the derivation of such amount promptly after the relevant LIBO Rate is determined) prior to the relevant Interest Payment Date on which such payment is to be made.

(a)           Term Loan Commitment Fees. The Term Loan Commitment Fee shall be (i) paid in arrears by the Borrower to the Administrative Agent for the account of each Lender pro rata, on each Quarterly Date during the Term Loan Availability Period and on the Maturity Date, as applicable, and (ii) calculated on the basis of a year of 360 days for the actual number of days elapsed.

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(b)Interest Provisions.

(i)The Borrower shall pay to the Administrative Agent for the account of the Lenders interest on the unpaid balance of all Loans until the Maturity Date, at the following rate per annum (x) the LIBO Rate (as in effect from time to time) plus the Applicable Margin, or (y) the Base Rate plus the Applicable Margin. Interest with respect to LIBO Rate Loans shall be payable on the basis of a year of 360 days for the actual number of days elapsed and interest with respect to Base Rate Loans shall be payable on the basis of a year of 365 days for the actual number of days elapsed. Following the receipt of notice from the Administrative Agent of the occurrence of an Event of Default and as long as such Event of Default is continuing, the interest payable by the Borrower on all Loans then outstanding will be equal to the Default Rate.

(ii)All interest accrued pursuant to Section 2.2(b)(i) shall be due and payable to the Administrative Agent for the account of the Lenders as follows: (A) with respect to the LIBO Rate Loans: (i) at the end of each LIBO Rate Interest Period and (ii) on the Maturity Date, and (B) with respect to the Base Rate Loans: (i) on each Quarterly Date and (ii) on the Maturity Date.

(iii)The Borrower shall have the right, upon delivery of a three (3) Business Days’ prior written notice thereof to the Lender, to convert Loans of one Type into Loans of another Type or to continue Loans of the same Type, subject to Section 2.2(c), provided, however, that, upon the occurrence and during the continuance of an Event of Default, the Lender may suspend the Borrower’s right to borrow any LIBO Rate Loans, to convert any Base Rate Loan into a LIBO Rate Loan and/or to continue any LIBO Rate Loans, and all LIBO Rate Loans then outstanding shall be automatically converted (on the last day of each respective LIBO Rate Interest Period) into Base Rate Loans.

(c)Yield Protection.

(i)If, on or before the first day of any LIBO Rate Interest Period for any LIBO Rate Loan, any Lender determines that (A) the LIBO Rate for such LIBO Rate Interest Period cannot be adequately and reasonably determined due to the unavailability of funds in, or other circumstances affecting, the London interbank market, (B) the LIBO Rate for such Loans does not adequately and fairly reflect the cost of making or maintaining the Loans to such Lender, or (C) deposits in Dollars in the London interbank market are not available to such Lender in the ordinary course of business in sufficient amounts to make such LIBO Rate Loans, then, upon the delivery of a written notice describing such conditions to the Borrower, the Borrower shall convert such Loans held by such Lender to Base Rate Loans on the last day of the then current LIBO Rate Interest Period.

(ii)If, after the date of this Note, the adoption or change in any applicable law or a change in the application or requirements thereof (whether such change occurs in accordance with the terms of such applicable law or as a result of an amendment) makes it illegal or unlawful for any Lender to make or maintain any LIBO

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Rate Loan, then, upon the delivery of a written notice describing such conditions to the Borrower, (A) the Borrower’s right to request, and such Lender’s obligation to make, any LIBO Rate Loans shall be suspended for as long as such condition remains in effect, and (B) in the event such Lender notifies the Borrower that such Lender may not lawfully continue to fund and maintain such LIBO Rate Loans, the Borrower shall, at the request of such Lender, at the end of the then current LIBO Rate Interest Period, convert such Loans into Base Rate Loans.

(iii)If, after the date of this Note, any change in laws applicable to any Lender (A) subjects such Lender to any tax, duty or other charges with respect to Loans or changes the basis of taxation with respect to repayment of the Loans (other than taxes, duties or other charges or changes in the basis of taxation on the overall net income of such Lender), (B) imposes any additional reserve, special deposit or other similar requirements for reserves held by the Lender with respect to the Loans (without duplication of any requirement under Section 2.2(c)(iii)(C)), (C) affects the amount of capital required to be maintained by such Lender with respect to the Loans or Commitments, or (D) otherwise increases the cost to such Lender of making, renewing and maintaining any Loan or any Commitment, then the Borrower shall, from time to time, upon demand of such Lender (accompanied by a certificate from such Lender setting forth in reasonable detail the incurred costs), absent manifest error, pay to such Lender additional amounts sufficient to reimburse or compensate such Lender for such additional costs.

2.3Maturity Date.

(a)Term Loan. The aggregate outstanding principal amount of the Term Loan hereunder shall be due and payable on the Term Loan Maturity Date and shall accrue interest as set forth in this Note.

(b)North Shore Loan. The North Shore Loan has been fully disbursed under the Second Amended and Restated Note and, as of the date of this Note, the outstanding principal amount is seven million two hundred thousand Dollars ($7,200,000). The outstanding amount of the North Shore Loan (including principal, and interest, fees and expenses in respect of the North Shore Loan) is due and payable on the North Shore Loan Maturity Date.

2.4 Borrowing Notice. To request a Loan, the Borrower shall submit a completed Borrowing Notice and all documents required as conditions precedent pursuant to Section 3 hereof by 12:00 noon New York time at least two (2) Business Days prior to the requested date of borrowing of such Loan, unless a shorter period is otherwise agreed to by the Administrative Agent.

2.5Prepayments.

(a)Optional. The Borrower shall have the right to make optional prepayments of the outstanding principal of the Loan at any time and in any amount to the Administrative Agent for the account of each Lender, subject to the following:

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(i)the amount of any prepayment made to satisfy the conditions of the Release Event shall be applied on a pro rata basis to the outstanding Corresponding Term Loans as of the date of such prepayment; and

(ii)the North Shore Loan may only be prepaid in full and not in part.

The Borrower shall give the Administrative Agent notice of any such optional prepayment by 12:00 noon New York time on the Business Day prior to the date of such proposed prepayment (which date shall be a Business Day); provided, that if such date specified in such notice as the prepayment date is not the Interest Payment Date for any such LIBO Rate Loans to be prepaid, the Borrower shall be obligated to pay any and all breakage fees or costs incurred by the Administrative Agent in connection with any such optional prepayment upon receiving a demand from the Administrative Agent (accompanied by a certificate from the Administrative Agent setting forth in reasonable detail such breakage fees and costs), which shall be conclusive absent manifest error. Unless otherwise provided in this Section 2.5(a), prepayments made pursuant to this Section 2.5(a) shall be applied first to accrued and unpaid interest of the North Shore Loan, second to the outstanding principal of the North Shore Loan, third to the accrued and unpaid interest of the Term Loans and fourth to the principal of the Term Loans. The principal amounts prepaid under this Section 2.5 may not be reborrowed.

(b)Mandatory Prepayments.

(i)[Reserved.]

(ii)Quarterly Top-Up. Within five (5) Business Days after each Top-Up Date occurring on or after December 15, 2009, the Borrower shall prepay Loans in an amount equal to the portion of the Net Top-Up Amount (if such amount is positive) as of such Top-Up Date. The Top-Up Schedule shall be delivered to the Administrative Agent five (5) Business Days prior to the Top-Up Date. The amount of any prepayment pursuant to this Section 2.5(b)(ii) shall be allocated to the respective Corresponding Term Loans for the relevant Turbines unless the total amount of such prepayments being made such date is less than the Net Top-Up Amount, in which case the amount of such prepayment shall be applied to the outstanding Corresponding Term Loans in such manner as the Administrative Agent, in its sole discretion, may determine. The Administrative Agent shall give the Borrower prompt notice of how each prepayment under this Section 2.5(b)(ii) was applied to the outstanding Corresponding Term Loans in respect of each Turbine.

(iii)Turbine Transfers. In the event that any Turbine is Transferred or erected at any Project, the Corresponding Term Loans applicable to such Turbine shall become immediately due and payable, together with all interest and fees thereon.

(iv)[Intentionally Omitted]

(v)Application of Payments. Prepayments made pursuant to this Section 2.5(b) shall be applied first, to accrued and unpaid interest with respect to the applicable Term Loan, and second, to the outstanding principal amount of the applicable Term Loan otherwise payable on the applicable Maturity Date. For the avoidance of

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doubt, proceeds of any financing in connection with Turbines supplied under the Turbine Supply Documents shall be used to prepay the Term Loans under this Section 2.5(b).

2.6Scheduling of Payments. The Borrower authorizes the Administrative Agent to record the date and amount of the Loans made by each Lender and of each repayment or prepayment of principal thereunder, and the Borrower agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of manifest error. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of the Borrower’s obligations to repay the full unpaid principal amount of the Loan.

2.7Extension of Interest Periods. Upon the expiration of an Interest Period on any Loan, the Borrower may extend such Interest Period by giving the Administrative Agent a Notice of Extension at least three (3) Business Days’ prior to such extension, which shall include an option to elect a different Interest Period duration. If the Borrower fails to give timely notice of an election to continue such Loan, such Loan shall be continued automatically for an Interest Period of one month’s duration at the end of the applicable Interest Period with respect thereto. Notwithstanding any other provision of this Note, the Borrower shall not be entitled to request, or elect to continue, any Loan if the Interest Period requested would end after the applicable Maturity Date.

2.8[Intentionally Omitted]

2.9Withholding Certificates. The Administrative Agent, on the Original Effective Date, and each Lender, upon becoming a Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Note), agrees that it will deliver, as soon as commercially practicable, to the Borrower and the Administrative Agent (and the Administrative Agent agrees that it will deliver to the Borrower) (i) in the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account; (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of the Code), a copy of a United States Internal Revenue Service Form W 9; or (iii) in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit C-l, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that the Administrative Agent or Lender is entitled to receive payments under this Note without deduction or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to the Borrower and to the Administrative Agent further copies of said letter and Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining

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knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Note and the other Basic Documents without deduction or withholding of any United States federal income or withholding taxes, unless in any such cases an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income or withholding tax. In the event that any Lender fails or is unable to satisfy the provisions of this Section 2.9, the Borrower, the Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the manner provided in Section 10 hereof.

3.Conditions Precedent.

3.1Effective Date. This Note shall be effective and shall supersede the Third Amended and Restated Note on and from the date, not later than July 17, 2009, on which each of the following conditions precedent are satisfied by the Borrower (or waived by the Administrative Agent and the Majority Lenders), and in the case of any documents, schedules or certificates described below, are delivered in form and substance reasonably satisfactory to the Agents and the Majority Lenders (the “Effective Date”):

(a)receipt by the Administrative Agent of this Note, which shall be duly authorized, executed and delivered by the Borrower;

(b)receipt by the Administrative Agent of certificates signed by authorized officers of each Obligor, attaching the certificates of formation, other organizational documents, good standing certificates and incumbency certificates, each as in effect on the Effective Date, or certifying whether and how the certificates of formation, organizational documents and incumbency certificates have changed since those delivered on December 12, 2008 and resolutions regarding the authorization, execution and delivery of each Basic Document to which such Person is a party;

(c)receipt by the Administrative Agent of all Collateral listed on Schedule 3;

(d)except to the extent previously delivered, receipt by the Administrative Agent of (i) the Basic Documents and (ii) executed copies of each Turbine Supply Document, certified by the Borrower as true, correct and complete in all material respects and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders;

(e)receipt by the Administrative Agent of opinions of counsel to the Borrower, AIMCO Issuer, AIMCO Holdco and each Person that shall become an Obligor as of the Effective Date in such form and addressing such matters as the Administrative Agent may reasonably request;

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(f)each representation and warranty set forth in Section 4 shall be true and correct in all material respects as of the Effective Date (or if such representation and warranty relates solely to an earlier date, as of such date);

(g)creation and perfection of all security interests in, pledges of and liens with respect to the Collateral required to be delivered as of the Effective Date, which shall have attached and shall constitute valid and enforceable first-priority liens on the Collateral (subject to Permitted Liens);

(h)receipt by the Administrative Agent of evidence reasonably satisfactory to it that all financing statements and other instruments or documents necessary to be filed in accordance with the Security Agreements have been filed or will be filed in connection with the funding of the Loans;

(i)the Administrative Agent shall have received UCC search reports of a recent date before the Effective Date with respect to each Person that shall become an Obligor as of the Effective Date, satisfactory to it, for each of the jurisdictions in which the UCC financing statements are intended to be filed in respect of the Collateral. The Administrative Agent shall have received litigation and docket search reports of a recent date before the Effective Date with respect to each Person that shall become an Obligor as of the Effective Date, satisfactory to the Administrative Agent and the Lenders, for each of the jurisdiction in which such Obligor has a main place of business;

(j)receipt by the Administrative Agent of the most recently available unaudited financial statements (to include a balance sheet and an income and expense statement) of the Borrower dated as of March 31, 2009, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and certified by an authorized officer of the Borrower that such financial statements fairly present, in all material respects, the financial position of the Borrower as at the date thereof;

(k)the fees described in Section 2.2 that are due and payable on the Effective Date shall have been paid to HSHN on or prior to the Effective Date, in full, in immediately available funds;

(l)in order for HSHN to comply with the requirements under Title III of the USA Patriot Act, each Person that shall become an Obligor as of the Effective Date shall provide to the Administrative Agent certain information or supporting documentation (collectively, “Documentation”) requested by the Administrative Agent as of the Effective Date. HSHN shall, as required by the USA Patriot Act, verify and record any Documentation provided by such Obligor to validate such Obligor’s identity. Documentation that may be requested from such Obligor may include, but is not limited to, a Federal Employer Identification Number (“FEIN”), a certificate of good standing to validate such Obligor’s corporate existence, a certificate of incumbency to authenticate the management of such Obligor, and other government issued certified documents to validate such Obligor’s authorization to conduct business;

(m)no Default or Event of Default shall have occurred and be continuing;

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(n)the Agents and the Lenders shall have been reimbursed for the reasonable out-of-pocket costs, expenses and charges due and payable pursuant to Section 7(a) to the extent previously invoiced; and

(o)the Borrower has repaid all Corresponding Term Loans in respect of the Stetson I Project under the Third Amended and Restated Note.

3.2Loans. The obligation of the Lenders to make any disbursements under this Note is subject to the satisfaction by the Borrower, or waiver by the Administrative Agent and the Majority Lenders, of each of the following conditions precedent on or before each Borrowing Date, in the case of any documents, schedules or certificates described below, in form and substance reasonably satisfactory to the Agents and the Majority Lenders:

(a)receipt by the Administrative Agent of a Borrowing Notice for each such advance duly executed and delivered by the Borrower;

(b)Immediately after giving effect to the intended use of such Term Loan the conditions of Section 2.l(a) have been satisfied;

(c)that, immediately after giving effect to, and to the intended use of, such advance: (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties made by the Borrower in this Note and the other Basic Documents in effect as of the date of such advance are true and complete in all material respects on and as of the date of such advance with the same force and effect as if made on and as of that date (unless expressly stated to have been made as of an earlier date);

(d)each Basic Document and each Turbine Supply Document delivered pursuant to this Section 3.2(d) to which the Borrower or any Corresponding Project Company is a party shall be in full force and effect and shall constitute a legally valid and binding obligation of the Borrower and each Corresponding Project Company, enforceable against such Persons in accordance with its respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and the application of general principles of equity;

(e)no Material Adverse Effect shall have occurred and be continuing since the date of this Note;

(f)the Agents and the Lenders shall have been reimbursed for the reasonable out-of-pocket costs, expenses and charges due and payable pursuant to Section 7(a); and

(g)insurance complying with the requirements of Schedule 6 shall be in full force and effect and the Administrative Agent shall have received certified copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer), in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

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4.Representations.

The Borrower represents and warrants to the Administrative Agent and each Lender as of the date hereof that:

(a)It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to carry on its business as now conducted.  It has all requisite limited liability company power and authority to (i) execute and deliver each Basic Document and each Turbine Supply Document to which it is a party, (ii) grant to the Collateral Agent on behalf of the Lenders a first-priority  security interest in the Collateral (subject to the Permitted Liens), and (iii) perform all of its obligations under each Basic Document and each Turbine Supply Document to which it is a party.

(b)The execution and delivery by it of each Basic Document and of each Turbine Supply Document to which it is a party and the performance by it of all of its obligations hereunder and thereunder: (i) will not violate or be in conflict with any term or provision of (A) any applicable law (including, without limitation, any applicable usury or similar laws), or (B) any judgment, order, writ, injunction, decree or consent of any court or other judicial authority applicable to it or its property; (ii) will not violate, be in conflict or inconsistent with, result in a breach of, or constitute a default (with or without the giving of notice or the passage of time or both) under, any term or provision of any document, agreement or instrument to which it is a party, such that there would be a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party; and (iii) except as specifically contemplated by the Basic Documents or the Turbine Supply Documents, will not result in the creation or imposition of any lien upon any of the assets and properties of the Borrower or any other Obligor.

(c)Each of the Basic Documents and the Turbine Supply Documents to which the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its respective terms and provisions, except as such enforceability may be affected by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally and the application of general principles of equity.  Each such Basic Document and the Turbine Supply Document has been duly authorized, executed and delivered by the Borrower.

(d)No consent, approval or authorization of, or registration, declaration or filing with, any governmental authority or any other Person is required for the due and valid execution, delivery and performance by the Borrower of the Basic Documents and the Turbine Supply Documents to which it is a party, other than those consents, approvals or authorizations of, or registrations, declarations or filings with, such governmental authorities or such other Persons that have been made or obtained on or prior to the Original Effective Date or that is not required on or prior to the Original Effective Date.

(e)There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Corresponding Project Company that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.  The

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Borrower is not in default with respect to any judgment, order, writ, injunction, decree or consent of any court or other judicial authority applicable to it or its property that would result in a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party.

(f)It has filed, or has caused to be filed on behalf of itself, all federal, state and local tax returns that it is required to file, and has paid, or has caused to be paid, all taxes that it is required to pay to the extent due or, to the extent not so paid, has established adequate reserves for the payment thereof as required by GAAP.

(g)The financial statements delivered by the Borrower pursuant to Section 3.l(j) fairly present, in all material respects, its respective financial position, as of the date thereof.

(h)Neither the Borrower nor any Corresponding Project Company has conducted any business other than (i) the business contemplated by the Basic Documents and the Turbine Supply Documents, (ii) the entrance into and performance of its obligations under this Note and the Interest Rate Protection Agreements and (iii) the performance of the activities contemplated by Section 5(a). Neither the Borrower nor any Corresponding Project Company has any Indebtedness other than Permitted Indebtedness. All material liabilities and assets of the Borrower are set forth on Schedule 8 and it is not a party to nor bound by any material contract other than the Basic Documents and the Turbine Supply Documents.

(i)It has good title to all of its real property and good title to all of its personal property and assets except to the extent there would be no Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party, and none of its assets or properties is subject to any liens or other encumbrances, other than Permitted Liens.

(j)All of the Turbine Supply Documents in effect as of the Effective Date are set forth on Schedule 7.

(k)It is in compliance with all applicable laws, except to the extent that any non-compliance would not result in a Material Adverse Effect. To the Borrower’s knowledge, there are no facts or circumstances that could reasonably be expected to constitute a material violation of any applicable environmental law, or give rise to any material claim, thereunder with respect to the Borrower or the Turbines that could reasonably be expected to have a Material Adverse Effect.

(l)Neither the Borrower nor any Corresponding Project Company is in violation of any environmental law with respect to the relevant proposed project site for which the Turbines may be delivered or has any liability under applicable environmental law with respect to such relevant project site that in each case could reasonably be expected to have a Material Adverse Effect. There are no claims or investigations pending, or to the Borrower’s knowledge, threatened by any Governmental Authority of or against the Borrower and/or any Corresponding Project Company under any applicable environmental law that could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, none of the

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Borrower and/or any Corresponding Project Company or any subcontractor of any such Person has used, released, discharged, generated, manufactured, stored or disposed of any hazardous substances in, on or under the relevant proposed project site for which the Turbines may be delivered that that could reasonably be expected to have a Material Adverse Effect.

(m)          Neither the Borrower nor any Corresponding Project Company is subject to regulation under the Employee Retirement Income Security Act of 1974, as amended.

(n)           The Borrower is not an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended.

(o)           To its knowledge, it has provided to the Administrative Agent no written information in respect of this Note or any other Basic Document, which contains a material misstatement of fact or that omits to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each case when such information is taken as a whole; provided, that with respect to projected financial information (the “Projections”), the Borrower represents only that such information was prepared in good faith based upon reasonable assumptions at the time the Projections were prepared and delivered to the Administrative Agent and the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections.

(p)           Neither the Borrower nor First Wind Holdings: (i) has admitted in writing its inability to pay its debts as its debts become due; (ii) has made an assignment for the benefit of creditors, or petitioned or applied to any tribunal for the appointment of a custodian, receiver or trustee for its or a substantial part of its assets; (iii) has commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation; (iv) has had any such petition filed, or any such proceeding commenced against it, in which an adjudication is made or order for relief is entered or which remains undismissed for a period of sixty (60) days; (v) has had a receiver, custodian or trustee appointed for all or a substantial part of its property; or (vi) has taken any action effectuating, approving or consenting to any of the events described in clauses (i) through (v).

(q)           The Borrower is a direct, wholly-owned subsidiary of First Wind Holdings.  The Borrower has no Subsidiaries.

(r)            All policies of insurance held currently by the Borrower are set forth in Schedule 6 and are in full force and effect; all premiums due thereon have been paid and, except with respect to policies that have been replaced with other policies in compliance with this Note, no notice from any insurer or its representative as to any cancellation or reduction or other change in coverage has been received by the Borrower or any Corresponding Project Company.

(s)           No Default or Event of Default has occurred and is continuing.

(t)            Subject to Schedule 10, each lien created and perfected under the Collateral Documents in favor of the Collateral Agent, on behalf of the Lenders, is and has been

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perfected as of each date this representation is made or deemed made and shall constitute a valid and enforceable first-priority lien on the Collateral that is subject to such lien (subject to Permitted Liens). All filings and recordings, re-filings or re-recordings necessary to perfect and maintain the perfection and priority of the interest, title or liens of the Collateral Agent (acting on behalf of the Lenders), subject to Permitted Liens, have been made as required by the Basic Documents.

(u)          The representations and warranties of the Borrower and each Corresponding Project Company contained in the Basic Documents and the Turbine Supply Documents to which each such Person is a party other than this Note are, as of the time made or deemed made thereunder, true and correct in all material respects.

(v)           No event, condition or occurrence of whatever nature has occurred that would constitute a Material Adverse Effect since the Effective Date.

(w)          Neither Borrower, nor, to the Borrower’s knowledge, any persons or entities holding any legal or beneficial interest whatsoever in Borrower (whether directly or indirectly) (i) appear on the OFAC SDN List; (ii) are included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List; or (iii) have conducted business with or engaged in any transaction with any person or entity named on any of the OFAC SDN List or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List.

(x)           On the Original Effective Date, with respect to the North Shore Loans, the aggregate principal amount of all North Shore Loans did not exceed 90% of the North Shore Purchase Price.

5.            Covenants.  The Borrower hereby covenants and agrees that until the repayment in full of the Corresponding Term Loans and any other amounts owing hereunder other than indemnities, the Borrower shall, unless the Administrative Agent (at the direction of the Majority Lenders) waives such compliance in writing, perform all of the covenants set forth in this Section 5:

(a)          Use of Proceeds; Expenditures.  Subject to Section 2.l(b), the Borrower shall not use the proceeds of the Term Loans for any purpose other than the purchase of the Turbines by the Borrower and/or reimbursement of amounts paid to the turbine supplier under the Turbine Supply Documents for the purchase of the Turbines and related services described in the Turbine Supply Documents.

(b)          Additional Information.  The Borrower shall promptly provide such information regarding any Project utilizing the Turbines, and the financial affairs of the Borrower or First Wind Holdings as shall be reasonably requested by the Administrative Agent; provided that if any such requested information is not in the possession of the Borrower, the

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Borrower shall only be obligated to use commercially reasonable efforts to obtain such requested information from third parties.

(c)           Books and Records.  The Borrower shall keep and maintain the books of account and the financial records for itself and each Corresponding Project Company at its address identified on the signature pages to this Note in accordance with GAAP.  The Administrative Agent shall have the right, upon reasonable advance notice to the Borrower and at reasonable times during the Borrower’s usual business hours, to audit, examine and make copies of the books of account and other records of the Borrower and each Corresponding Project Company as applicable, and to discuss the financial condition and business of the Borrower or such other Person with its respective authorized representatives.  The Administrative Agent may exercise such rights through any employee of the Administrative Agent or through any independent public accountant, legal counsel, the Independent Engineer or any other consultant acting on behalf of the Administrative Agent; provided, that such Persons shall agree and comply with the confidentiality obligations set forth in Section 12(j).

(d)           Indebtedness.  The Borrower shall not incur (or permit any Corresponding Project Company to incur) any Indebtedness except for Permitted Indebtedness.

(e)           Liens.  Borrower shall not incur, create, assume or suffer to exist or permit the Corresponding Project Companies to create, assume or suffer to exist any liens or other encumbrances (except for Permitted Liens) upon (i) the Turbines or any Turbine Supply Document or (ii) any of its other properties or assets that, in the case of the foregoing clause (ii), could reasonably be expected to have a Material Adverse Effect.

(f)            Existence; Purpose.  Except as otherwise expressly permitted under this Note or the other Basic Documents, the Borrower shall (i) maintain and preserve its existence as a Delaware limited liability company and shall cause each Corresponding Project Company to maintain and preserve its existence as a limited liability company in the jurisdiction of its organization; and (ii) engage only in the business of the purchasing, transporting, financing and/or ownership of Turbines to be utilized in the development, construction and operation of wind energy generation projects (and business reasonably incidental thereto), and cause each Corresponding Project Company to engage only in the business of the development, construction, financing and/or ownership of the relevant Project.

(g)           Contractual Obligations.  So long as a Turbine Supply Document is included in the Collateral, the Borrower shall (i) perform, and shall cause the relevant Corresponding Project Company to perform, all of its respective material contractual obligations under such Turbine Supply Documents and (ii) maintain and preserve (and cause such Corresponding Project Company to maintain and preserve) all of such Person’s material rights under such Turbine Supply Document.  The Borrower shall cause each Corresponding Project Company to pay and perform all of its respective material contractual obligations, in each case, unless the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(h)           Turbine Supply Document.  The Borrower shall not (and shall cause each Corresponding Project Company not to), without the prior written consent of the Administrative Agent, (i) enter into any new Turbine Supply Document, (ii) cancel or terminate,

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or accept or consent to a cancellation or termination of, any Turbine Supply Document to which it is a party, or (iii) amend, supplement or modify in any material respect, or enter into any material amendment, supplement or modification to, any Turbine Supply Document to which it is a party.  The Borrower shall provide the Administrative Agent promptly after execution thereof by the Borrower or any Corresponding Project Company, as applicable, with copies of each Turbine Supply Document and any amendment or other modification or waiver of compliance with any Turbine Supply Document.

(i)            Maintenance of Property.

(i)            The Borrower shall (and shall cause each Corresponding Project Company to) maintain or cause to be maintained all property, including the Turbines, in good working order and condition in accordance with Prudent Utility Practices, ordinary wear and tear excepted (if the Turbines are transported and stored with due care and are not installed, erected or placed in use and if such wear and tear would not reasonably be expected to have a Material Adverse Effect on the value of the Turbines after taking into account proceeds of insurance received or expected to be received). The Borrower shall, upon delivery of the Turbines to the Borrower, maintain care, custody and control thereof in a reasonably safe and secure location, using commercially reasonable efforts to protect such Turbines from damage, harm, waste, rust, theft, vandalism or other loss.

(ii)           Within ten (10) Business Days after the last day of each calendar month, the Borrower shall provide, or cause to be provided, to the Administrative Agent a report in respect of each Turbine in storage at such time, including the precise location of the Turbine and payment details in respect of the storage location, the destination Project of the Turbine, the procedures implemented to safeguard the Turbine from damage, harm, waste, rust, theft, vandalism or other loss, performance and status of maintenance performed since the last report provided, and the status, if any, of any violation in respect of such Turbine under the applicable Turbine Supply Document and warranty coverage.

(j)            Compliance with Laws.  The Borrower shall and shall cause each Corresponding Project Company to comply with (i) laws, including all environmental laws, applicable to the Borrower and each Corresponding Project Company and (ii) all permits applicable to the Borrower, all laws, including all environmental laws, applicable to the Borrower and each Corresponding Project Company, unless, in any case, (i) or (ii), the failure to do so would not reasonably be expected to have a Material Adverse Effect.  Each Corresponding Project Company shall obtain and maintain each permit reasonably necessary for the activities occurring at the related Project, unless the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(k)           Liquidation; Dissolution.  The Borrower shall not liquidate or dissolve (or permit any Corresponding Project Company to liquidate or dissolve) or combine, merge or consolidate (or permit any Corresponding Project Company to combine, merge or consolidate) with or into any other entity.

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(l)            Transfer of Membership Interests.  The Borrower shall not cause, make, suffer to exist, permit or consent to any creation, sale, assignment or transfer of (i) any direct ownership interests of First Wind Holdings in the Borrower; or (ii) any direct or indirect ownership interests of the Borrower or First Wind Holdings in any Corresponding Project Company, except, in each case, with the Majority Lenders’ prior written consent; provided, however, that solely with respect to the assignment or transfer set forth in sub-clause (ii) above, no consent of the Majority Lenders shall be required for transfers of interests in a Corresponding Project Company if all Corresponding Term Loans (including all principal, interests and fees) in respect of Turbines installed or to be installed at the Project owned by such Corresponding Project Company have been repaid in full.

(m)          Organizational Changes.  The Borrower shall not, nor shall it permit any Corresponding Project Company to, (i) change its limited liability company structure or its jurisdiction of organization without the Majority Lenders’ prior written consent, such consent not to be unreasonably withheld or delayed, nor (ii) change its fiscal year without the Majority Lenders’ prior written consent, such consent not to be unreasonably withheld or delayed

(n)          Notice Requirements.  The Borrower shall promptly, upon acquiring knowledge or notice or giving notice, as the case may be, give written notice (and deliver the documents or reports, as applicable, that are the subject of such notices) to the Administrative Agent of:

(i)           any litigation, investigation or proceeding pending or, to the knowledge of Borrower, threatened against the Borrower or any Corresponding Project Company if such litigation, investigation or proceeding would reasonably be expected to have a Material Adverse Effect;

(ii)          any notice of a material violation of any law by the Borrower or any Corresponding Project Company for which Loans have been made;

(iii)         any Default or Event of Default;

(iv)         any casualty, damage or loss, whether or not insured, to the Turbines through fire, theft, other hazard or casualty, if such casualty, damage or loss would reasonably be expected to have a Material Adverse Effect;

(v)          any notice of default or claim of force majeure under any Turbine Supply Documents, if such default or claim could reasonably be expected to have a Material Adverse Effect;

(vi)         any other event, condition or occurrence that would reasonably be likely to result in a Material Adverse Effect;

(vii)        any material adverse change, or any event or circumstance that would reasonably be likely to change the status of any Project as a Qualified Project, together with an update to the most recent Project Review relating to such Project; and

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(viii)        any change in the name of the Borrower or any Corresponding Project Company.

(o)           Investments; Sale of Assets. Other than as permitted under Section 5(x), the Borrower shall not, without the prior written consent of the Administrative Agent, (i) make an investment in any of its Affiliates, except any investment in First Wind Holdings in connection with any investment in Kahuku Wind Power, LLC in connection with the North Shore Intercompany Note, (ii) transfer, sell, lease or assign any of its property to any of its Affiliates, or (iii) enter into any contract or agreement under which it incurs liabilities to any of its Affiliates, except (A) the North Shore Intercompany Note and (B) administrative services agreements or other similar types of agreements entered into in the ordinary course of business and upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a party not an Affiliate of the Borrower. Additionally, Borrower must give Administrative Agent notice of any transactions with any Affiliate of the Borrower or First Wind Holdings and copies of all relevant documents in connection therewith.

(p)           Insurance. Until all its obligations under this Note and the other Basic Documents have been fully discharged, the Borrower shall obtain and maintain in full force and effect insurance coverages as set forth in Schedule 6 and approved by the Insurance Consultant. The Borrower shall comply with, and shall timely pay all premiums for, all insurance requirements set forth on Schedule 6 and upon the renewal thereof, shall provide the Administrative Agent with copies of all insurance certificates and insurance policies verifying such coverage.

(q)           Beneficiary. The Borrower shall promptly inform the Administrative Agent (by written notice with sufficient copies for the Lenders) (i) if it, or a wholly owned subsidiary of First Wind Holdings, is not or ceases to be the beneficiary of the Loans made or to be made hereunder and (ii) of any new beneficiary (other than First Wind Holdings or its wholly owned subsidiary) of the Loans made or to be made hereunder, which notice shall include such new beneficiary’s name and address.

(r)            Annual Financial Statements. The Borrower shall provide to the Administrative Agent as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, First Wind Holdings and their respective subsidiaries, the audited balance sheet and related consolidated statements of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, as of the end of and for such year, setting forth in each case in comparative form of the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing (in respect of all time periods subsequent to the year ending December 31, 2009, without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, in accordance with GAAP consistently applied.

(s)           Quarterly Financial Statements. The Borrower shall provide to the Administrative Agent as soon as available and in any event within 45 days after the end of each

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of the first three quarterly fiscal periods of each fiscal year of the Borrower, unaudited consolidated statements of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheet at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year accompanied by a certificate of an authorized officer of the Borrower and First Wind Holdings, respectively, which certificate shall state that such financial condition and results of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, were prepared in accordance with GAAP, consistently applied, as at the end of and for such period (subject to normal year-end audit adjustments).

(t)            North Shore Parcel Mortgage. Within thirty (30) days after a request from the Administrative Agent (acting at the direction of the Majority Lenders) the Borrower shall cause Kahuku Wind Power, LLC to (a) grant a mortgage on the North Shore Parcel, in form and substance reasonably acceptable to the Administrative Agent, (b) deliver to the Administrative Agent a Title Policy issued by the Title Company and dated as of the date on which the mortgage is delivered pursuant to Section 5(t)(a) above. The Title Policy shall (i) provide coverage in an amount equal to 100% of the North Shore Loan, (ii) insure the Administrative Agent that the mortgage creates a valid, first priority lien on the North Shore Parcel, free and clear of all exceptions from coverage other than Permitted Liens and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements), (iii) contain the endorsements and affirmative coverages as the Administrative Agent may reasonably request to the extent available in Hawaii, and (iv) name the Administrative Agent as the insured. Administrative Agent shall have also received evidence that (A) all premiums in respect of such title policy have been paid and (B) all appropriate releases or discharges of encumbrances necessary for the delivery of the Title Policy have been delivered for recording and (c) deliver to the Administrative Agent an updated survey for the North Shore Parcel. The survey shall reflect the same legal description contained in the Title Policy provided pursuant to Section 5(t)(b) above and shall include, among other things, a metes and bounds description or such other description as is required by the Title Company, of the real property compromising part of the North Shore Parcel. The Surveyors seal shall be affixed to the survey.

(u)          Taxes. The Borrower shall pay, and shall cause each Corresponding Project Company to pay, all taxes that such Person is required to pay to the extent due; provided, however, that the Borrower and each Corresponding Project Company, as applicable, shall not be obligated to pay such taxes to the extent any of them is contesting the validity or amount of any such tax by appropriate proceedings as long as such Person has established adequate reserves for the payment thereof as and to the extent required by GAAP.

(v)          [Intentionally Omitted]

(w)          Warranties. The Borrower shall cause each Corresponding Project Company to obtain and maintain extended warranties under the Turbine Supply Documents for all Turbines with a duration of not less than 24 months from the expected COD for such Turbines, so long as such warranty coverage is available on commercially reasonable terms, or, if not available on commercially reasonable terms, warranties for such lesser period as are

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obtainable on commercially reasonable terms. Any Turbine for which the warranty coverage falls below 24 months from the expected COD for such Turbine shall be reappraised in accordance with the Appraisal Procedures (a copy of which appraisal shall be promptly provided to the Borrower by the Administrative Agent), taking into account the diminished value resulting from such lessened warranty coverage, and the Corresponding Term Loan for such Turbine shall be subject to mandatory prepayment on the subsequent Top-Up Date based on such reappraisal pursuant to Section 2.5(b)(i), if applicable.

(x)           Turbines. The Borrower shall not Transfer any Turbines or any of its rights or interests in or under any Turbine Supply Documents to any Person, other than: (i) to the Collateral Agent pursuant to the Security Agreements, (ii) subject to this Section 5(x), to an Eligible Qualified Project Company or a Qualified Project Company, and then only upon a prepayment of the Corresponding Term Loans as contemplated by Section 2.5(b)(ii), or (iii) to a third party, but only upon the prepayment in full of the Corresponding Term Loans as contemplated by Section 2.5(b)(ii); provided, in any event, that such allowed Transfer of Turbines with respect to any Project or Turbine Supply Document must include all of the Turbines associated with such Project or Turbine Supply Document, as applicable, and prepayment of all Corresponding Term Loans for such Turbines. The Borrower shall not, and shall not allow any Corresponding Project Company to, erect, install, assemble, remove from storage or project sites, transport (provided that transportation of the Turbine from the manufacturer to a project site is expressly permitted) or take any other actions or fail to take any action that would reasonably be likely to reduce the value or marketability of any such Turbines financed under the Loan (including storage of Turbines in any material manner or for any period that would reasonably be likely to result in a material loss or diminishment of such Turbine’s warranty) at any project site (including a project site of any Affiliate of the Borrower) or that could materially impair the lien of the Security Agreements.

(y)           Interest Rate Protection Agreements. The Borrower shall perform each of its obligations under Interest Rate Protection Agreements to which it is a party, except, in the case solely of obligations other than for payment of money, if such failure perform such non-payment obligations under such Interest Rate Protection Agreements would not reasonably be expected to cause a Material Adverse Effect.

(z)           Non-Revenue EQP Documents. The Borrower shall not (and shall cause each Corresponding Project Company not to), without the prior written consent of the Administrative Agent, (i) enter into any new Non-Revenue EQP Document that causes the Borrower or such Corresponding Project Company, as applicable, to have $15,000,000 or more of increased exposure over the life of such new contract, or (ii) amend, supplement or modify in any material respect, or enter into any material amendment, supplement or modification to, any Non-Revenue EQP Document to which it is a party, that causes the Borrower or such Corresponding Project Company, as applicable, to have $3,000,000 or more of increased exposure over the life of such amendment, supplement or modification, as applicable. The Borrower shall provide the Administrative Agent promptly after execution thereof by the Borrower or any Corresponding Project Company, as applicable, with copies of each Non-Revenue EQP Document and any amendment or other modification or waiver of compliance with any Non-Revenue EQP Document.

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(aa)         Qualified Project Determination. The Borrower shall deliver to the Administrative Agent a periodic desktop fatal flaw review (each, a “Project Review”) for all Eligible Qualified Projects from time to time as and when the Borrower desires to designate an Eligible Qualified Project as a Qualified Project (as defined below); provided, that the Oakfield Project and Rollins Project or the Stetson II Project and Rollins Project (and no others) may be submitted together for consideration as a single Qualified Project; provided, further, that upon any such combined submission, the Rollins Project may not subsequently be re-submitted with the Oakfield Project (if it was submitted previously with the Stetson II Project) or the Stetson II Project (if it was submitted previously with the Oakfield Project); provided, further, that if submitted together, the subsequent financing of either the Oakfield Project or the Rollins Project separately resulting in the repayment in full of its respective Corresponding Term Loans and the release of the Corresponding Project Company hereunder, the remaining Project must be re-submitted by the Borrower to the Administrative Agent for consideration as a Qualified Project. Until receipt of such Project Reviews with respect to any Eligible Qualified Project and determination by the Administrative Agent that a Project is a Qualified Project, on each Top-Up Date, the Reduced Advance Rate shall be applied for Turbines allocated to such Eligible Qualified Project

(i)           a written review by the Independent Engineer including, but not limited to, a confirmation of the potential viability, from a wind and technology point of view, of the wind electrical generating project proposed by the Borrower to be a Qualified Project (it being agreed that if a third-party desktop wind analysis has not been completed, or if such analysis has been prepared in respect of a different turbine layout, then the Independent Engineer may utilize the Borrower’s internal wind analysis in connection with the preparation of the written review hereunder. To the extent, however, that a third-party desktop wind analysis has been prepared for a Project site, such analysis must be presented to the Independent Engineer in conjunction with the Borrower’s internal wind study;

(ii)          a pro-forma cash flow forecast demonstrating to the Administrative Agent’s reasonable satisfaction that such proposed wind electrical generating project is economically viable;

(iii)         a detailed report setting forth the proposed real estate plan for the wind electrical generating project proposed by the Borrower to be a Qualified Project; and

(iv)         a detailed report as to the permitting and interconnection plan for the wind electrical generating project proposed by the Borrower to be reviewed hereunder.

If the Project Review demonstrates to the Majority Lenders’ and the Administrative Agent’s reasonable satisfaction (in consultation with the Independent Engineer) that such Eligible Qualified Project could (x) reasonably achieve construction completion (taking into account the likelihood of such Project obtaining adequate construction financing but not taking into account any adverse effect thereon associated with Clipper being the manufacturer of Turbines included in such Project), qualify for PTCs and begin selling power at least sixty (60) days prior to the then-current expiration date (the “PTC Expiration Date”) for PTCs under the Code, (y) benefit from tax benefits similar to or better than the PTCs then applicable, taking into account the PTC

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Expiration Date, or (z) is otherwise economically viable without PTC benefits, such Project shall be deemed a Qualified Project (a “Qualified Project”).

The Administrative Agent shall provide notice to the Borrower within fifteen (15) Business Days after the receipt of any Project Review of its determination or a detailed description of the changes that the Administrative Agent and the Majority Lenders determine are reasonably necessary for such Eligible Qualified Project to qualify as a Qualified Project. The Borrower may resubmit an updated Project Review for reconsideration under this Section 5(aa). The resulting Advance Rates or Reduced Advance Rates, as the case may be, shall apply for purposes of determining the Top-Up Amount for Top-Up Dates.

(bb)Qualified Project Status. The Borrower shall provide monthly updates to Project Reviews and project progress updates for all Eligible Qualified Projects, respectively, and shall (i) promptly notify Administrative Agent of any adverse changes with respect to the most recently provided Project Review (including any delays and project cost increases) for a Qualified Project to the extent such Qualified Project would no longer reasonably be expected to be a Qualified Project and (ii) promptly respond to inquiries by the Administrative Agent as to the status of any Qualified Project (including any potential delays and project cost increases) of each Qualified Project. If the Administrative Agent is notified or reasonably determines that any Qualified Project could no longer reasonably be expected to be a Qualified Project, such project will immediately cease to be a “Qualified Project” under the Loan and the Advance Rate, to the extent it is then in effect, shall be automatically reduced to the applicable Reduced Advance Rate. Without limiting the generality of the foregoing, promptly upon obtaining knowledge or notice thereof, but in no event later than five (5) Business Days thereafter, the Borrower shall provide the Administrative Agent with written notice of any delay in (or the occurrence of any other event with respect to) a Qualified Project to the extent such Qualified Project would no longer reasonably be expected to complete construction and qualify for PTCs that are necessary to the economic viability of the Qualified Project at least sixty (60) days prior to the PTC Expiration Date applicable to such Qualified Project. Additionally, the Borrower shall, promptly, but in no event later than ten (10) Business Days, respond to inquiries by the Administrative Agent as to the status of the development and construction schedule (including any potential delays and project cost increases) of each Qualified Project. If (I) the Administrative Agent is notified pursuant to this Section 5(bb), or otherwise reasonably determines based on consultation with the Independent Engineer, that any Qualified Project for which PTC benefits are necessary to the economic viability of the Project would no longer reasonably be expected to achieve construction completion and qualify for PTCs at least sixty (60) days prior to the PTC Expiration Date applicable to such Qualified Project, such project will immediately cease to be a “Qualified Project” hereunder, and the Administrative Agent shall promptly notify the Borrower of any such determination made under this clause (I), and (II) if the Borrower disagrees with any determination by the Administrative Agent and/or the Independent Engineer that a Qualified Project would no longer reasonably be expected to remain a Qualified Project, the Borrower shall promptly, but in any event within ten (10) days, notify the Administrative Agent of such disagreement, and the parties hereby agree to submit the issue to R.W. Beck (or such other third party engineering firm as the Borrower and Administrative Agent may agree). If R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) agrees with the determination of the Administrative Agent

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and/or the Independent Engineer, such determination shall stand and the applicable Project shall no longer be a Qualified Project as of the date of the Administrative Agent’s determination. If R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) disagrees with the determination of the Administrative Agent and/or the Independent Engineer, such determination shall be overturned and the applicable project shall remain a Qualified Project. Whatever determination is made by R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) shall be final and binding as to the parties’ respective rights and obligations under this Section 5(bb). R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) shall have thirty (30) days to make its determination as to whether the applicable project is or is not a Qualified Project from the date R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) is retained to make such determination; provided, however, that to the extent that R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) is unable to make a determination as set forth in this Section 5(bb) within such thirty (30) day period, the determination of the Administrative Agent and/or the Independent Engineer shall stand and the applicable project shall no longer be a Qualified Project (unless reinstated as a Qualified Project pursuant to resubmission thereof (which may not occur more than once per calendar quarter) pursuant to Section 5(aa).

(cc)Turbine Reallocation. Subject to the Turbine Supply Documents, the Borrower may request a reallocation of any Turbine to any specified Eligible Qualified Project, Qualified Project or other single purpose project company owned directly or indirectly by the Borrower (which project shall become an Eligible Qualified Project and which project company shall become a Corresponding Project Company hereunder), subject to the approval of the Majority Lenders and the Administrative Agent, and upon such approval, the Top-Up Amount Schedule shall be updated accordingly to reflect such change. A Project shall no longer be considered an Eligible Qualified Project or Qualified Project hereunder (and its project company shall no longer be a Project Company or Corresponding Project Company hereunder) if it no longer has Corresponding Term Loans hereunder. A reallocation pursuant to this Section 5(cc) shall not be considered a Transfer under Section 5(x).

(dd)Turbine Appraisal. Prior to each Top-Up Date, with respect to each Turbine for which Corresponding Term Loans have been made, the Administrative Agent may instruct the Independent Appraiser to prepare an appraisal of such Turbine (at the Borrower’s cost) in accordance with the Appraisal Procedure; provided, that no Turbine may be the subject of an appraisal more than once per calendar quarter under this Section 5(dd). The appraisal shall be the basis for determining the Appraised Value of such Turbine for all purposes of this Note. The Administrative Agent shall deliver a copy of the appraisal and notice of the Top-Up Amount to the Borrower no fewer than five (5) Business Days before such Top-Up Date.

(ee)Compliance with Anti-Money Laundering and OFAC Laws.

(i)Borrower shall comply at all times with the requirements of all Anti-Money Laundering Laws.

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(ii)Borrower shall provide Lender any information regarding Borrower, its Affiliates, and its Subsidiaries necessary for Lender to comply with all Anti-Money Laundering Laws.

(iii)Borrower shall comply at all times with the requirements of all OFAC Laws.

(iv)Borrower shall not, and shall cause its Affiliates and Subsidiaries and any persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List.

(v)If Borrower obtains actual knowledge or receives any written notice that Borrower, any Affiliate, Subsidiary or any person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), Borrower shall immediately (i) give written notice to Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and Borrower hereby authorizes and consents to Lender’s taking any and all steps Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). Upon Lender's request from time to time, Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 5(ee)(v).

(ff)Post-Closing Obligations. It shall deliver the items listed on Schedule 10 by the dates set forth therein, each duly executed and delivered by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent. The parties acknowledge that the failure of the Borrower to deliver any item listed on Schedule 10 shall not, in and of itself, constitute a Material Adverse Effect.

6.Events of Default. The occurrence of any of the following events, conditions or circumstances shall constitute an event of default under this Note (each, an “Event of Default”):

(a)The Borrower shall fail to pay (i) any principal amount of any Loans made under this Note when due and payable; (ii) any interest accrued on the Loans or any fee in respect of the Loans within three (3) Business Days after the date on which such interest or fee becomes due and payable under this Note; (iii) any other amount payable by the Borrower hereunder or any termination or other payment under any Interest Rate Protection Agreement within ten (10) days after any such other amount or payment becomes due and payable and notice thereof is given to the Borrower;

39

(b)Any representation or warranty made by any party (other than the Lenders, the Administrative Agent or the Collateral Agent) in any Basic Document to which it is a party, or in any certificate furnished pursuant to any such document, shall prove to have been incorrect in any material respect as of the date made (unless such representation or warranty expressly relates only to an earlier date), and in each case, any adverse effect of such incorrect misrepresentation or warranty is not eliminated or addressed to the reasonable satisfaction of the Administrative Agent within a period of thirty (30) days after receipt of notice by such Person;

(c)The Borrower shall fail to perform or observe any of the covenants set forth in Sections 5(a), (b), (c), (d,) (e), (f), (h), (k), (l), (m), (n), (o), (r), (s), (t), (x), (y), (aa), (bb) and (ee);

(d)The Borrower shall fail to perform or observe any of its other covenants or obligations under this Note or any of its obligations contained in any Basic Document (other than as set forth in clause (a) or (c) above) to which it is a party and, in each case, such failure shall continue unremedied for a period of thirty (30) days after receipt of notice or actual knowledge thereof by such Person, if such failure can reasonably be remedied within such thirty (30) day period as long as the Borrower is using diligent efforts to remedy such failure and, in the case of breach only of the covenants set out in Sections 5(g) or 5(j), such failure shall continue unremedied for an additional period of sixty (60) days after the conclusion of such thirty (30) day cure period, if such failure can reasonably be remedied within such additional sixty (60) day period as long as the Borrower is using diligent efforts to remedy such failure;

(e)FWA IV Default. Before the Release Event has occurred, an “Event of Default” (or other similar event or condition allowing the lenders to accelerate the relevant loans) shall have occurred under the FWA IV Note; provided, that to the extent an Event of Default hereunder has occurred solely due to an Event of Default under the FWA IV Note, the Event of Default hereunder shall be deemed cured automatically and concurrently with the cure of the Event of Default under the FWA IV Note in accordance with the terms thereof.

(f)The Borrower, or (if it would be reasonably likely to result in a Material Adverse Effect) any Turbine supplier under any Turbine Supply Document, or, until the occurrence of the Release Event, First Wind Holdings: (i) shall admit in writing its inability to pay its debts as its debts become due; (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for its or a substantial part of its assets; (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation; (iv) shall have had any such petition filed, or any such proceeding shall have been commenced against it, in which an adjudication is made or order for relief is entered or which remains undismissed for a period of sixty (60) days; (v) shall have had a receiver, custodian or trustee appointed for all or a substantial part of its property; or (vi) shall take any action effectuating, approving or consenting to any of the events described in clauses (i) through (v);

(g)The Borrower or, until the occurrence of the Release Event, First Wind Holdings shall dissolve or for any reason cease to be in existence;

40

(h)Unless as a result of the acts or omissions of the Administrative Agent and subject to Section 3(b) of the Parent Guaranty, (i) the Lenders or the Collateral Agent, any Security Agreement shall fail to provide the Collateral Agent with security interests in and to the Collateral intended to be created thereby, cease to be in full force and effect, or is declared null and void and the Borrower shall fail to execute such additional security agreements as may be requested by the Administrative Agent or the Collateral Agent to remedy such event; or (ii) the validity or enforceability of any Security Agreement is contested in a legal proceeding by any party to such Security Agreement, other than the Administrative Agent, the Lenders or the Collateral Agent;

(i)Except as permitted under this Note, any failure by the Borrower to have good title to all of its real property and good title to all of its personal property and assets, which failure would have a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is party;

(j)The incurrence of any liability under any applicable environmental law which could reasonably be expected to have a Material Adverse Effect if such liability shall continue unremedied for a period of five (5) days after receipt of notice, or actual knowledge, thereof by the Borrower, or, if such liability cannot reasonably be remedied within such five (5) day period but is capable of being remedied as long as the Borrower is using diligent efforts to remedy such liability for a period of sixty (60) days after receipt of notice, or actual knowledge thereof, by the Borrower;

(k)A Change of Control shall occur and be continuing;

(l)Any permit required to be obtained or maintained by the Borrower under any Turbine Supply Documents shall be revoked or cancelled by the issuing governmental authority having jurisdiction, or any such permit shall otherwise fail to be in full force and effect, or the Borrower shall fail to comply with any such permit, in each case, which revocation, cancellation or failure would reasonably be expected to have a Material Adverse Effect, and in each case, if any adverse effect of such revocation, cancellation or failure is not remedied to the reasonable satisfaction of the Lenders within sixty (60) days after receipt of notice thereof by such Person;

(m)A final judgment or judgments shall be entered against the Borrower or any Corresponding Project Company, by a court of competent jurisdiction in an aggregate amount of not less than $150,000, other than (i) a judgment which is fully covered by a posted bond or discharged within thirty (30) days after its entry, or (ii) a judgment, the execution of which is effectively stayed within thirty (30) days after its entry but only for thirty (30) days after the date on which such stay is terminated or expires; or

(n)Any Turbine Supply Documents shall cease for any reason to be in full force and effect; or any default by the Borrower, any Corresponding Project Company or any Turbine supplier shall occur under any Turbine Supply Document (after giving effect to all applicable cure periods in such Turbine Supply Document) and such default would be reasonably likely to result in a Material Adverse Effect.

41

Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent (acting at the direction of Majority Lenders), may, by notice to the Borrower, declare the unpaid principal amount of the Loan, accrued interest thereon and all other amounts payable under this Note due and payable, whereupon the same shall become and be forthwith due and payable without presentment, demand, protest or further notice or other formalities of any kind, all of which are hereby expressly waived by the Borrower; provided that in the case of an Event of Default described in clause (e) above, the unpaid principal amount of the Loan, accrued interest and other amounts payable under this Note shall be immediately due and payable.

7.Expenses; Indemnification.

(a)The Borrower agrees to reimburse the Administrative Agent, each Lender and the Collateral Agent within thirty (30) days following demand for all documented, reasonable out-of-pocket costs, expenses and charges including, without limitation, due diligence expenses, travel expenses, fees and charges of legal counsel, consultants and advisors to the Lenders, the Administrative Agent and the Collateral Agent and other expenses, in each case to the extent documented, reasonable, out-of-pocket and incurred by the Administrative Agent, any Lender or the Collateral Agent, as applicable, in connection with (i) the negotiation, performance or enforcement (including in any work-out, restructuring or bankruptcy proceeding) of this Note or any other Basic Document or (ii) the defense or prosecution of any rights of the Administrative Agent, any Lender or the Collateral Agent hereunder. The Administrative Agent, each Lender and the Collateral Agent shall provide reasonable support for any costs, expenses and/or charges at the Borrower’s reasonable request and shall obtain approval from the Borrower (which shall not be unreasonably withheld or delayed) prior to incurring any unusual and extraordinary expenses. The foregoing amounts incurred in connection with the negotiation of this Note and the other Basic Documents may be funded with the Loans.

(b)The Borrower agrees to indemnify and hold the Administrative Agent, each Lender and the Collateral Agent together with its respective directors, officers, employees, agents and consultants harmless from and against all claims, damages, losses, liabilities, costs, deficiencies and documented expenses and damages, including, without limitation, investigative costs, settlement costs and reasonable legal, accounting or other expenses for investigating or defending against any actions or threatened actions (collectively, the “Losses”), arising out of or in connection with (i) the execution or delivery of each Basic Document, including this Note, and the performance by any Person of its obligations under such Basic Documents, (ii) the making of the Loans and (iii) the use of the proceeds of any Loan, and any prospective claim, litigation, investigation or proceeding related to any of the foregoing, but excluding, in each case, any such Losses incurred by reason of bad faith, gross negligence or willful misconduct of any Person indemnified hereunder. The Administrative Agent, any Lender and/or the Collateral Agent, as applicable, shall promptly notify the Borrower of any claim under this Section 7(b). The Borrower may elect to assume the defense of any action, proceeding or dispute with a third party in respect of which a claim is to be made under this Section 7(b); provided, however, that if the Borrower assumes control of the defense of any such action, proceeding or dispute, the Borrower shall not agree or conclude any settlement that affects the Administrative Agent, any Lender or the Collateral Agent without the prior written approval of the Administrative Agent,

42

each Lender or the Collateral Agent, as applicable (such approval not to be unreasonably withheld). In the event the Borrower assumes control of the defense of any such action, proceeding or dispute, the Borrower shall not be liable to the Administrative Agent, any Lender or the Collateral Agent for any legal fees and expenses of additional counsel incurred by the Administrative Agent, any Lender or the Collateral Agent in connection with such defense; provided, however, that each of the Administrative Agent, the Lenders and the Collateral Agent shall have the right to employ its own counsel whose reasonable legal fees and expenses shall be indemnified by the Borrower if (A) there is or could reasonably be expected to be a conflict of interest between the Administrative Agent, any Lender or the Collateral Agent, as applicable, and the Borrower in connection with the defense of such action, proceeding or dispute, or (B) there is a specific defense available to the Administrative Agent, each Lender or the Collateral Agent, as applicable, which is different from or additional to those available to the Borrower, or (C) it is reasonably necessary to protect the interests of the Administrative Agent, each Lender or the Collateral Agent, as applicable, to the extent such interests differ from the interests of the Borrower.

8.Security. The Borrower’s obligations under this Note are secured by the Collateral.

9.Governing Law; Submission to Jurisdiction. This Note shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law). The Borrower agrees that any legal action or proceeding arising out of or relating to this Note or any other Basic Document, or any legal action or proceeding to execute or otherwise enforce any judgment obtained against the Borrower, for breach hereof or thereof, or against any of its properties, may be brought in the courts of the State of New York sitting in New York County or the United States District Court for the Southern District of New York by the Administrative Agent or on behalf of any Lender, as the Administrative Agent may elect. The Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts for purposes of any such legal action or proceeding. Service of process by the Administrative Agent in any such dispute shall be binding on the Borrower if sent to the Borrower by registered or certified mail, at the addresses specified on the signature page of this Note. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction.

THEPARTIESHERETOWAIVEANY RIGHTTHEYMAYHAVETO JURY TRIAL IN ANY ACTIONRELATEDTO THIS NOTE, ANY OTHERBASIC DOCUMENT OR THE TRANSACTIONSCONTEMPLATEDHEREBYOR THEREBY. IN ADDITION, THE BORROWERHEREBY IRREVOCABLYWAIVESTO THE FULLESTEXTENT PERMITTEDBY LAW, ANY OBJECTION WHICH IT MAYNOW OR HEREAFTERHAVE TO THE LAYINGOF VENUE OF ANY SUIT, ACTIONOR P ROCEEDINGARISINGOUT OF OR RELATINGTO THISNOTEOR ANYOTHER BASICDOCUMENTEXECUTEDIN CONNECTIONHEREWITHOR THEREWITHBROUGHTIN THECOURTSOF THE STATE OF NEWYORKOR THE UNITEDSTATESDISTRICTCOURTFOR THE SOUTHERNDISTRICTOF NEW YORK, AND ANY CLAIMTHAT ANY SUCH SUIT,

43

ACTIONOR PROCEEDINGBROUGHTIN ANY SUCH COURTHAS BEEN BROUGHTIN AN INCONVENIENTFORUM.

10.Assignments. This Note shall be binding on, and shall inure to the benefit of each of the Borrower, the Administrative Agent, the Collateral Agent, the Lenders and their respective successors and permitted assigns; provided, that the Borrower may not assign or transfer its rights or obligations under this Note without the prior written approval of the Administrative Agent (with consent in writing from the Majority Lenders); and provided, further, that the Lenders may not assign or otherwise transfer their rights and obligations under this Note or the Loan to any other Person without the prior written consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) such assignment or transfer is to an Affiliate of any Lender or (ii) an Event of Default has occurred and is continuing, in each such case consent of the Borrower is not necessary. Any such Person to whom any Lender assigns its rights pursuant to this Section 10 shall then become vested with all the rights granted to such Lender under this Note and with respect to the Loan. Upon such assignment or transfer, such Lender shall provide to the Borrower the name, address and contact information of the permitted assignee or transferee.

11.          Appointment of Agents.

(a)Appointment, Powers and Immunities.

(i)Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Basic Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Note and the other Basic Documents, together with such other powers as are reasonably incidentalthereto.

(ii)EachLender hereby appoints and authorizesthe Collateral Agent to act as its agent hereunderand under the other Basic Documentswith such powers as are expressly delegated to the Collateral Agent by the terms of this Note and the other Basic Documents, together with such other powers as are reasonably incidental thereto.

(b)Duties, Responsibilities, Powers and Immunities of Agents.

The Agents shall not have any duties or obligations except those expressly set forth herein and in the other Basic Documents to which they are party. Without limiting the generality of the foregoing, (a) each Agent shall be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Basic Documents that each Agent is required to exercise in writing by the Majority Lenders or any other Agent, and (c) except as expressly set forth herein and in the other Basic Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to First Wind Holdings or any of its subsidiaries that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it in the absence of its own gross negligence or willful

44

misconduct. No Agent shall be deemed to have knowledge of any Event of Default unless and until written notice thereof is given to such Agent by the Borrower, the Lenders or any other Agent. No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Note or any other Basic Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Note, any other Basic Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to any Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may resign at any time by notifying the Lenders, any other Agent, the Borrower and First Wind Holdings at least seven (7) days in advance. Any Agent may be removed involuntarily only for a material breach of its duties hereunder or under the other Basic Documents or for gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction only upon the affirmative vote of the Majority Lenders (excluding such Agent from such vote and such Agent’s Loans and Commitments from the amounts used to determine the Majority Lenders). Upon any such resignation or removal, the Lenders shall have the right to appoint a successor, which successor shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (such approval not to be unreasonably withheld, conditioned or delayed). The Agent’s resignation shall not be effective until a successor shall have been appointed by the Majority Lenders and shall have accepted such appointment. If no successor has accepted appointment as Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent, shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

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12.           Miscellaneous.

(a)           The provisions of this Note are intended to be severable. If for any reason any provision of this Note shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions thereof in any jurisdiction.

(b)          No amendment, modification or supplement to any provision of this Note shall be effective unless the same shall be in writing and signed by the Borrower, the Administrative Agent (with the consent in writing of the Majority Lenders) (or, after any assignment contemplated by Section 10, other holder hereof) and, solely with respect to any amendment, modification or supplement that would adversely affect the rights of the Collateral Agent, the Collateral Agent (with the consent in writing of the Majority Lenders); provided, however, that no such amendment, modification or supplement shall, without the consent of all Lenders:

(i)            extend the maturity of any Loan or reduce the principal amount thereof, or reduce this Note or change the time of payment of interest due on any Loan;

(ii)           reduce the amount or extend the payment date for any amount due under this Note;

(iii)          increase the amount of Commitments of any Lender under this Note;

(iv)          reduce or change the time or amount of payment of any fee due or payable hereunder or under any Basic Document;

(v)           reduce the percentage specified in the definition of Majority Lenders;

(vi)          permit the Borrower to assign its rights under this Note exceptas providedin Section10;

(vii)         amend this Section 12(b); or

(viii)        release any collateral from any Lien of any Security Agreement or allow the release of any funds from any account held under any Security Agreement except as expressly provided in, or otherwise permitted by, the Basic Documents.

(c)           The waiver of any breach of any of the provisions of this Note shall not be construed to be a waiver of any subsequent breach or default of the same or other provisions. No waiver of any of the provisions of this Note shall be valid or binding unless set forth in writing and duly executed by the Person against whom enforcement of the waiver is sought and the Majority Lenders (or the Administrative Agent with the consent in writing of the Majority Lenders). No failure on the part of the Administrative Agent to exercise, and no delay in

46

exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right.

(d)           The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

(e)           Unless otherwise agreed in writing, notices shall be given to the Administrative Agent, the Lenders and the Borrower at their respective addresses set forth on the signature pages to this Note. Notices under this Note shall be effective (i) when personally delivered to a party hereto, upon receipt as shown by messenger receipt, (ii) when mailed to such addressee, upon receipt of a signed confirmation from such addressee, or (iii) when sent to such addressee by facsimile, upon receipt of the addressor’s facsimile machine confirmation or other verifiable electronic receipt.

(f)            The provisions of Sections 7 and 9 of this Note shall survive the repayment of the Loan.

(g)           The Administrative Agent and each Lender shall have no claims of any kind or nature with respect to the transactions contemplated by this Note and the other Basic Documents other than (i) claims against the Borrower or First Wind Holdings, in each case as set forth in or pursuant to each Basic Document to which such Person, respectively, is a party; (ii) claims against any Affiliate of the Borrower that after the date of this Note enters into a Basic Document as set forth in or pursuant to each Basic Document to which such Affiliate is a party (any Person described in the foregoing clauses (i) or (ii) shall be hereinafter referred to as a “Borrower Party”); and (iii) claims for fraud, willful misconduct or under express indemnities against any Person. Other than claims for fraud, willful misconduct or under express indemnities against any Person, the Administrative Agent and each Lender shall have no claims of any kind or nature with respect to the transactions contemplated by this Note and the other Basic Documents against any Affiliate of the Borrower that is not a Borrower Party or against any officer, member (other than a member that is a Borrower Party), director or employee, in such capacity, of the Borrower or any Affiliate of the Borrower, or any of its or their properties or assets.

(h)           This Note and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings with respect to the subject matter hereof.

(i)            This Note may be executed in one or more facsimile counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

(j)            The Administrative Agent, each Lender and the Collateral Agent agree to keep confidential, in accordance with its customary procedures for handling confidential information of this nature, any non-public information supplied to it by the Borrower in relation to the Turbine Supply Documents, the Governmental Approvals, the Borrower or First Wind Holdings; provided that such information does not include information that (i) was publicly

47

known or otherwise known to it prior to the time of such disclosure and (ii) subsequently becomes publicly known through no act or omission by it or any Person acting on its behalf.

(k)           The Guaranty of and security interest in the Collateral provided by a Corresponding Project Company pursuant to its Security Agreement, Mortgages, Consents and other security documents shall be terminated and released (and the Guaranty of and Collateral provided by any of its Intermediate Holding Companies that is an obligor or guarantor under a financing of such Corresponding Project Company that is permitted by this Note shall be terminated and released) upon the occurrence of either of the following: (a) repayment in full of all Corresponding Term Loans therefor (including the principal of and all interest and fees on such Corresponding Term Loans), whether pursuant to Sections 5(l) or 5(x) of the this Note or otherwise; or (b) the reallocation of all Turbines that were allocated to the Corresponding Project Company’s Project to any other project in accordance with the terms of Section 5(cc) of this Note. The Collateral Agent agrees to promptly deliver and file (or cause to be delivered and filed) any and all documents and instruments necessary or reasonably required in order to effect the above-described termination and release.

(l)            To the extent that HSHN fails to pay any time deposits or certificates of deposit issued by HSHN to First Wind Holdings or its subsidiaries in full at maturity, First Wind Holdings and its subsidiaries (without duplication) shall be entitled to setoff any and all such unpaid amounts against any Obligations due to HSHN, in its capacity as a Lender, under the Basic Documents (as defined in each of the First Wind Holdings Loan Agreement, this Note and the FWA IV Note) as and in such manner as determined by First Wind Holdings, and to the extent of such setoff, HSHN’s obligations with respect to the time deposits or certificates of deposit shall be reduced and deemed satisfied.

[Signature page follows]

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FIRST WIND ACQUISITION, LLC,
a Delaware limited liability company
By:	/s/ Evelyn Lim
	Name:	Evelyn Lim
	Title:	Secretary
Address for Notices:
First Wind Acquisition, LLC
c/o First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: President
Facsimile: (617) 964-3342
with a copy to:
First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: General Counsel
Facsimile: (617) 964-3342

Agreed and accepted:

HSH NORDBANK AG, NEW YORK BRANCH,

as Administrative Agent and Collateral Agent

By:	/s/ Brian T. Caldwell
	Name:	Brian T. Caldwell
	Title:	Senior Vice President
		HSH Nordbank AG, New York Branch
By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President
		HSH Nordbank AG, NY Branch

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York,New York 10169-0005
Attention:	Energy - Portfolio Management
Telephone:	212 407 6044 (David Watson)
Facsimile:	212-407-6807

with a copy to:

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York,New York 10169-0005
Attention:	General Counsel
Telephone:	(212) 407-6142
Facsimile:	(212) 407-6811

Agreed and accepted:

HSH NORDBANK AG, NEW YORK BRANCH,

as Lender

By:	/s/ Tony K. Muoser
	Name:	Tony K. Muoser
	Title:	Senior Vice President
		HSH Nordbank AG, New York Branch
By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President
		HSH Nordbank AG, NY Branch

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York,New York 10169-0005
Attention:	Energy - Portfolio Management
Telephone:	212 407 6044 (David Watson)
Facsimile:	212-407-6807

with a copy to:

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York,New York 10169-0005
Attention:	General Counsel
Telephone:	(212) 407-6142
Facsimile:	(212) 407-6811

Exhibit A

Notice of Borrowing

[Date]

TO:HSH NORDBANK AG, NEW YORK BRANCH (the “Administrative Agent”)

FROM:First Wind Acquisition, LLC (the “Borrower”)

RE:Borrowing Notice

Reference is made to the Fourth Amended and Restated Secured Promissory Note, dated as of [     ], 2009 (the “Note”), between the Borrower and the Lenders.  Capitalized terms used and not defined herein shall have the meanings given to them in this Note.

The Borrower hereby requests a disbursement of a Term Loan pursuant to Section 2.4 of this Note and makes the following certifications:

(1)The requested disbursement date (a Business Day) is [                     ], 200  .

(2)The amount of the requested disbursement is $[                     ], and such amount is now due under the [specify Turbine Supply Document].  A copy of the relevant invoice and other supporting documentation evidencing that such payment is due under such Turbine Supply Document are attached.

(3)Interest Periods(1) and amounts to be allocated thereto:

(a)One month	$
(b)Two months	$
(c)Three months	$

(4)The Administrative Agent shall disburse the requested disbursement to the [TURBINE SUPPLIER] [on behalf of the Borrower] [Borrower in reimbursement for amounts previously paid, other than from proceeds of Term Loans, by the Borrower to the [TURBINE SUPPLIER] via wire transfer to the following account at [ACCOUNT INFORMATION].

(5)The Borrower certifies hereby that (a) each condition precedent set forth in Section 3 of this Note to the requested disbursement has been satisfied or waived as of the date hereof and will be satisfied or waived as of the date of the requested disbursement and (b) after giving effect to the requested disbursement, the Borrower is in compliance with Section 2.l(a) of the Note.

(6)The Borrower certifies hereby that each Basic Document and each Turbine Supply Document to which it is a party is in full force and effect as of the date of such disbursement and has not been amended, modified or supplemented without the consent of the Administrative Agent and the Majority Lenders.

(1)  If no Interest Period is specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(7)The Borrower certifies hereby that each representation and warranty made by it in Section 4 of this Note is true and correct as of the date of such disbursement (unless such representation and warranty relates only to an earlier date).

(8)The Borrower certifies hereby that no Default or Event of Default has occurred and is continuing as of the Borrowing Date.

IN WITNESS WHEREOF, the undersigned executes this Borrowing Notice on the date first set forth above.

FIRST WIND ACQUISITION, LLC,
a Delaware limited liability company
By:
	Name:
	Title:

Exhibit B

Notice of Extension

[Date]

TO:HSH NORDBANK AG, NEW YORK BRANCH (the “Administrative Agent”)

FROM:FIRST Wind Acquisition, LLC (the “Borrower”)

RE:Notice of Extension

Reference is made to the Fourth Amended and Restated Secured Promissory Note, dated as of [     ], 2009 (the “Note”), between the Borrower and the Lenders.  Capitalized terms used and not defined herein shall have the meanings given to them in this Note.

The Borrower hereby requests an extension of the following [Term][North Shore] Loan made on [INSERT DATE] as follows:

(1)Total amount of Loan to be extended      $[                     ].

(2)Interest Periods(2) and amounts to be allocated thereto (amounts must total (1)):

(a)    One month	$
(b)Two months	$
(c)Three months	$

(3)The Borrower certifies hereby that each Basic Document to which it is a party is in full force and effect as of the date of such disbursement.

(4)The Borrower certifies hereby that each representation and warranty made by it in Section 4 of this Note is true and correct as of the date of such disbursement (unless such representation and warranty relates only to an earlier date).

(5)The Borrower certifies hereby that no Default or Event of Default has occurred and is continuing as of the Borrowing Date.

(2)  If no Interest Period is specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

IN WITNESS WHEREOF, the undersigned executes this Notice of Extension on the date first set forth above.

FIRST WIND ACQUISITION, LLC,
a Delaware limited liability company
By:
	Name:
	Title:

Exhibit C-1

WITHHOLDING CERTIFICATE (TREATY)

Date: [             ]

First Wind Acquisition, LLC as Borrower

Attention: [                                  ]

In connection with the Fourth Amended and Restated Secured Promissory Note, dated as of [     ], 2009, among First Wind Acquisition, LLC, a Delaware limited liability company (“Borrower”), HSH Nordbank AG, New York Branch (“HSHN”) (the “Lender”) (as amended, modified and supplemented and in effect from time to time, the “Note”), the undersigned hereby certifies, represents and warrants that [        ] is a [        ] and is currently exempt from, or is subject to a reduced rate of [        ]% in lieu of, any U.S. Federal Withholding tax otherwise imposed on amounts paid to it from United States sources under this Note, by virtue of compliance with the provisions of the Income Tax Convention between the United States and [        ]·

The undersigned (a) is a [        ] organized under the laws of [        ] whose registered business is managed or controlled in [        ], (b) [does not have a permanent establishment or fixed base in the United States] [does have a permanent establishment or fixed base in the United States, but the Note is not effectively connected with such permanent establishment or fixed base], and (c) is the beneficial owner of the interest income to be received from its share arising under the Financing Agreement.

We enclose two signed copies of Form W-8BEN of the U.S. Internal Revenue Service, certifying that the undersigned is entitled to claim the tax treaty benefit with respect to U.S. withholding on payments under the Financing Agreement.

Yours faithfully,

By:

Name:

Title:

Enclosures

Exhibit C-2

WITHHOLDING CERTIFICATE (EFFECTIVELY CONNECTED)

Date: [            ]

First Wind Acquisition, LLC as Borrower

Attention: [                              ]

In connection with the Fourth Amended and Restated Secured Promissory Note, dated as of [     ], 2009, among First Wind Acquisition, LLC, a Delaware limited liability company (“Borrower”), HSH Nordbank AG, New York Branch (“HSHN”) (the “Lender”) as amended, modified and supplemented and in effect from time to time, the “Note”), the undersigned hereby certifies, represents and warrants that[                              ] is entitled to exemption from withholding tax on payments to it under the provisions of Section 1441(c)(1) or 1442 of the Internal Revenue Code of 1986, as amended, of the United States of America, relating to income which is effectively connected with the conduct of a trade or business within the United States.

We enclose two signed copies of Form W-8ECI of the U.S. Internal Revenue Service.

Yours faithfully,

By:

Name:

Title:

Enclosures

Exhibit C-3

WITHHOLDING CERTIFICATE (PORTFOLIO INTEREST)

Date: [                ]

First Wind Acquisition, LLC as Borrower

Attention: [                                ]

In connection with the Fourth Amended and Restated Secured Promissory Note, dated as of [     ], 2009, among First Wind Acquisition, LLC, a Delaware limited liability company (“Borrower”), HSH Nordbank AG, New York Branch (“HSHN”) (the “Lender”) (as amended, modified and supplemented and in effect from time to time, the “Note”), the undersigned hereby certifies, represents and warrants that the undersigned: (a) is a corporation organized under the laws of [                                ] whose registered business is managed or controlled in [                                ], (b) does not have a permanent establishment or fixed base in the United States or otherwise conduct a trade or business in the United States to which the Financing Agreement or income therefrom is effectively connected, (c) is the beneficial owner of the interest income which arises from its share of the interest income arising from this Note, (d) does not own an equity interest in the Borrower of 10% or more, directly or indirectly, taking into account the ownership rules specified in Section 871(h)(3)(B) and (C) of the Internal Revenue Code of 1986, as amended (the “Code”), (e) is not a related party to the Borrower, taking into account the rules of Section 864(d)(4) of the Code, and (f) is not a bank that has entered into this Note in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code.

We enclose two signed copies of Form W-8BEN.

Yours faithfully,

By:

Name:

Title:

Enclosures

Schedule 1

Advance Rates

Advance Rates:	GE Turbines
	KWP II	*****
	Oakfield	*****
	Rollins	*****
	Stetson II	*****
Reduced Advance Rates	GE Turbines
	KWP II	*****
	Oakfield	*****
	Rollins	*****
	Stetson II	*****
Upon occurence of the Release Event:
Advance Rates:	GE Turbines
	KWP II	*****
	Oakfield	*****
	Rollins	*****
	Stetson II	*****
Reduced Advance Rates	GE Turbines
	KWP II	*****
	Oakfield	*****
	Rollins	*****
	Stetson II	*****

Schedule 2

Appraisal Procedure

A Fair Market Value (“FMV”) appraisal shall be performed by the Appraiser in accordance with the Appraisal Foundation’s Uniform Standards of Professional Appraisal Practice (“USPAP”) and subject to the Appraisal Procedure described below.

Appraisal Procedure

When requested by the Administrative Agent (but not more than once per calendar quarter), the Appraiser shall perform a FMV appraisal of the Turbines. Although the Appraiser must consider all three approaches to value (the Replacement Cost Approach, Sales Comparison Approach, and Income Capitalization Approach), as required and defined under USPAP, it is mutually acknowledged that the Income Capitalization Approach is not appropriate in this circumstance because the Turbines and the Corresponding Project Companies at no time constitute a cash flow-generating entity and since the wind turbine machinery comprising the Turbines consists entirely of uninstalled machinery and equipment that cannot be considered part of a “going concern” at the time of the Appraisal.

The value of the Turbines shall be determined as the lesser of the values produced by the Replacement Cost Approach and the Sales Comparison Approach, assuming, in both Approaches, payment in full and delivery of the Turbines.

In performing the Replacement Cost Approach, the Appraiser shall consider only turbines from manufacturers of comparable industry stature (“Comparable Manufacturers”) in assessing equipment of equivalent functional utility, with due consideration to capacity and future operational costs. In performing the Sales Comparison Approach, the Appraiser shall only consider equipment from Comparable Manufacturers. If, in the Appraiser’s judgment, insufficient data exist regarding recent transactions of equipment from Comparable Manufacturers, the Appraiser shall, in a manner consistent with formal appraisal procedure, adjust the sales comparison indicator of value to reflect differences between the transacted values of equipment from Comparable Manufacturers and transacted values of equipment from other manufacturers. The determination of Comparable Manufacturers shall be based on industry market share and installed base, degree and creditworthiness of warranty coverage, and the performance characteristics of the Equipment.

As part of the Reconciliation of Value Indications, the Appraiser shall report the Value of the Equipment as a single dollar value. Although a range of values may be referenced in the appraisal report, only the single dollar value reported as the Equipment’s Value shall be deemed the conclusion of the Appraisal. The single dollar value should represent the value of the most probable price within the range of values.

Schedule 3

Collateral

An Amended and Restated Pledge and Security Agreement, duly executed by First Wind Holdings, LLC in favor of the Collateral Agent;

An Amended and Restated Guaranty and Security Agreement, duly executed by Windfarm Prattsburgh, LLC, in favor of the Collateral Agent;

An Amended and Restated Guaranty and Pledge Agreement, duly executed by Hawaii Holdings, LLC, in favor of the Collateral Agent;

A Guaranty and Security Agreement, duly executed by Kaheawa Wind Power II, LLC, in favor of the Collateral Agent;

A Guaranty and Pledge Agreement, duly executed by First Wind Maine Holdings, LLC, in favor of the Collateral Agent;

A Guaranty and Security Agreement, duly executed by Stetson Wind II, LLC, in favor of the Collateral Agent;

A Guaranty and Security Agreement, duly executed by Evergreen Wind Power II, LLC, in favor of the Collateral Agent;

A Guaranty and Security Agreement, duly executed by Evergreen Wind Power III, LLC, in favor of the Collateral Agent;

An Amended and Restated Guaranty and Security Agreement, duly executed by First Wind Acquisition, LLC, in favor of the Collateral Agent;

The Security Agreements as defined in the FWA IV Note;

A Pledge Agreement, duly executed by New York Wind III, LLC, in favor of the Collateral Agent; and

A Second Lien Guaranty and Pledge Agreement, duly executed by CSSW Holdings, LLC and CSSW, LLC , in favor of the Collateral Agent.

Schedule 4

I. LISTOF PROJECT COMPANIES

·Stetson Wind II, LLC

·Windfarm Prattsburgh, LLC

·Kaheawa Wind Power II, LLC

·Evergreen Wind Power II, LLC

·Evergreen Wind Power III, LLC

II. List of Projects

·Rollins Project: the wind generating facility with a nameplate capacity of 60 megawatts located in Penobscot County, Maine owned by Evergreen Wind Power III, LLC.

·Oakfield Project: the wind generating facility with a nameplate capacity of 49 megawatts located in Oakfield, Maine owned by Evergreen Wind Power II, LLC.

·Stetson II Project: the wind generating facility with a nameplate capacity of 25 megawatts located in Washington County, Maine owned by Stetson Wind II, LLC.

·KWP II Project: the wind generating facility with a nameplate capacity of 21 megawatts located in Maui, Hawaii owned by Kaheawa Wind Power II, LLC.

·Prattsburgh Project: the wind generating facility with a nameplate capacity of 54 megawatts located in Prattsburgh, New York and Italy, New York owned by Windfarm Prattsburgh, LLC.

III. LIST OF ELIGIBLE QUALIFIED PROJECTS

·Rollins Project

·Oakfield Project

·Stetson II Project

·KWP II Project

Schedule 5

Material Project Documents

1.Interconnection Agreement, dated as of July 12, 2004, as amended, between New York State Electric and Gas Corporation and Windfarm Prattsburgh, LLC.

2.New York State Energy Research and Development Authority (“NYSERDA”) Agreement No. 10069, dated as of March 8, 2007, between NYSERDA and Windfarm Prattsburgh, LLC, as modified by that Modification No. 1, dated as of October 29, 2008.

3.Agreement No. 7363, dated as of December 19, 2002 between NYSERDA and Windfarm Prattsburgh, LLC.

4.Logistics Services Agreement, dated as of October 31, 2008, between First Wind Energy, LLC and Transgroup Worldwide Logistics.

5.Transformer Letter Agreement, dated as of March 15, 2007, between First Wind Holdings, LLC, as Buyer, and Virginia Transformer Corp, as Seller, along with Standard Warranty Agreement.

Schedule 6

Insurance Requirements

[List of Insurance Provided.]

Client#: 1480

FIRSTWIN

ACORDTMCERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY) 03/02/09

PRODUCER

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

William Gallagher Associates

Insurance Brokers, Inc.

470 Atlantic Avenue

Boston, MA 02210

INSURERS AFFORDING COVERAGE

NAIC #

INSURED

INSURER A: Federal Insurance Company

20281

First Wind Acquisition, LLC

INSURER B: Arch Insurance Company

11150

First Wind Energy, LLC

INSURER C: Lloyd’s Of London/JLT Solutions

15792

85 Wells Avenue, Suite 305

INSURER D:

Newton, MA 02459

INSURER E:

COVERAGES

THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

ADD’L INSRD

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE DATE (MM/DD/YY)

POLICY EXPIRATION DATE (MM/DD/YY)

LIMITS

A

GENERAL LIABILITY

37112840

02/15/09

02/15/10

EACH OCCURRENCE

$1,000,000

x COMMERCIAL GENERAL LIABILITY

DAMAGE TO RENTED PREMISES (Ea occurrence)

$1,000,000

o CLAIMS MADE

x OCCUR

MED EXP (Any one person)

$10,000

o

PERSONAL & ADV INJURY

$1,000,000

o

GENERAL AGGREGATE

$2,000,000

GEN’L AGGREGATE LIMIT APPLIES PER:

PRODUCTS - COMP/OP AGG

$2,000,000

o POLICY

o PROJECT

o LOC

COMBINED SINGLE LIMIT

$1,000,000

A

AUTOMOBILE LIABILITY

73539135

03/01/09

03/01/10

(Ea accident)

A

x ANY AUTO

73525609

03/01/09

03/01/10

BODILY INJURY

$

o ALL OWNED AUTOS

(Per person)

o SCHEDULED AUTOS

BODILY INJURY

$

x HIRED AUTOS

(Per accident)

x  NON-OWNED AUTOS

PROPERTY DAMAGE

$

o

(Per accident)

o

AUTO ONLY - EA ACCIDENT

$

GARAGE LIABILITY

OTHER THAN

EA ACC

$

o ANY AUTO

AUTO ONLY:

AGG

$

o

A

EXCESS/UMBRELLA LIABILITY

79833689

02/15/09

02/15/10

EACH OCCURRENCE

$25,000,000

x OCCUR

o CLAIMS MADE

AGGREGATE

$25,000,000

o DEDUCTIBLE

o RETENTION

$ $0

WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY

WC STATUTORY LIMITS

OTHER

ANY PROPRIETOR/PARTNER/EXECUTIVE

E.L. EACH ACCIDENT

$

OFFICER/MEMBER EXCLUDED?

E.L. DISEASE - EA EMPLOYEE

$

If yes, describe under SPECIAL PROVISIONS below

E.L. DISEASE - POLICY LIMIT

$

A

OTHER Com Property

37113152

11/18/08

11/18/09

See Description Section

B

Aircraft Llab.

11NOA5916901

09/14/08

09/14/09

See Description Section

C

BAR

WI090676

02/15/08

02/15/10

See Description Section

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS

Commercial Property Policy #37113152

Project Entity: Kaheawa Wind Power II, LLC

Blanket Limit: $25,000,000

Deductible: $25,000 except Earthquake and Flood: $50,000

(See Attached Descriptions)

CERTIFICATE HOLDER

CANCELLATION

HSH-Nordbank AG, New York Branch as Administrative Agent Attn: Energy Portfolio 230 Park Avenue New York, NY 10169-0005

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE

ACORD 25 (2001/08) 1 of 3

#S135326/M135324

MCL

® ACORD CORPORATION 1988

1

IMPORTANT

If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

DISCLAIMER

The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.

2

DESCRIPTIONS (Continued from Page 1)

Non-Owned Aviation Policy# 11NOA5916901

Limit of Liability: $25,000,000

INSURER D:

World Wide Transit Policy #OMC3H549425002

Limit of Liability: $15,000,000 per conveyance

Deductible: $10,000 each and every loss

Delay in Start Up: $48,762,000 (W/R/T Milford Wind Corridor Phase I, LLC) or as declared

on a per project basis

Deductible: 20 days each and every loss

Builders Risk and Operational Policy #WI090676

Project Entity: Milford Wind Corridor Phase I, LLC

Construction Property Damage: $352,980,903

Transmission & Distribution Lines Construction Property Damage: $64,231,211

Delay In.Start Up: $48,762,000

Operational Property Damage/Machinery Breakdown: $312,513,886

Transmission & Distribution Lines Operational Property Damage: $64,231,211

Operational Business Interruption: $48,762,000

Project Entity: Windfarm Prattsburgh, LLC

Construction Property Damage: $115,501,320

Delay in Start Up: $20,077,000

Operational Property Damage/Machinery Breakdown: $118,349,000

Operational Business Interruption: $20,077,000

Offsite Property Construction Property Damage and DSU Sublimit: $52,861,660

Project Entity: Evergreen Wind Power V, LLC (Stetson Mountain)

Operational Property Damage/Machinery Breakdown: $114,227,000

Operational Business Interruption: $27,177,000

Deductibles:

Section 4: $75,000 each and every occurrence or series of occurrences per the attached

Section 5: 30 continuous days for Bl and Extra Expense per the attached

Sublimits applicable to policy: see attached

Agents and Lenders are included as Additional Insureds, provided Waiver of Subrogation and Coverage is Primary and Non Contributory with regard to all listed policies as stated in the Third Amended and Restated Secured Promissory Note.

Administrative Agent has been added as sole Loss Payee in accordance with Schedule 6 of the Third Amended and Restated Secured Promissory Note

60 days notice of cancellation or reduction in coverage is provided except for 10 days for nonpayment of premium

3

Schedule 7

Turbine Supply Documents

[Subject to confirmation]

1.Contract for the Sale of Power Generation Equipment and Related Services (2008 SLE Turbines), dated as of the 26th day of September, 2007, between General Electric Company, as Seller, and First Wind Acquisition, LLC, as Buyer, as amended by that 2008 Turbine Sale Agreement Amendment No. 1, dated as of the 29th day of February, 2008. (702737 Rollins)

2.Contract for the Sale of Power Generation Equipment and Related Services (2008 1.5sle Turbines), dated as of June 27, 2006, between First Wind Acquisition, LLC, as Buyer, and General Electric Company, as Seller, as amended by that Notice #: 2007-GE-J3XU5-01 dated as of June 29, 2007, as amended by that External Change Order No. 2, dated as of the 10th day of March, 2008, as amended by that External Change Order No. 3, dated as of the 25th day of June, 2008, as amended by that Change Order No. A, dated as of the 8th day of July, 2008, and as amended by that External Change Order No. 4, dated as of the 26th day of September, 2008. (1-J3XU5 (Stetson II/Oakfield))

3.Contract for the Sale of Power Generation Equipment and Related Services (2008 1.5se Turbines), dated as of June 27, 2006, between First Wind Acquisition, LLC, as Buyer, and General Electric Company, as Seller, as amended by that Notice #: 2007-GE-501001-01 dated as of June 29, 2007, as amended by that External Change Order No. 2, dated as of the 11th day of March, 2008, as amended by that External Change Order No. 3, dated as of the 25th day of June, 2008, as amended by that Change Order No. A, dated as of the 8th day of July, 2008, and as amended by that External Change Order No. 5, dated as of the 13th day of October, 2008 (501001 (Kaheawa II))

4.Contract for the Sale of Power Generation Equipment and Related Services (Ten Unit Project), dated as of June 4, 2007, between First Wind Acquisition, LLC, as Buyer, and General Electric Company, as Seller, as amended by that  Scope Change Order Form 01 dated as of  September 7, 2007, as amended by that 2008 Turbine Sale Agreement Amendment No. 1., dated as of the 29th day of February, 2008, as amended by that External Change Order No. 2, dated as of the 25th day of June, 2008, as amended by that Change Order No. A, dated as of the 8th day of July, 2008, and as amended by that External Change Order No. 3, dated as of the 24th day of September, 2008. (700857 (Rollins/Oakfield))

5.Turbine Purchase Order No. 10 (“TPO No. 10”) dated March 6, 2006 between Exergy Development Group, LLC, as Buyer, and General Electric Company, as Turbine Supplier, as assigned to First Wind Acquisition, LLC pursuant to that certain Assignment and Agreement dated March 6, 2006 between Exergy Development Group, LLC, First Wind Acquisition, LLC (formerly UPC Wind Acquisition, LLC) and General Electric Company, as further amended by that certain First Amendment to Turbine Purchase

Order No. 10 dated as of March 21, 2006, as further amended by that certain Second Amendment to Turbine Purchase Order No. 10 dated as of September 14, 2006, as amended by that Scope Change Order Form 01 dated as of August 14, 2007, as amended by that Scope Change Order Form 02 dated September 7, 2007, and as amended by that Scope Change Order Form 02 – Revision 1 dated September 26, 2007. (Prattsburgh I)

a.Master Turbine Supply Agreement dated June 28, 2004 between Exergy Development Group, LLC, as Buyer, and GE Wind Energy, LLC, as Turbine Supplier (only to the extent it applies to TPO No. 10), as assigned to First Wind Acquisition, LLC pursuant to that certain Assignment and Agreement dated March 6, 2006 between Exergy Development Group, LLC, First Wind Acquisition, LLC (formerly UPC Wind Acquisition, LLC) and General Electric Company. (Prattsburgh I)

6.Master Warranty Agreement, dated June 25, 2004, between Exergy Development Group, LLC, as Buyer, and GE Wind Energy, LLC, as Turbine Supplier (only to the extent it applies to TPO No. 5, No. 6, No. 7, No. 8, No. 10). (Mars Hill and Prattsburgh)

7.Operations and Maintenance Agreement, dated as of February 11, 2005, between General Electric Company, as Operator, and Kaheawa Wind Power, LLC, as Owner. (KWP)

8.Amended and Restated Contract for the Sale of Power Generation Equipment and Related Services (Prattsburgh II), dated as of June 4, 2007, between First Wind Acquisition, LLC, as Buyer, and General Electric Company, as Seller, as amended by that Scope Change Order Form 01 dated as of August 14, 2007, and as amended by that Change Order No. A, dated as of the 8th day of July, 2008. (1-J3XTQ (Oakfield))

9.Turbine Purchase Order No. 10 (“TPO No. 10”) dated March 6, 2006 between Exergy Development Group, LLC, as Buyer, and General Electric Company, as Turbine Supplier, as assigned to First Wind Acquisition, LLC pursuant to that certain Assignment and Agreement dated March 6, 2006 between Exergy Development Group, LLC, First Wind Acquisition, LLC (formerly UPC Wind Acquisition, LLC) and General Electric Company, as further amended by that certain First Amendment to Turbine Purchase Order No. 10 dated as of March 21, 2006, as further amended by that certain Second Amendment to Turbine Purchase Order No. 10 dated as of September 14, 2006, as amended by that Scope Change Order Form 01 dated as of August 14, 2007, as amended by that Scope Change Order Form 02 dated September 7, 2007, and as amended by that Scope Change Order Form 02 – Revision 1 dated September 26, 2007. (Oakfield

10.Master Turbine Supply Agreement dated June 28, 2004 between Exergy Development Group, LLC, as Buyer, and GE Wind Energy, LLC, as Turbine Supplier (only to the extent it applies to TPO No. 10), as assigned to First Wind Acquisition, LLC pursuant to that certain Assignment and Agreement dated March 6, 2006 between Exergy Development Group, LLC, First Wind Acquisition, LLC (formerly UPC Wind Acquisition, LLC) and General Electric Company. (Oakfield)

Schedule 8

Material Liabilities and Assets

Please refer to the financial statements of Borrower as of March 31, 2009 and Schedule [11] to the First Wind Holdings Loan Agreement.

Schedule 9

Top-Up Amount Schedule

[Attached]

Schedule 9 Top Up Schedule

Project

Contract

QP Determination

Vendor

WTG Type

# WTGs

MWs

Contract Price

Holdback Percentage

Holdback Amount

Adjusted Value

Advance Rate

Maximum Debt Capacity

KWP II

702001

QP

GE

1.5 SE

14

21

*****

*****

*****

*****

*****

*****

Oakfield

351-503664 (TPO #10)

QP

GE

1.5 SLE

28

42

*****

*****

*****

*****

*****

*****

Oakfield

1-J3XTQ

QP

GE

1.5 SLE

9

13.5

*****

*****

*****

*****

*****

*****

Oakfield

700857

QP

GE

1.5 SLE

34

51

*****

*****

*****

*****

*****

*****

Stetson II

J3XU5

QP

GE

1.5 SLE

17

25.5

*****

*****

*****

*****

*****

*****

Rollins

351-702737

QP

GE

1.5 SLE

40

60

*****

*****

*****

*****

*****

*****

Total Wind Acq 1

142

213

*****

*****

*****

224,282,543

Steel Winds II

TSA-6

QP

Clipper

C96

6

15

*****

*****

*****

*****

*****

*****

Sheffield

Sheffield

QP

Clipper

C96, C93

16

40

*****

*****

*****

*****

*****

*****

Total Wind Acq IV

22

55

*****

*****

*****

43,063,720

									Less:	Less:	Equals
Appraised Value	Contract Value	“Value”	Holdback Percentage	Holdback Amount	Adjusted Value	Advance Rate	“TMDC(T)”	“TMDC(E)”	“TMDC(T)”	Contributed Equity	Top Up Requireme
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****		*****			224,282,543	224,282,543	224,282,543		—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****		*****			43,063,720	43,063,720	43,063,720	—	—

Current Top Up Cap	*****
JNet Top Up Amount	*****

Schedule 10

Post-Closing Deliverables

1.            Accounts. On or before January 15, 2009, Holdings shall deliver (or cause to be delivered) to the Collateral Agent written evidence that all accounts of Holdings or its subsidiaries currently maintained at Bank of America are either covered by one or more account control agreements in form and substance reasonably satisfactory to the Collateral Agent or that such accounts have been closed and moved to Citibank, N.A. (“Citibank”) and are covered by one or more account control agreements in form and substance similar to the account control agreement(s) (in relation to accounts of Holdings and certain of its subsidiaries) entered into by the Collateral Agent, Holdings and Citibank on or before the Effective Date, or in such other form as the Collateral Agent may approve, providing for the perfection of the Collateral Agent’s security interest in all deposit accounts constituting part of the Collateral under, and subject to, the Amended Documents.

2.            Mortgages. On or before the applicable date set forth in the chart contained in Section 4 below, each Project Company shall deliver (or cause to be delivered) to the Collateral Agent a fully executed (except for the Collateral Agent) Mortgage in favor of the Collateral Agent (each of which mortgage shall be in form and substance suitable for recordation in the applicable jurisdiction), and each such Mortgage shall be recorded, as follows:

(a)

(b)          with respect to each Project, one or more Mortgages shall be recorded on (i) the site(s) on which Turbines will be erected on the earlier to occur of (A) the date of erection of the Turbines thereon and (B) the date specified in the below chart and (ii) the remaining real property rights on or before the date for recording specified in the below chart; provided further that, with respect to the property rights described only in the foregoing clause (ii), none of Holdings or its affiliates shall be obligated to make any payment to any such counterparty (other than covering legal fees, filing fees and other transaction costs in the Borrower’s sole discretion) to induce such counterparty to enter into such security arrangement.

3.             Title Insurance. The Borrower shall deliver to the Agent a copy of any title reports with respect to the interest of Holdings or any applicable Project Company in each project site as soon as reasonably practicable after receipt of the same by the Borrower or the applicable Project Company. On or before (a) December 31, 2008, in connection with the sites on which Turbines are in such types and amounts as may be reasonably required giving due regard for the development stage of the Project and the amount of the obligations secured thereby.

4.             Consents to Assignment. On or before the date set forth in the chart in Section 4 below, each Project Company shall deliver a fully executed (except for the Collateral Agent) Consent (which Consent shall be in form and substance reasonably satisfactory to the Collateral Agent in light of the types of Consents entered into for projects of this type) for each Material Project Document to which such Project Company is a party that is:

(a)          a power purchase, renewable energy credit sales or other revenue agreement,

(b)          an interconnection agreement,

(c)          the Turbine Supply Documents,

(d)          a balance of plant construction agreement,

(e)          a substation transformer purchase agreement, and

(f)           a payment in lieu of taxes agreement;

provided, that (x) the time period set forth in the below chart shall be extended for such additional period as may be reasonably necessary to obtain the signature of the counterparty to such Consent so long as the Project Company is using diligent and commercially reasonable efforts to satisfy this requirement, (y) promptly (but in any event within ten (10) Business Days) after receipt of comments from any such counterparty requesting modifications to the Consent, the Collateral Agent shall respond with counterproposals thereto and (z) notwithstanding any of the foregoing in this Section 2, none of the Project Company nor any of its Affiliates shall be obligated to make any payment to any such counterparty to induce such counterparty to enter into such Consent.

5.             Chart of Time Periods. The following is the chart containing the delivery dates for the deliverables referenced in Sections 2 and 3 above. The deliverables are required in connection with the Financing Agreement (as defined in the Omnibus Agreement) stated in parentheses.

Type of Basic Document, Project and Financing Agreement	Delivery Date
Execution and delivery of the Mortgage(s) for the Stetson II Project (FWA Note)	12/31/08
Execution and delivery of Mortgage(s) for the Rollins Project (FWA Note)	12/31/08
Execution and delivery of Mortgage(s) for the Oakfield Project (FWA Note)	12/31/08
Execution and delivery of Mortgage(s) for the Sheffield Project (WA IV)	2/28/09
Execution and delivery of Mortgage(s) for the Steel Winds II Project (WA IV)	9/15/09
Consents for Sheffield and Steel Winds II (WA IV)	9/15/09
Recordation of Mortgage(s) for Rollins, Oakfield, Stetson II, Sheffield, Steel Winds II (FWA Note)	Prior to erectionof any Turbines at the applicable Project site, or upon an Event of Default at

	Agent’s election
Recordation of any other Mortgage(s) not previously recorded	Upon an Event of Default at Agent’s election
Mortgage for KWP II (FWA Note)	No Mortgage will be given
Consents for Rollins (FWA Note)	N/A
Consents for Stetson II (FWA Note)	N/A
Consents for Oakfield (FWA Note)	N/A
Consents for KWP II (FWA Note)	N/A

Schedule 11

Loan Capacity

[Attached]

Schedule 11 - Loan Capacity

Project	Contract	Vendor	WTG Type	# WTGs	MWs	Maximum Loan Amount
KWP II	702001	GE	1.5 SE	14	21	*****
Oakfield	351-503664 (TPO #10)	GE	1.5 SLE	28	42	*****
Oakfield	1-J3XTQ	GE	1.5 SLE	9	13.5	*****
Oakfield	700857	GE	1.5 SLE	34	51	*****
Stetson II	J3XU5	GE	1.5 SLE	17	25.5	*****
Rollins	351-702737	GE	1.5 SLE	40	60	*****
Total Wind Acq I				142	213	224,282,543
Steel Winds II	TSA-6	Clipper	C96	6	15	*****
Sheffield	Sheffield	Clipper	C96, C93	16	40	*****
Total Wind Acq IV				22	55	43,063,720

EX-10.13

Exhibit 10.13

EXECUTION VERSION

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE

$43,063,720 July 17, 2009

For value received, FIRST WIND ACQUISITION IV, LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of HSH NORDBANK AG, NEW YORK BRANCH (the “Lender” and together with any other lenders added from time to time, the “Lenders”), the aggregate principal amount of FORTY-THREE MILLION SIXTY-THREE THOUSAND SEVEN HUNDRED TWENTY U.S. DOLLARS ($43,063,720) (or such other amount as shall actually be advanced hereunder), together with all accrued and unpaid interest at the Interest Rate (as defined below), on or prior to the Maturity Date (as defined below) pursuant to the provisions of this Second Amended and Restated Secured Promissory Note (this “Note”).

The Borrower promises to pay interest on the outstanding principal amount of each Loan advanced under this Note for the period from and including the date of such advance to but excluding the date such advance shall be repaid in full, at an interest rate per annum equal to LIBOR plus the Applicable Margin (the “Interest Rate”). Any principal not repaid when due shall bear interest from and including the date due to but excluding the date on which such amount is repaid in full at a rate per annum equal to the Default Rate. All accrued and unpaid interest and accrued and unpaid fees hereunder shall be payable on the Maturity Date. Interest shall be calculated on the basis of a year of 360 days for the actual number of days elapsed.

All payments under this Note shall be made in lawful money of the United States, in immediately available funds and without set-off, deduction or counterclaim. Any extension of time for the repayment of the principal outstanding under this Note resulting from the due date falling on a non-Business Day shall be included in the computation of interest.

The Borrower hereby waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note except for such notice as provided herein.

This Note amends and restates in its entirety the Amended and Restated Secured Promissory Note dated December 12, 2008, by the Borrower, in favor of the Lender as amended by that certain Amendment No. 1 to Amended and Restated Secured Promissory Note, dated as of January 22, 2009, as further amended by that certain Amendment No. 2 to Amended and Restated Secured Promissory Note, dated as of February 26, 2009, and as further amended by that certain Amendment No. 3 to Amended and Restated Secured Promissory Note, dated as of April 22, 2009 (the Secured Promissory Note, as so amended, the “Amended and Restated Note”).

1.Definitions and Interpretation.

(a)Definitions.  The terms listed below shall be defined as follows:

“Administrative Agent” shall mean HSH Nordbank AG, acting through its New York branch, in its capacity as administrative agent for the Lenders under this Note.

“Advance Rate” shall have the meaning assigned to such term in Schedule 1 hereto.

“Affiliate” shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or membership or partnership or other ownership interests, by contract or otherwise); provided, that in any event, any Person which owns directly or indirectly 30% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 30% or more of the membership or partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

“Agents” shall mean the Administrative Agent and the Collateral Agent.

“AIMCO Intercreditor Agreement” shall mean that certain intercreditor agreement dated as of the date hereof by and between HSHN and Alberta Investment Management Corporation.

“AIMCO Holdco” shall mean CSSW Holdings, LLC, a Delaware limited liability company.

“AIMCO Issuer” shall mean CSSW, LLC, a Delaware limited liability company.

“Anti-Money Laundering Laws” means any laws or regulations relating to money laundering or terrorist financing, including, without limitation, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA PATRIOT Act); Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; the Financial Record keeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103; and any similar laws or regulations currently in force or hereafter enacted.

“Applicable Margin” shall mean 4.75%.

“Appraisal Procedure” shall have the meaning assigned to such term in Schedule 2.

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“Appraised Value” shall mean, with respect to any Turbine, the result of the most-recently conducted Appraisal Procedure, as set forth in Schedule 2.

“Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate for such day plus 0.75% per annum. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Base Rate Loans” shall mean loans that accrue interest at interest rates based upon the Base Rate.

“Basic Documents” shall mean this Note, the Subordination Agreement, the AIMCO Intercreditor Agreement, the Security Agreements, the Fee Letter, the Guarantees, the Omnibus Agreement and any other document or instrument now existing or hereafter entered into that relates to any extensions of credit at any time made available by the Lenders to the Borrower.

“Borrowing Date” shall mean, in respect of any Loan, the date such Loan is made.

“Borrowing Notice” shall mean a borrowing notice to be delivered by the Borrower to the Administrative Agent, substantially in the form of Exhibit A attached hereto.

“Budget Termination Event” shall mean the occurrence of all of the following: (a)(i) the Release Event or (ii) pursuant to a request by the Borrower, the Administrative Agent has provided written confirmation that the aggregate outstanding amount of Loans under this Note and the FWA Note is equal to or less than $50,000,000; and (b) no Default or Event of Default shall have occurred and be continuing as of such date.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks are authorized or required to close in New York, New York.

“Change of Control” shall mean an event or any series of events by which (a) First Wind Holdings ceases to have the power, directly or indirectly, to vote or direct the voting of membership interests carrying the voting rights to elect the majority of the board of directors of the Borrower or (b) First Wind Holdings ceases to own legally and beneficially at least 50% of the membership or economic interests of the Borrower.

“Clipper” shall mean Clipper Turbine Works, Inc., a Delaware corporation.

“Clipper Fleet Services” shall mean Clipper Fleet Services, Inc., a Delaware corporation.

“COD” shall mean, with respect to any Project, the commercial operation date of such Project, which shall be deemed to occur when at least 90% of the Turbines to be installed at such Project have been installed (with installation and start-up of the remaining Turbines being

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diligently pursued), energized, connected to the grid and otherwise ready to generate electricity for commercial sale, and all such installed Turbines shall have qualified for PTCs.

“Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Collateral” shall mean all assets which are subject or required to become subject to the security interests or liens granted by the Borrower, the Intermediate Holding Companies, Corresponding Project Companies, and such other entities as set forth in Schedule 3, as applicable, under any of the Security Agreements, including, without limitation (a) all right, title and interest of the Borrower and the Project Companies under the Material Project Documents, as set forth on Schedule 5, then in effect with respect to the Projects, (b) the Pledged Equity Interests, and (c) all permits then in effect with respect to the Projects.

“Collateral Agent” shall mean HSH Nordbank AG, acting through its New York branch, in its capacity as collateral agent for the secured parties under the Security Agreements.

“Commitment” shall mean the commitment of the Lender to make Loans to the Borrower under, and on the terms of, this Note up to the aggregate amount of Forty-Three Million Sixty-Three Thousand Seven Hundred Twenty Dollars ($43,063,720).

“Commitment Fee” shall mean an amount equal to one-half percent (0.50%) per annum on the average daily unutilized portion of the Commitment.

“Commodity Hedge/Power Sales Agreement” shall mean any agreement (including each confirmation entered into pursuant to a master agreement or similar agreement) providing for any swap, cap, collar, put, call, floor, future, option, spot, forward or credit sleeve, and any power and/or capacity purchase or sale agreement, power transmission agreement, ancillary services and capacity sales and purchase agreements, renewable energy credit or other environmental attributes sale or purchase agreements, netting agreement or similar agreement entered into in respect of any commodity, or any energy management agreement, in all cases whether settled physically or financially.

“Contract Price” shall mean the price for any Turbine or set of Turbines, as applicable, as set forth under the Defined Contract Price in the Turbine Supply Documents (as such Turbine Supply Documents were in effect on December 31, 2008) for such Turbine or Turbines; provided that upon repayment in full of the Corresponding Term Loans for any Turbine(s), the Contract Price for such Turbine(s) shall equal zero.

“Contributed Equity” shall mean, on any Top-Up Date, for each Turbine, an amount, as shown on the Top-Up Schedule then in effect, equal to the principal prepayments and repayments made since the Effective Date.

“Corresponding Term Loans” shall mean, with respect to any Turbine, the Loans the proceeds of which were used to finance in whole or in part the purchase of such Turbine by the Borrower or the reimbursement of amounts paid to the turbine supplier under the Turbine

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Supply Documents for such Turbine and related services as described in the Turbine Supply Documents.

“Corresponding Project Company” shall mean, with respect to any Turbine financed with Loans under this Note, any Project Company owning a Project at which such Turbine is intended to be or has been installed, as set out on the Top-Up Amount Schedule (as updated from time to time by the Administrative Agent pursuant to the terms and provisions of this Note); provided, that a Project Company shall no longer be a Corresponding Project Company as provided under Section 5(y) or Section 5(z) upon the indefeasible repayment in full of all Corresponding Term Loans (including the principal of and all interest and fees on such Corresponding Term Loans) for all Turbines installed or intended to be installed at such Project and the release of such Corresponding Project Company, such Project and such Turbines from the lien of the Security Agreements in accordance with their terms.

“Default” shall mean any event that with the passage or time or giving notice would result in an Event of Default.

“Default Rate” shall mean, in respect of any amount not paid when due, the rate per annum equal to the sum of the applicable interest rate set forth in Section 2(e)(i) plus two percent (2.00%) per annum; provided, that the Default Rate shall not exceed the maximum rate of interest permitted to be charged in accordance with applicable law.

“Defined Contract Price” shall mean the price assigned to the term “Total Contract Price” in the TPO No. 10 and the term “Contract Price” in the Turbine Supply Documents set forth on Schedule 10, as applicable.

“Documentation” shall have the meaning assigned to such term in Section 3(a)(xiii).

“Dollars” and “$” shall mean lawful money of the United States of America.

“Effective Date” shall have the meaning assigned to such term in Section 3(a).

“Eligible Qualified Projects” shall mean the Projects identified on Schedule 4, as adjusted pursuant to Sections 5(x) and (y).

“Event of Default” shall have the meaning assigned to such term in Section 6 of this Note.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with members of the United States Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by it.

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“Fee Letter” shall mean the fee letter dated as of the date hereof, between the Borrower and the Lender (as amended, modified or supplemented from time to time).

“FEIN” shall have the meaning assigned to such term in Section 3(a)(xiii).

“First Wind Holdings” shall mean First Wind Holdings, LLC, a Delaware limited liability company and the parent of the Borrower (formerly known as UPC Wind Partners LLC).

“First Wind Holdings Loan Agreement” shall mean the Letter of Credit and Reimbursement Agreement, dated as of the date hereof, by and between First Wind Holdings, as borrower and HSHN, as lender, arranger, issuing bank, collateral agent and administrative agent (as amended, modified or supplemented from time to time).

“FWA” shall mean First Wind Acquisition, LLC, a Delaware limited liability company.

“FWA Note” shall mean that certain Fourth Amended and Restated Secured Promissory Note, dated as of the date hereof, between FWA, as borrower, and HSHN, as lender, administrative agent and collateral agent (as amended, modified and supplemented and in effect from time to time).

“GAAP” shall mean generally accepted accounting principles in the United States, consistently applied.

“Governmental Approvals” shall mean (a) any authorizations, consents, approvals, licenses, rulings, permits, tariffs, rates, certifications, filings, variances, orders, judgments, decrees by or with a relevant governmental authority and (b) any required notice to, any declaration of, or with, or any registration by, or with, any relevant governmental authority.

“Governmental Authority” shall mean any national, state, municipal, territorial, or local government, any political subdivision thereof or any other governmental department, commission, board, judicial, public, regulatory or statutory instrumentality, authority, body, agency, bureau or entity, (including any zoning authority, FERC and the New York State Public Service Commission), any of which has the authority to bind a party at law or having jurisdiction over the Borrower, the Project Companies.

“Guarantees” shall mean the Parent Guaranty and the VW Guaranty.

“Holdback Amount” shall mean, with respect to a Turbine or Turbine Supply Document (as applicable), the product of (a) Value therefor and (b) the Holdback Percentage.

“Holdback Percentage” shall mean (a) with respect to the Sheffield Project, 5% and (b) with respect to the Steel Winds II Project, 0%.

“HSHN” shall mean HSH Nordbank AG, New York Branch.

“Indebtedness” of any Person shall mean (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt

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securities or the sale of property of such Person to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property of such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price for any property of such Person; (c) any indebtedness of others secured by a lien or other encumbrance on any property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) all obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person (whether contingent or otherwise); (e) obligations of such Person in respect of surety bonds or similar instruments (whether contingent or otherwise); (f) obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) any property of such Person to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under generally accepted accounting principles applied on a consistent basis (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board) and (g) indebtedness of others as described in clauses (a) through (f) above in any manner guaranteed by such Person or as to which such Person has an obligation substantially the economic equivalent of a guarantee.

“Independent Appraiser” shall mean DAI Management Consultants, Inc., or any other independent and nationally recognized appraiser selected by the Administrative Agent and, unless an Event of Default has occurred and is continuing, approved by the Borrower.

“Independent Engineer” shall mean Garrad Hassan America, Inc., or any other independent and nationally recognized engineer selected by the Majority Lenders and, unless an Event of Default has occurred and is continuing, approved by the Borrower.

“Insurance Consultant” shall mean Moore McNeil, LLC or its successor selected by the Majority Lenders and, unless an Event of Default has occurred and is continuing, approved by the Borrower.

“Interest Payment Date” shall mean the last day of each Interest Period for any Loan.

“Interest Period” shall mean each period commencing on the Borrowing Date and ending on the numerically corresponding day in the succeeding first, second or third calendar month, as the Borrower may select, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i) no Interest Period for any Loan may commence before and end after any date on which the Borrower is obligated to make any payment of principal if, in order to make that payment, the Borrower would be required to pay all or any part of such Loan prior to the last day of that Interest Period and (ii) each Interest Period that would otherwise end on a day that is not a Business Day shall end on the next succeeding Business Day, unless such next succeeding Business Day falls in the next succeeding calendar month, in which case such Interest Period shall end on the next preceding Business Day.

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“Interest Rate Protection Agreement” shall mean any interest rate protection agreement entered into between the Borrower and HSHN.

“Intermediate Holding Companies” shall mean the subsidiaries of First Wind Holdings that directly or indirectly own interests in any Corresponding Project Company.

“LIBO Rate” shall mean, for each LIBO Rate Interest Period, a rate of interest per annum, calculated on the basis of a 360 day year, equal to the simple average (rounded upward, if necessary, to the nearest whole multiple of 1/100 of one percent) of the rates shown on USD-LIBOR setting as published on Reuters / Telerate page 3750 (or any substitute thereof) with respect to the banks in the London interbank market named in the display as at 11:00 a.m. (London, England time) on the second Business Day prior to the first day of the relevant LIBO Rate Interest Period, for a deposit period comparable to the LIBO Rate Interest Period, or if available from the Lenders, the rate per annum equal to the rate quoted by the Lenders for Dollar deposits at or about 10:00 a.m., New York City time, on the Business Day to begin such LIBO Rate Interest Period in the London interbank eurodollar market for delivery on such day for the number of days comprised therein and in an amount comparable to the amount of its LIBO Rate Loan to be outstanding during such LIBO Rate Interest Period.

“LIBO Rate Interest Period” shall mean any of the one, two or three month periods selected by the Borrower from time to time with respect to the LIBO Rate Loans by delivery of a written notice to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, at least three (3) Business Days prior to the commencement of such LIBO Rate Interest Period; provided, however, if the Borrower does not notify the Administrative Agent of the next LIBO Rate Interest Period for any LIBO Rate Loan by the date set forth herein, such LIBO Rate Loan shall automatically continue as a LIBO Rate Loan with the same LIBO Rate Interest Period expiring for such prior LIBO Rate Loan, but no later than the Maturity Date; and, provided, further that (i) each LIBO Rate Interest Period ending on a day other than a Business Day shall end on the next succeeding Business Day unless such next succeeding Business Day occurs in the next following calendar month, in which case such LIBO Rate Interest Period shall end on the next preceding Business Day, and (ii) any LIBO Rate Interest Period that would extend beyond the Maturity Date for such Loan shall end on the relevant Maturity Date.

“LIBO Rate Loans” shall mean Loans that accrue interest at interest rates based upon the LIBO Rate.

“Loan Availability Period” shall mean the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the date of termination of the Commitment.

“Loans” shall mean the loans made to the Borrower by the Lenders evidenced by this Note, collectively or individually, as appropriate.

“Majority Lenders” shall mean any combination of Lenders party to this Note whose collective Proportionate Share is greater than fifty percent (50%).

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“Material Adverse Effect” shall mean any event, condition or occurrence of whatever nature that would result in a material adverse change in (a) the business, results of operations, condition or financial condition of the Borrower, the Corresponding Project Companies taken as a whole, or First Wind Holdings, (b) the ability of the Borrower, each Corresponding Project Company or First Wind Holdings to perform its respective obligations under the Basic Documents to which such entity is a party, or (c) the validity, priority and enforceability of the Lenders’ liens on the Collateral.

“Material Project Documents” shall mean each of the following project documents executed and delivered with respect to a Project: (a) the project documents listed on Schedule 5, (b) any Commodity Hedge Agreement, (c) an interconnection agreement, (d) all necessary real estate documents for the Project, (e) the Turbine Supply Agreements (including the Turbine Supply Agreements assigned and transferred to any Eligible Qualified Project), (f) a warranty agreement for the related Project, (g) a service agreement for the related Project, (h) an operations and maintenance agreement, and (i) any other project documents, in the case of clauses (f), (g), (h) and (i), necessary for the development, construction, ownership and operation of the Project, including any power purchase agreements, balance of plant contracts or equity capital contributions agreements.

“Maturity Date” shall mean June 30, 2010.

“Maximum Debt Capacity” shall mean, on any Top-Up Date, for each Turbine or Turbine Supply Document, an amount, as shown in the Top-Up Schedule, determined in accordance with the following formula:

(Value less Holdback Amount) multiplied by Advance Rate

“Members” shall mean (a) D. E. Shaw MWP Acquisition Holdings, L.L.C., (b) Madison Dearborn Capital Partners IV, L.P., and (c) UPC Wind Partners II, LLC, each in its capacity as a member of First Wind Holdings on the date hereof, including, in all cases, their respective successors and permitted assigns.

“Net Cash Proceeds” shall mean (a) with respect to any Subject Disposition, the aggregate cash proceeds actually received by First Wind Holdings and its subsidiaries pursuant to such Subject Disposition net of (i) the costs relating to such Subject Disposition (including, without limitation, sales commissions, and legal, accounting, investment banking and other professional fees, commissions and expenses), (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Subject Disposition, (iii) taxes paid or reasonably estimated by First Wind Holdings and its subsidiaries to be payable as a result thereof, (iv) amounts required to be applied to the repayment of any Indebtedness secured by a Permitted Lien on the asset subject to such Subject Disposition (including the repayment of corresponding term loans including accrued interest and fees thereon), (v) all money actually applied (or committed to be applied) to repair, replace or reconstruct damaged property or property affected by a casualty event or condemnation, all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, and any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments and (vi) any portion of any such proceeds which First Wind Holdings and its

9

subsidiaries determines in good faith should be reserved for post-closing adjustments and indemnities; and (b) with respect to any debt or equity financing, the aggregate cash proceeds actually received by First Wind Holdings and its subsidiaries pursuant to such debt or equity financing, net of (i) the costs relating to such financing (including sales and underwriter’s commission), (ii) the repayment of corresponding term loans including accrued interest and fees thereon, and (iii) with respect to any financing by a Project Company or its immediate parent company, an amount for (A) a working capital reserve equal to the aggregate budgeted operating expenditures for such Project Company for the next succeeding three (3) months and (B) any reserves required by the terms of contractual limitations under joint ventures with non-Affiliates, tax equity documents or other financing arrangements in respect of such Project Company.

“Net Top-Up Amount” shall mean the net amount of the aggregate Top-Up Amounts for all Turbines (as shown on the Top-Up Schedule then in effect) as of any Top-Up Date.

“Non-Revenue EQP Document” shall mean any contract, agreement, or document relating to the ownership, development, construction, testing, operation, maintenance, repair, insurance, management, administration or use of any of the Eligible Qualified Projects, provided that the following shall not constitute “Non-Revenue EQP Documents” hereunder: (a) the Turbine Supply Documents, (b) any Commodity Hedge/Power Sales Agreement, and (c) any agreement in respect of Indebtedness, including without limitation the First Wind Holdings Loan Agreement and any agreement with respect to the Term Loans.

“Notice of Extension” shall mean the written notice of extension substantially in the form of Exhibit B attached hereto.

“Obligors” shall mean the Borrower, First Wind Holdings, the Intermediate Holding Companies and each Corresponding Project Company.

“OFAC” means the United States Department of Treasury Office of Foreign Assets Control.

“OFAC Laws” means any laws, regulations, and Executive Orders relating to the economic sanctions programs administered by OFAC, including without limitation, the International Emergency Economic Powers Act, 50 U.S.C. sections 1701 et seq.; the Trading with the Enemy Act, 50 App. U.S.C. sections 1 et seq.; and the Office of Foreign Assets Control, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq. (implementing the economic sanctions programs administered by OFAC).

“OFAC SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC.

“OFAC Violation” has the meaning assigned to such term in Section 5(bb)(v) of this Note.

“Original Note” shall have the meaning assigned to such term in the preamble to this Note.

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“Parent Guaranty” shall mean that certain Second Amended and Restated Guaranty dated as of the date hereof, by First Wind Holdings in favor of the Lender (as amended, modified or supplemented from time to time).

“Permitted Indebtedness” shall mean (a) the Loan and other Indebtedness under the Basic Documents; (b) the Indebtedness incurred under any of the Turbine Supply Documents; (c) trade payables or other similar Indebtedness incurred in the ordinary course of business; (d) Indebtedness incurred under the Interest Rate Protection Agreements; (e) intercompany loans to the Borrower by First Wind Holdings, provided in each case that such loans are unsecured and are subordinated in all respects to the Loan hereunder pursuant to an intercreditor agreement that is similar in form and in substance to the Intercreditor Agreement; (f) Indebtedness of the Borrower secured by second liens on Turbines that is at all times subordinated to the Obligations on terms satisfactory to the Administrative Agent in its sole discretion; provided, that subject to the Administrative Agent’s approval, the Borrower may pay current interest thereon on such terms acceptable to the Administrative Agent; (g) the financing of any Eligible Qualified Project hereunder for which the Corresponding Term Loans have been repaid in full and all excess proceeds of such financing, if any, are distributed to First Wind Holdings, deposited in accounts subject to the lien of the Security Agreements, as defined in the Parent Guaranty, and applied in accordance with Section 3(d) thereunder; and (h) other Indebtedness permitted under the Parent Guaranty.

“Permitted Liens” shall mean (a) any liens created pursuant to the Basic Documents or the Material Project Documents; (b) liens imposed by law for taxes that are not yet due or that are being contested in good faith by the Borrower and for which adequate reserves have been set aside therefor or that are secured by a bond reasonably acceptable to the Administrative Agent; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than ninety (90) days and which in the aggregate would not exceed $100,000 or that are being contested in good faith by the Borrower and for which adequate reserves have been set aside therefor or are secured by a bond reasonably acceptable to the Administrative Agent; (d) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (e) cash deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (f) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (g) easements, rights-of-way, restrictions, defects or other exceptions to title or other similar encumbrances incurred in the ordinary course of business which are not incurred to secure Indebtedness or are pre-existing at the time the Borrower or Corresponding Project Company obtains the real property rights associated therewith, and which do not in any case detract from the value of the property subject thereto or interfere with the ordinary conduct of business such that it would have a Material Adverse Effect on the Borrower’s or Corresponding Project Company’s ability to comply with its respective obligations under the Basic Documents or Material Project Document, as applicable, to which it is a party; (h) any liens, easements, zoning restrictions, rights-of-way or similar encumbrances on real property comprising the route

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for the transmission line for any project utilizing the Turbines, and which do not in any case (i) detract from the value of the property subject thereto or (ii) interfere with the ordinary conduct of the Borrower’s business, in either case (i) or (ii), such that it would have a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party; (i) any other liens, easements, zoning restrictions, rights-of-way or similar encumbrances on real property imposed by law or arising in the ordinary course of business but that would not have a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party; (j) liens arising out of judgments or awards that do not otherwise constitute an Event of Default so long as an appeal or proceeding to review is being prosecuted in good faith and for the payment of which adequate reserves have been set aside or are secured by a bond reasonably acceptable to the Administrative Agent; (k) liens junior to the liens created under the Security Agreements that are granted to HSHN, in its capacity as Collateral Agent; and (1) liens on the Turbines in connection with Indebtedness described in clause (f) of the definition of “Permitted Indebtedness” that are at all times subordinated to the liens created under the Security Agreements on terms reasonably satisfactory to the Administrative Agent.

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

“Pledged Equity Interests” shall mean all of the issued and outstanding membership interests of First Wind Holdings in the Borrower, and the issued and outstanding membership interests subject to the pledge agreements set forth on Schedule 3.

“Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as Lender’s prime rate with respect to extensions of credit made by it in the United States, each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Project” shall mean each project listed on Part II of Schedule 4.

“Project Company” shall mean, collectively or individually, depending on the context, the single-purpose companies listed on Schedule 4, formed and owned, directly or indirectly, by the Borrower for the development, financing, construction, acquisition, ownership, operation and/or maintenance of a Project.

“Project Review” shall have the meaning assigned to such term in Section 5(x).

“Proportionate Share” shall mean, with respect to any Lender, the percentage of the outstanding Loans payable to such Lender plus the unused Commitments of such Lender to the aggregate of the outstanding Loans plus the unused Commitments.

“Prudent Utility Practices” shall mean those practices, methods, equipment, specifications and standards of safety and performance, of which there may be more than one, and as the same may change from time to time, as are generally used by privately owned wind generated electric power generation facilities, which in the exercise of reasonable judgment and

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in light of the facts known at the time the decision was made, are considered good, safe and prudent practices utilized in connection with the design, construction, operation, maintenance, repair and use of wind generation electrical and other equipment, facilities and improvements of such wind generated electric power generation facilities, and are in accordance with applicable law and generally accepted national standards of professional care, skill, diligence and competence applicable to such practices, with commensurate standards of safety, performance, dependability and efficiency.

“PTC” shall mean a renewable electricity production tax credit provided for within the meaning of Section 45 of the Code or any successor to such section.

“PTC Expiration Date” shall have the meaning assigned to such term in Section 5(x).

“Qualified Project” shall have the meaning assigned to such term in Section 5(x).

“Quarterly Date” shall mean the last Business Day of each calendar quarter.

“Reduced Advance Rate” shall have the meaning assigned to such term in Schedule 1.

“Release Event” means the occurrence of all of the following: (i) the closing of a Subject Disposition or one or more equity or debt (junior to the Lenders, as applicable to the borrowing entity, in all respects) financings resulting in Net Cash Proceeds of $75,000,000 or more in the aggregate for all such transactions; provided, that all Net Cash Proceeds of such Subject Disposition, project financing, or equity or junior debt financing are (x) received by First Wind Holdings, and (y) deposited into accounts of First Wind Holdings, subject to the liens granted by the security agreements in respect of the First Wind Holdings Loan Agreement; (ii) the Administrative Agent shall have received a repayment in respect of outstanding Corresponding Term Loans under the FWA Note in an amount equal to $41,000,000 (which amount shall be reduced on a pro rata basis in accordance with any repayment(s) of Corresponding Term Loans thereunder (relative to the amount of the Term Loan Commitment as of the Effective Date) that are received by the Administrative Agent subsequent to the Effective Date thereof), upon which repayment of the portion of the Term Loan Commitment shall be terminated pursuant to Section 2(c).

“Security Agreements” shall mean the security agreements identified in Schedule 3 hereto.

“Sheffield Project” shall have the meaning assigned to such term in Schedule 4 hereto.

“Steel Winds II Project” shall have the meaning assigned to such term in Schedule 4 hereto.

“Subject Disposition” shall mean the sale, assignment, lease or other transfer or disposition of all or substantially all of the assets of a Project for value except that none of the

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following shall constitute a Subject Disposition: (a) any sale, assignment, lease or other transfer or disposition of assets to First Wind Holdings or its subsidiaries, and (b) any sale or other transfer or disposition by way of casualty, loss, damage, destruction or other similar loss or any taking by a Governmental Authority for public or quasi-public use under the power of eminent domain, by reason of public improvement or condemnation or in any other manner that displaces the owner of such assets.

“Subordination Agreement” shall mean that certain Subordination Agreement, dated as of June 30, 2006, between the Lender and First Wind Holdings.

“Term Loan Maturity Date” shall mean June 30, 2010.

“TMDCE” shall mean the total Maximum Debt Capacity for all Turbine Supply Documents as of the Effective Date.

“TMDCT” shall mean, with respect to a Top-Up Date, the total Maximum Debt Capacity for all Turbine Supply Documents as of such Top-Up Date.

“Top-Up Amount” shall mean an amount equal to:

TMDCEless TMDCT less the Contributed Equity.

“Top-Up Cap” shall mean, on each Quarterly Date, $20,000,000 (it being understood that the Top-Up Cap shall be applied for all applicable calculations in respect of this Note and the FWA Note in the aggregate).

“Top-Up Date” shall mean each Quarterly Date after the Effective Date.

“Top-Up Schedule” shall mean a schedule indicating for each Turbine financed under this Note and the FWA Note, listed by Turbine Supply Document, (i) the relevant Turbine Supply Document for each Turbine, (ii) the corresponding Eligible Qualified Project to which such Turbine is dedicated, (iii) whether such Eligible Qualified Project is a Qualified Project, (iv) the Contract Price for such Turbine, (v) the most recent Appraised Value of such Turbine, (vi) the then current Advance Rate or Reduced Advance Rate, as applicable, (vii) the Maximum Debt Capacity, (viii) the Contributed Equity, and (ix) the Top-Up Amount. The Top-Up Amount for each Turbine shall be aggregated and netted together to calculate the Net Top-Up Amount to determine whether the Top-Up Cap applies on any given Top-Up Date.

“Transfer” shall mean any transfer, sale, lease, assignment, option, grant or similar arrangement, whether effected directly or indirectly, by which ownership, title or control of any Turbine, or of any rights or interests in or under any Turbine Supply Document, is transferred, conveyed or assigned by the Borrower or any Project Company, as applicable, including any agreement for any future or conditional transfer, conveyance or assignment, to any other Person (including any Affiliate of the Borrower or such Project Company).

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“Turbines” shall mean the wind turbine generators and related equipment purchased or to be purchased under the Turbine Supply Documents and financed with Loans under this Note.

“Turbine Supply Documents” shall mean, collectively or individually, the documents as set out in Schedule 10 hereto.

“Type” shall mean LIBO Rate Loans or Base Rate Loans, as applicable, each of which constitutes a Type of Loans.

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001), as amended.

“Value” shall mean, with respect to a Turbine or Turbine Supply Document, the lower of the Appraised Value and the Contract Price therefor.

“Vermont Wind” shall mean Vermont Wind Partners, LLC, a Delaware limited liability company.

“VW Guaranty” shall mean that certain Amended and Restated Guaranty and Security Agreement, dated as of December 12, 2008, between Vermont Wind, LLC, and the Collateral Agent.

“Withholding Certificate (Effectively Connected)” shall have the meaning assigned to such term in Section 2(k).

“Withholding Certificate (Portfolio Interest)” shall have the meaning assigned to such term in Section 2(k).

“Withholding Certificate (Treaty)” shall have the meaning assigned to such term in Section 2(k).

(b)Certain Rules of Interpretation.

In this Note, unless otherwise indicated, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to statutes or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed in each instance by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Note; references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, extensions and other modifications to such agreements or instruments (without, however, limiting any prohibition on any such amendments, extensions and other modifications by the terms of this Note); and references to Persons include their respective successors and permitted assigns and, in

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the case of any government authorities, Persons succeeding to their respective functions and capacities.

2.Commitment; Repayment; Prepayment.

(a)Loans.  The Lenders agree to make one or more Loans to the Borrower at any time during the Loan Availability Period in accordance with the terms of this Note, subject to the satisfaction or waiver of the conditions precedent set forth in Section 3, up to an aggregate principal amount equal to the Loan Commitment. Subject to the foregoing:

(i)for any borrowing, the amount of such borrowing shall equal the product of (A) the Turbine Supply Document installment to be paid with such Term Loan and (B) the percentage equal to the Advance Rate for such Turbine;

(ii)[Reserved]; and

(iii)Immediately after any borrowing, the principal amount of the Corresponding Term Loans for a Project shall not exceed the portion of the Commitment that corresponds to such Project as set forth on the attached Schedule 13; provided that upon any permitted reallocation of the Turbines hereunder, the portion of the Commitment that corresponds to such reallocated Turbines shall automatically and concurrently transfer to the Project to which the Turbines have been reallocated.

(b)Reborrowings.  Amounts repaid under this Note may not be reborrowed, except, subject to the satisfaction or waiver of the conditions precedent set forth in Section 3, the Borrower shall be entitled to reborrow, on any Top-Up Date, Loans in the amount equal to the Net Top-Up Amount if such amount is negative; provided, that any amounts repaid under Section 2(i)(i) may not be reborrowed. Notwithstanding the provisions of Section 5(a), the proceeds of such reborrowed loans may be distributed by the Borrower to First Wind Holdings on that Borrowing Date for further application in accordance with Section 3(d) of the Parent Guaranty, as applicable. Notwithstanding any of the foregoing, any reborrowing under this Section 2(b) shall be subject to Section 2(a) (but excluding clauses (i) and (ii) thereof).

(c)Change in Commitment.

(i)The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Commitment at any time upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof) of each such termination or reduction, which notice shall specify the effective date of such termination or reduction and the amount of any such reduction, and shall be irrevocable and effective only upon receipt by the Administrative Agent; provided that, in order to change the Commitment under this Section 2(c)(i), the Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that it holds sufficient liquidity to perform all of its remaining obligations under each Basic Document and each Turbine Supply Document to which it is a party, or that the Members have provided an equity funding commitment, reasonably satisfactory to the Administrative Agent, to cover any such liquidity shortfall. The portion of the Commitment, once terminated or reduced under this Section 2(c)(i), may not be reinstated.

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(ii)Except for the Borrower’s rights under Section 2(b), concurrently with the repayment in full of the Corresponding Term Loans (including all accrued interest and fees) for any Project hereunder, the portion of the Commitment that corresponds to such Project shall automatically be cancelled. The portion of the Commitment, once terminated or reduced under this Section 2(c)(ii), may not be reinstated.

(d)Fees.  The Borrower shall pay to the Administrative Agent for the account of the Arranger the bank fees as required pursuant to the Fee Letter. The Administrative Agent shall provide the Borrower with a notice setting out the amount of any fees and interest to be paid (together, in the case of interest, with a calculation of the derivation of such amount promptly after the relevant LIBO Rate is determined) prior to the relevant Interest Payment Date on which such payment is to be made. The Commitment Fee shall be (i) paid in arrears by the Borrower to the Administrative Agent for the account of each Lender pro rata, on each Quarterly Date during the Loan Availability Period and on the Maturity Date, as applicable, and (ii) calculated on the basis of a year of 360 days for the actual number of days elapsed.

(e)Interest.

(i)The Borrower shall pay to the Administrative Agent for the account of the Lenders interest on the unpaid balance of all Loans until the Maturity Date, at the following rate per annum (x) the LIBO Rate (as in effect from time to time) plus the Applicable Margin, or (y) the Base Rate plus the Applicable Margin. Interest with respect to LIBO Rate Loans shall be payable on the basis of a year of 360 days for the actual number of days elapsed and interest with respect to Base Rate Loans shall be payable on the basis of a year of 365 days for the actual number of days elapsed. Following the receipt of notice from the Administrative Agent of the occurrence of an Event of Default and as long as such Event of Default is continuing, the interest payable by the Borrower on all Loans then outstanding will be equal to the Default Rate.

(ii)All interest accrued pursuant to Section 2(e)(i) shall be due and payable to the Administrative Agent for the account of the Lenders as follows: (A) with respect to the LIBO Rate Loans: (i) at the end of each LIBO Rate Interest Period and (ii) on the Maturity Date, and (B) with respect to the Base Rate Loans: (i) on each Quarterly Date and (ii) on the Maturity Date.

(iii)The Borrower shall have the right, upon delivery of a three (3) Business Days’ prior written notice thereof to the Lender, to convert Loans of one Type into Loans of another Type or to continue Loans of the same Type, subject to Section 2(f), provided, however, that, upon the occurrence and during the continuance of an Event of Default, the Lender may suspend the Borrower’s right to borrow any LIBO Rate Loans, to convert any Base Rate Loan into a LIBO Rate Loan and/or to continue any LIBO Rate Loans, and all LIBO Rate Loans then outstanding shall be automatically converted (on the last day of each respective LIBO Rate Interest Period) into Base Rate Loans.

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(f)Yield Protection.

(i)If, on or before the first day of any LIBO Rate Interest Period for any LIBO Rate Loan, any Lender determines that (A) the LIBO Rate for such LIBO Rate Interest Period cannot be adequately and reasonably determined due to the unavailability of funds in, or other circumstances affecting, the London interbank market, (B) the LIBO Rate for such Loans does not adequately and fairly reflect the cost of making or maintaining the Loans to such Lender, or (C) deposits in Dollars in the London interbank market are not available to such Lender in the ordinary course of business in sufficient amounts to make such LIBO Rate Loans, then, upon the delivery of a written notice describing such conditions to the Borrower, the Borrower shall convert such Loans held by such Lender to Base Rate Loans on the last day of the then current LIBO Rate Interest Period.

(ii)If, after the date of this Note, the adoption or change in any applicable law or a change in the application or requirements thereof (whether such change occurs in accordance with the terms of such applicable law or as a result of an amendment) makes it illegal or unlawful for any Lender to make or maintain any LIBO Rate Loan, then, upon the delivery of a written notice describing such conditions to the Borrower, (A) the Borrower’s right to request, and such Lender’s obligation to make, any LIBO Rate Loans shall be suspended for as long as such condition remains in effect, and (B) in the event such Lender notifies the Borrower that such Lender may not lawfully continue to fund and maintain such LIBO Rate Loans, the Borrower shall, at the request of such Lender, at the end of the then current LIBO Rate Interest Period, convert such Loans into Base Rate Loans.

(iii)If, after the date of this Note, any change in laws applicable to any Lender (A) subjects such Lender to any tax, duty or other charges with respect to Loans or changes the basis of taxation with respect to repayment of the Loans (other than taxes, duties or other charges or changes in the basis of taxation on the overall net income of such Lender), (B) imposes any additional reserve, special deposit or other similar requirements for reserves held by the Lender with respect to the Loans (without duplication of any requirement under Section 2(f)(iii)(C)), (C) affects the amount of capital required to be maintained by such Lender with respect to the Loans or Commitments, or (D) otherwise increases the cost to such Lender of making, renewing and maintaining any Loan or any Commitment, then the Borrower shall, from time to time, upon demand of such Lender (accompanied by a certificate from such Lender setting forth in reasonable detail the incurred costs), absent manifest error, pay to such Lender additional amounts sufficient to reimburse or compensate such Lender for such additional costs.

(g)Maturity Date.  The aggregate outstanding principal amount of the Loan hereunder shall be due and payable on the Maturity Date and shall accrue interest as set forth in this Note.

(h)Borrowing Notice.  To request a Loan, the Borrower shall submit a completed Borrowing Notice and all documents required as conditions precedent pursuant to Section 3 hereof by 12:00 noon New York time at least two (2) Business Days prior to the requested date of borrowing of such Loan, unless a shorter period is otherwise agreed by the Administrative Agent.

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(i)Prepayments.

(i)Optional Prepayments.  The Borrower shall have the right to make optional prepayments of the outstanding principal of the Loan at any time and in any amount to the Administrative Agent for the account of each Lender; provided, that the Borrower shall give the Administrative Agent irrevocable notice of any such optional prepayment by 12:00 noon New York time on the Business Day prior to the date of such proposed prepayment (which date shall be a Business Day); provided, further, that if such date specified in such notice as the prepayment date is not the Interest Payment Date for any such LIBO Rate Loans to be prepaid, the Borrower shall be obligated to pay any and all breakage fees or costs incurred by the Administrative Agent in connection with any such optional prepayment upon receiving a demand from the Administrative Agent (accompanied by a certificate from the Administrative Agent setting forth in reasonable detail such breakage fees and costs), which shall be conclusive absent manifest error. Prepayments made pursuant to this Section 2(i)(i) shall be applied first, to accrued and uncapitalized fees with respect to the Loan, second, to accrued and uncapitalized interest with respect to the Loan, and last, to the outstanding principal amount of the Loan otherwise payable on the Maturity Date. The principal amounts prepaid under this Section 2(i)(i) may not be reborrowed.

(ii)Mandatory Prepayments.

(A)[Reserved.]

(B)Quarterly Top Up.  Within five (5) Business Days after each Top-Up Date occurring on or after December 15, 2009, the Borrower shall prepay Loans in an amount equal to the portion of the Net Top-Up Amount (if such amount is positive) as of such Top-Up Date. The Top-Up Schedule shall be delivered to the Administrative Agent five (5) Business Days prior to the Top-Up Date. The amount of any prepayment pursuant to this Section 2.2(i)(ii)(A) shall be allocated to the respective Corresponding Term Loans for the relevant Turbines unless the total amount of such prepayments being made such date is less than the Net Top-Up Amount, in which case the amount of such prepayment shall be applied to the outstanding Corresponding Term Loans in such manner as the Administrative Agent, in its sole discretion, may determine. The Administrative Agent shall give the Borrower prompt notice of how each prepayment under this Section 2.2(i)(ii)(A) was applied to the outstanding Corresponding Term Loans in respect of each Turbine.

(C)Turbine Transfers.  In the event that any Turbine is Transferred or erected at any Project, the Corresponding Term Loans applicable to such Turbine shall become immediately due and payable, together with all interest and fees thereon.

(D)Application of Payments.  Prepayments made pursuant to this Section 2(i)(ii) shall be applied first, to accrued and unpaid interest with respect to the applicable Loan, and second, to the outstanding principal amount of the applicable Loan otherwise payable on the Maturity Date. For the avoidance of doubt, proceeds of any financing in connection with Turbines supplied under the Turbine Supply Documents shall be used to prepay the Loans under this Section 2(i)(ii).

(j)Scheduling of Payments.  The Borrower authorizes the Administrative Agent to record the date and amount of the Loans made by each Lender and of each repayment

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or prepayment of principal thereunder, and the Borrower agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of manifest error. No failure to make any such notations, nor any errors in making any such notations, shall affect the validity of the Borrower’s obligations to repay the full unpaid principal amount of the Loan.

(k)Withholding Certificates.  The Administrative Agent, on the date hereof, and each Lender, upon becoming a Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Agreement), agrees that it will deliver, as soon as commercially practicable, to the Borrower and the Administrative Agent (and the Administrative Agent agrees that it will deliver to the Borrower)(i) in the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of the Code), a copy of a United States Internal Revenue Service Form W 9; or (iii) in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that the Administrative Agent or Lender is entitled to receive payments under this Note without deduction or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to the Borrower and to the Administrative Agent further copies of said letter and Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Note and the other Basic Documents without deduction or withholding of any United States federal income or withholding taxes, unless in any such cases an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income or withholding tax. In the event that any Lender fails or is unable to satisfy the provisions of this Section 2(k), the Borrower, the Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the manner provided in Section 10 hereof.

(l)Extension of Interest Periods.  Upon the expiration of an Interest Period on any Loan, the Borrower may extend such Interest Period by giving the Lender an irrevocable

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Notice of Extension at least three (3) Business Days prior to such extension, which shall include an option to elect a different Interest Period duration. If the Borrower fails to give timely notice of an election to continue such Loan, such Loan shall be continued automatically for an Interest Period of one (1) month’s duration at the end of the applicable Interest Period with respect thereto. Notwithstanding any other provision of this Note, the Borrower shall not be entitled to request, or elect to continue, any Loan if the Interest Period requested would end after the Maturity Date.

3.Conditions Precedent.

(a)Effective Date.  This Note shall be effective and shall supersede the Amended and Restated Note on and from the date, not later than July 17, 2009, on which each of the following conditions precedent are satisfied by the Borrower (or waived by the Administrative Agent and the Majority Lenders), and in the case of any documents, schedules or certificates described below, are delivered in form and substance reasonably satisfactory to the Agents and the Majority Lenders (the “Effective Date”):

(i)receipt by the Administrative Agent of this Note, which shall be duly authorized, executed and delivered by the Borrower;

(ii)receipt by the Administrative Agent of certificates signed by authorized officers of each Obligor, attaching the certificates of formation, other organizational documents, good standing certificates and incumbency certificates, each as in effect on the Effective Date, or certifying whether and how the certificates of formation, organizational documents and incumbency certificates have changed since those delivered on December 12, 2008 and resolutions regarding the authorization, execution and delivery of each Basic Document to which such Person is a party;

(iii)receipt by the Administrative Agent of all Collateral listed on Schedule 3;

(iv)except to the extent previously delivered and received, receipt by the Administrative Agent of (i) the Basic Documents and (ii) executed copies of each Turbine Supply Document, certified by the Borrower as true, correct and complete in all material respects and in form and substance reasonably satisfactory to the Administrative Agent and the Lenders;

(v)receipt by the Administrative Agent of opinions of counsel to the Borrower, AIMCO Issuer, AIMCO Holdco and each Person that shall become an Obligor as of the Effective Date in such form and addressing such matters as the Administrative Agent may reasonably request;

(vi)each representation and warranty set forth in Section 4 shall be true and correct in all material respects as of the Effective Date (or if such representation and warranty relates solely to an earlier date, as of such date);

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(vii)creation and perfection of all security interests in, pledges of and liens with respect to the Collateral required to be delivered as of the Effective Date, which shall have attached and shall constitute valid and enforceable first-priority liens on the Collateral (subject to Permitted Liens);

(viii)receipt by the Administrative Agent of evidence reasonably satisfactory to it that all financing statements and other instruments or documents necessary to be filed in accordance with the Security Agreements have been filed or will be filed in connection with the funding of the Loans;

(ix)the Administrative Agent shall have received UCC search reports of a recent date before the Effective Date with respect to each Person that shall become an Obligor as of the Effective Date, satisfactory to it, for each of the jurisdictions in which the UCC financing statements are intended to be filed in respect of the Collateral;

(x)The Administrative Agent shall have received litigation and docket search reports of a recent date before the Effective Date, satisfactory to the Administrative Agent and the Lenders with respect to each Person that shall become an Obligor as of the Effective Date, for each of the jurisdictions in which such Obligor has a main place of business;

(xi)receipt by the Administrative Agent of the most recently available unaudited financial statements (to include a balance sheet and an income and expense statement) of the Borrower dated as of March 31, 2009, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and certified by an authorized officer of the Borrower that such financial statements fairly present, in all material respects, the financial position of the Borrower as at the date thereof;

(xii)the fees described in Section 2(d) that are due and payable on the Effective Date shall have been paid to HSHN on or prior to the Effective Date, in full, in immediately available funds;

(xiii)in order for HSHN to comply with the requirements under Title III of the USA Patriot Act, each Person that shall become an Obligor as of the Effective Date shall provide to the Administrative Agent certain information or supporting documentation (collectively, “Documentation”) requested by the Administrative Agent as of the Effective Date. HSHN shall, as required by the USA Patriot Act, verify and record any Documentation provided by such Obligor to validate such Obligor’s identity. Documentation that may be requested from such Obligor may include, but is not limited to, a Federal Employer Identification Number (“FEIN”), a certificate of good standing to validate such Obligor’s corporate existence, a certificate of incumbency to authenticate the management of such Obligor, and other government issued certified documents to validate such Obligor’s authorization to conduct business;

(xiv)no Default or Event of Default shall have occurred and be continuing; and

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(xv)the Agents and the Lenders shall have been reimbursed for the reasonable out-of-pocket costs, expenses and charges due and payable pursuant to Section 7(a) to the extent previously invoiced.

(b)Loans.  The obligation of the Lenders to make any disbursements under this Note is subject to the satisfaction by the Borrower, or waiver by the Administrative Agent and the Majority Lenders, of each of the following conditions precedent on or before each Borrowing Date, in the case of any documents, schedules or certificates described below, in form and substance reasonably satisfactory to the Agents and the Majority Lenders:

(i)receipt by the Administrative Agent of a Borrowing Notice for each such advance duly executed and delivered by the Borrower;

(ii)Both immediately prior to the making of any Loan and also immediately after giving effect to the intended use of such Loan the conditions of Section 2(a) have been satisfied;

(iii)that, immediately after giving effect to, and to the intended use of, such advance: (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties made by the Borrower in this Note and the other Basic Documents in effect as of the date of such advance are true and complete in all material respects on and as of the date of such advance with the same force and effect as if made on and as of that date (unless expressly stated to have been made as of an earlier date);

(iv)each Basic Document and each Turbine Supply Document delivered pursuant to this Section 3(b) to which the Borrower or any Corresponding Project Company is a party shall be in full force and effect and shall constitute a legally valid and binding obligation of the Borrower and each Corresponding Project Company, enforceable against such Persons in accordance with its respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and the application of general principles of equity;

(v)no Material Adverse Effect shall have occurred and be continuing since the date of this Note;

(vi)the Agents and the Lenders shall have been reimbursed for the reasonable out-of-pocket costs, expenses and charges due and payable pursuant to Section 7(a); and

(vii)insurance complying with the requirements of Schedule 6 shall be in full force and effect and the Administrative Agent shall have received certified copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer), in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

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4.Representations.

The Borrower represents and warrants to the Administrative Agent and each Lender as of the date hereof that:

(a)It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to carry on its business as now conducted. It has all requisite limited liability company power and authority to (i) execute and deliver each Basic Document and each Turbine Supply Document to which it is a party, (ii) grant to the Collateral Agent on behalf of the Lenders a first-priority security interest in the Collateral (subject to the Permitted Liens), and (iii) perform all of its obligations under each Basic Document and each Turbine Supply Document to which it is a party.

(b)The execution and delivery by it of each Basic Document and of each Turbine Supply Document to which it is a party and the performance by it of all of its obligations hereunder and thereunder: (i) will not violate or be in conflict with any term or provision of (A) any applicable law (including, without limitation, any applicable usury or similar laws), or (B) any judgment, order, writ, injunction, decree or consent of any court or other judicial authority applicable to it or its property; (ii) will not violate, be in conflict or inconsistent with, result in a breach of, or constitute a default (with or without the giving of notice or the passage of time or both) under, any term or provision of any document, agreement or instrument to which it is a party, such that there would be a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party; and (iii) except as specifically contemplated by the Basic Documents or the Turbine Supply Documents, will not result in the creation or imposition of any lien upon any of the assets and properties of the Borrower or any other Obligor.

(c)Each of the Basic Documents and the Turbine Supply Documents to which the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its respective terms and provisions, except as such enforceability may be affected by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally and the application of general principles of equity. Each such Basic Document and the Turbine Supply Document has been duly authorized, executed and delivered by the Borrower.

(d)No consent, approval or authorization of, or registration, declaration or filing with, any governmental authority or any other Person is required for the due and valid execution, delivery and performance by the Borrower of the Basic Documents and the Turbine Supply Documents to which it is a party, other than those consents, approvals or authorizations of, or registrations, declarations or filings with, such governmental authorities or such other Persons that have been made or obtained on or prior to the Original Effective Date or that is not required on or prior to the Original Effective Date.

(e)There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Corresponding Project Company that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The

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Borrower is not in default with respect to any judgment, order, writ, injunction, decree or consent of any court or other judicial authority applicable to it or its property that would result in a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party.

(f)It has filed, or has caused to be filed on behalf of itself, all federal, state and local tax returns that it is required to file, and has paid, or has caused to be paid, all taxes that it is required to pay to the extent due or, to the extent not so paid, has established adequate reserves for the payment thereof as required by GAAP.

(g)The financial statements delivered by the Borrower pursuant to Section 3(a)(xi) fairly present, in all material respects, its respective financial position, as of the date thereof.

(h)Neither the Borrower nor any Corresponding Project Company has conducted any business other than (i) the business contemplated by the Basic Documents and the Turbine Supply Documents, (ii) the entrance into and performance of its obligations under this Note and the Interest Rate Protection Agreements and (iii) the performance of the activities contemplated by Section 5(a). Neither the Borrower nor any Corresponding Project Company has any Indebtedness other than Permitted Indebtedness. All material liabilities and assets of the Borrower are set forth on Schedule 9 and it is not a party to nor bound by any material contract other than the Basic Documents and the Turbine Supply Documents.

(i)It has good title to all of its real property and good title to all of its personal property and assets except to the extent there would be no Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is a party, and none of its assets or properties is subject to any liens or other encumbrances, other than Permitted Liens.

(j)All of the Turbine Supply Documents in effect as of the Effective Date are set forth on Schedule 10.

(k)It is in compliance with all applicable laws, except to the extent that any non-compliance would not result in a Material Adverse Effect. To the Borrower’s knowledge, there are no facts or circumstances that could reasonably be expected to constitute a material violation of any applicable environmental law, or give rise to any material claim, thereunder with respect to the Borrower or the Turbines that could reasonably be expected to have a Material Adverse Effect.

(1)Neither the Borrower nor any Corresponding Project Company is in violation of any environmental law with respect to the relevant proposed project site for which the Turbines may be delivered or has any liability under applicable environmental law with respect to such relevant project site that in each case could reasonably be expected to have a Material Adverse Effect. There are no claims or investigations pending, or to the Borrower’s knowledge, threatened by any Governmental Authority of or against the Borrower and/or any Corresponding Project Company under any applicable environmental law that could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, none of the

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Borrower and/or any Corresponding Project Company or any subcontractor of any such Person has used, released, discharged, generated, manufactured, stored or disposed of any hazardous substances in, on or under the relevant proposed project site for which the Turbines may be delivered that that could reasonably be expected to have a Material Adverse Effect.

(m)Neither the Borrower nor any Corresponding Project Company is subject to regulation under the Employee Retirement Income Security Act of 1974, as amended.

(n)The Borrower is not an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended.

(o)To its knowledge, it has provided to the Administrative Agent no written information in respect of this Note or any other Basic Document, which contains a material misstatement of fact or that omits to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each case when such information is taken as a whole; provided, that with respect to projected financial information (the “Projections”), the Borrower represents only that such information was prepared in good faith based upon reasonable assumptions at the time the Projections were prepared and delivered to the Administrative Agent and the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections.

(p)Neither the Borrower nor First Wind Holdings: (i) has admitted in writing its inability to pay its debts as its debts become due; (ii) has made an assignment for the benefit of creditors, or petitioned or applied to any tribunal for the appointment of a custodian, receiver or trustee for its or a substantial part of its assets; (iii) has commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation; (iv) has had any such petition filed, or any such proceeding commenced against it, in which an adjudication is made or order for relief is entered or which remains undismissed for a period of sixty (60) days; (v) has had a receiver, custodian or trustee appointed for all or a substantial part of its property; or (vi) has taken any action effectuating, approving or consenting to any of the events described in clauses (i) through (v).

(q)The Borrower is a direct, wholly-owned subsidiary of First Wind Holdings. The Borrower has no Subsidiaries.

(r)All policies of insurance held currently by the Borrower are set forth in Schedule 6, and are in full force and effect; all premiums due thereon have been paid and, except with respect to policies that have been replaced with other policies in compliance with this Note, no notice from any insurer or its representative as to any cancellation or reduction or other change in coverage has been received by the Borrower or any Corresponding Project Company.

(s)No Default or Event of Default has occurred and is continuing.

(t) Subject to Schedule 12, each lien created and perfected under the Collateral Documents in favor of the Collateral Agent, on behalf of the Lenders, is and has been

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perfected as of each date this representation is made or deemed made and shall constitute a valid and enforceable first-priority lien on the Collateral that is subject to such lien (subject to Permitted Liens). All filings and recordings, re-filings or re-recordings necessary to perfect and maintain the perfection and priority of the interest, title or liens of the Collateral Agent (acting on behalf of the Lenders), subject to Permitted Liens, have been made as required by the Basic Documents.

(u)The representations and warranties of the Borrower and each Corresponding Project Company contained in the Basic Documents and the Turbine Supply Documents to which each such Person is a party other than this Note are, as of the time made or deemed made thereunder, true and correct in all material respects.

(v)No event, condition or occurrence of whatever nature has occurred that would constitute a Material Adverse Effect since the Effective Date.

(w)Neither Borrower, nor, to the Borrower’s knowledge, any persons or entities holding any legal or beneficial interest whatsoever in Borrower (whether directly or indirectly) (i) appear on the OFAC SDN List; (ii) are included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List; or (iii) have conducted business with or engaged in any transaction with any person or entity named on any of the OFAC SDN List or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List.

5.Covenants.  The Borrower hereby covenants and agrees that until the Commitments have been terminated and all of the Loans have been paid and performed in full, the Borrower shall, unless the Administrative Agent (at the direction of the Majority Lenders) waives compliance in writing, perform all of the covenants set forth in this Section 5:

(a)Use of Proceeds.  Subject to Section 2(b), the Borrower shall not use the proceeds of the Loans for any purpose other than the purchase of the Turbines by the Borrower and/or reimbursement of amounts paid to the turbine supplier under the Turbine Supply Documents for the purchase of the Turbines and related services described in the Turbine Supply Documents.

(b)Additional Information.  The Borrower shall promptly provide such information regarding any Project utilizing the Turbines, and the financial affairs of the Borrower or First Wind Holdings as shall be reasonably requested by the Administrative Agent; provided that if any such requested information is not in the possession of the Borrower, the Borrower shall only be obligated to use commercially reasonable efforts to obtain such requested information from third parties.

(c)Books and Records.  The Borrower shall keep and maintain the books of account and the financial records for itself and each Corresponding Project Company at its address identified on the signature pages to this Note in accordance with GAAP. The

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Administrative Agent shall have the right, upon reasonable advance notice to the Borrower and at reasonable times during the Borrower’s usual business hours, to audit, examine and make copies of the books of account and other records of the Borrower and each Corresponding Project Company as applicable, and to discuss the financial condition and business of the Borrower or such other Person with its respective authorized representatives. The Administrative Agent may exercise such rights through any employee of the Administrative Agent or through any independent public accountant, legal counsel, the Independent Engineer or any other consultant acting on behalf of the Administrative Agent; provided, that such Persons shall agree and comply with the confidentiality obligations set forth in Section 12(j).

(d)Indebtedness.  The Borrower shall not incur (or permit any Corresponding Project Company to incur) any Indebtedness except for Permitted Indebtedness.

(e)Liens.  Borrower shall not incur, create, assume or suffer to exist or permit the Corresponding Project Companies to create, assume or suffer to exist any liens or other encumbrances (except for Permitted Liens) upon (i) the Turbines or any Turbine Supply Document or (ii) any of its other properties or assets that, in the case of the foregoing clause (ii), could reasonably be expected to have a Material Adverse Effect.

(f)Existence; Purpose.  Except as otherwise expressly permitted under this Note or the other Basic Documents, the Borrower shall (i) maintain and preserve its existence as a Delaware limited liability company and shall cause each Corresponding Project Company to maintain and preserve its existence as a limited liability company in the jurisdiction of its organization; and (ii) engage only in the business of the purchasing, transporting, financing and/or ownership of Turbines to be utilized in the development, construction and operation of wind energy generation projects (and business reasonably incidental thereto), and cause each Corresponding Project Company to engage only in the business of the development, construction, financing and/or ownership of the relevant Project.

(g)Contractual Obligations.  So long as a Turbine Supply Document is included in the Collateral, the Borrower shall (i) perform, and shall cause the relevant Corresponding Project Company to perform, all of its respective material contractual obligations under such Turbine Supply Documents and (ii) maintain and preserve (and cause such Corresponding Project Company to maintain and preserve) all of such Person’s material rights under such Turbine Supply Document. The Borrower shall cause each Corresponding Project Company to pay and perform all of its respective material contractual obligations, in each case, unless the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(h)Turbine Supply Document.  The Borrower shall not (and shall cause each Corresponding Project Company not to), without the prior written consent of the Administrative Agent, (i) enter into any new Turbine Supply Document, (ii) cancel or terminate, or accept or consent to a cancellation or termination of, any Turbine Supply Document to which it is a party, or (iii) amend, supplement or modify in any material respect, or enter into any material amendment, supplement or modification to, any Turbine Supply Document to which it is a party. The Borrower shall provide the Administrative Agent promptly after execution thereof by the Borrower or any Corresponding Project Company, as applicable, with copies of

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each Turbine Supply Document and any amendment or other modification or waiver of compliance with any Turbine Supply Document.

(i)Maintenance of Property.

(i)The Borrower shall (and shall cause each Corresponding Project Company to) maintain or cause to be maintained all property, including the Turbines, in good working order and condition in accordance with Prudent Utility Practices, ordinary wear and tear excepted (if the Turbines are transported and stored with due care and are not installed, erected or placed in use and if such wear and tear would not reasonably be expected to have a Material Adverse Effect on the value of the Turbines after taking into account proceeds of insurance received or expected to be received). The Borrower shall, upon delivery of the Turbines to the Borrower, maintain care, custody and control thereof in a reasonably safe and secure location, using commercially reasonable efforts to protect such Turbines from damage, harm, waste, rust, theft, vandalism or other loss.

(ii)Within ten (10) Business Days after the last day of each calendar month, the Borrower shall provide, or cause to be provided, to the Administrative Agent a report in respect of each Turbine in storage at such time, including the precise location of the Turbine and payment details in respect of the storage location, the destination Project of the Turbine, the procedures implemented to safeguard the Turbine from damage, harm, waste, rust, theft, vandalism or other loss, performance and status of maintenance performed since the last report provided, and the status, if any, of any violation in respect of such Turbine under the applicable Turbine Supply Document and warranty coverage.

(j)Compliance with Laws.  The Borrower shall and shall cause each Corresponding Project Company to comply with (i) laws, including all environmental laws, applicable to the Borrower and each Corresponding Project Company and (ii) all permits applicable to the Borrower, all laws, including all environmental laws, applicable to the Borrower and each Corresponding Project Company, unless, in any case, (i) or (ii), the failure to do so would not reasonably be expected to have a Material Adverse Effect. Each Corresponding Project Company shall obtain and maintain each permit reasonably necessary for the activities occurring at the related Project, unless the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(k)Liquidation; Dissolution.  The Borrower shall not liquidate or dissolve (or permit any Corresponding Project Company to liquidate or dissolve) or combine, merge or consolidate (or permit any Corresponding Project Company to combine, merge or consolidate) with or into any other entity.

(l)Transfer of Membership Interests.  The Borrower shall not cause, make, suffer to exist, permit or consent to any creation, sale, assignment or transfer of (i) any direct ownership interests of First Wind Holdings in the Borrower; or (ii) any direct or indirect ownership interests of the Borrower or First Wind Holdings in any Corresponding Project Company, except, in each case, with the Majority Lenders’ prior written consent; provided, however, that solely with respect to the assignment or transfer set forth in sub-clause (ii) above, no consent of the Majority Lenders shall be required for transfers of interests in a Corresponding

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Project Company if all Corresponding Term Loans (including all principal, interests and fees) in respect of Turbines installed or to be installed at the Project owned by such Corresponding Project Company have been repaid in full.

(m)Organizational Changes.  The Borrower shall not, nor shall it permit any Corresponding Project Company to, (i) change its limited liability company structure or its jurisdiction of organization without the Majority Lenders’ prior written consent, such consent not to be unreasonably withheld or delayed, nor (ii) change its fiscal year without the Majority Lenders’ prior written consent, such consent not to be unreasonably withheld or delayed

(n)Notice Requirements.  The Borrower shall promptly, upon acquiring knowledge or notice or giving notice, as the case may be, give written notice (and deliver the documents or reports, as applicable, that are the subject of such notices) to the Administrative Agent of:

(i)any litigation, investigation or proceeding pending or, to the knowledge of Borrower, threatened against the Borrower or any Corresponding Project Company if such litigation, investigation or proceeding would reasonably be expected to have a Material Adverse Effect;

(ii)any notice of a material violation of any law by the Borrower or any Corresponding Project Company for which Loans have been made;

(iii)any Default or Event of Default;

(iv)any casualty, damage or loss, whether or not insured, to the Turbines through fire, theft, other hazard or casualty, if such casualty, damage or loss would reasonably be expected to have a Material Adverse Effect;

(v)any notice of default or claim of force majeure under any Turbine Supply Documents, if such default or claim could reasonably be expected to have a Material Adverse Effect;

(vi)any other event, condition or occurrence that would reasonably be likely to result in a Material Adverse Effect;

(vii)any material adverse change, or any event or circumstance that would reasonably be likely to change the status of any Project as a Qualified Project, together with an update to the most recent Project Review relating to such Project; and

(viii)any change in the name of the Borrower or any Corresponding Project Company.

(o)Investments; Sale of Assets.  Other than as permitted under Section 5(v), the Borrower shall not, without the prior written consent of the Administrative Agent, (i) make an investment in any of its Affiliates, (ii) transfer, sell, lease or assign any of its property to any of its Affiliates, or (iii) enter into any contract or agreement under which it incurs liabilities to any of its Affiliates, except administrative services agreements or other similar types of

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agreements entered into in the ordinary course of business and upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a party not an Affiliate of the Borrower. Additionally, Borrower must give Administrative Agent notice of any transactions with any Affiliate of the Borrower or First Wind Holdings and copies of all relevant documents in connection therewith.

(p)Insurance.  Until all its obligations under this Note and the other Basic Documents have been fully discharged, the Borrower shall obtain and maintain in full force and effect insurance coverages as set forth in Schedule 6 and approved by the Insurance Consultant. The Borrower shall comply with, and shall timely pay all premiums for, all insurance requirements set forth on Schedule 6 and upon the renewal thereof, shall provide the Administrative Agent with copies of all insurance certificates and insurance policies verifying such coverage.

(q)Beneficiary.  The Borrower shall promptly inform the Administrative Agent (by written notice with sufficient copies for the Lenders) (i) if it, or a wholly owned subsidiary of First Wind Holdings, is not or ceases to be the beneficiary of the Loans made or to be made hereunder and (ii) of any new beneficiary (other than First Wind Holdings or its wholly-owned subsidiary) of the Loans made or to be made hereunder, which notice shall include such new beneficiary’s name and address.

(r)Annual Financial Statements.  The Borrower shall provide to the Administrative Agent as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, First Wind Holdings and their respective subsidiaries, the audited balance sheet and related consolidated statements of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, as of the end of and for such year, setting forth in each case in comparative form of the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing (in respect of all time periods subsequent to the year ending December 31, 2009, without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, in accordance with GAAP consistently applied.

(s)Quarterly Financial Statements.  The Borrower shall provide to the Administrative Agent as soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower, unaudited consolidated statements of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheet at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year accompanied by a certificate of an authorized officer of the Borrower and First Wind Holdings, respectively, which certificate shall state that such financial condition and results of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, were prepared in accordance

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with GAAP, consistently applied, as at the end of and for such period (subject to normal year-end audit adjustments).

(t)Taxes. The Borrower shall pay, and shall cause each Corresponding Project Company to pay, all taxes that such Person is required to pay to the extent due; provided, however, that the Borrower and each Corresponding Project Company, as applicable, shall not be obligated to pay such taxes to the extent any of them is contesting the validity or amount of any such tax by appropriate proceedings as long as such Person has established adequate reserves for the payment thereof as and to the extent required by GAAP.

(u)Warranties. The Borrower shall cause each Corresponding Project Company to obtain and maintain extended warranties under the Turbine Supply Documents for all Turbines with a duration of not less than 24 months from the expected COD for such Turbines, so long as such warranty coverage is available on commercially reasonable terms, or, if not available on commercially reasonable terms, warranties for such lesser period as are obtainable on commercially reasonable terms. Any Turbine for which the warranty coverage falls below 24 months from the expected COD for such Turbine shall be reappraised in accordance with the Appraisal Procedures (a copy of which appraisal shall be promptly provided to the Borrower by the Administrative Agent), taking into account the diminished value resulting from such lessened warranty coverage, and the Corresponding Term Loan for such Turbine shall be subject to mandatory prepayment on the subsequent Top-Up Date based on such reappraisal pursuant to Section 2(i)(i), if applicable.

(v)Turbines. The Borrower shall not, and shall not allow any Corresponding Project Company to, Transfer any Turbines or any of its rights or interests in or under any Turbine Supply Documents to any Person, other than: (i) to the Collateral Agent pursuant to the Security Agreements, (ii) subject to this Section 5(v), to an Eligible Qualified Project Company or a Qualified Project Company, only upon a prepayment of the Loans as contemplated by Section 2(i)(ii), or (iii) to a third party, only upon the prepayment in full of the Corresponding Term Loans as contemplated under Section 2(i)(ii); provided, in any event, that such allowed Transfer of Turbines with respect to any Project or Turbine Supply Document must include all of the Turbines associated with such Project or Turbine Supply Document, as applicable, and prepayment of all Corresponding Term Loans for such Turbines. The Borrower shall not, and shall not allow any Corresponding Project Company to, erect, install, assemble, remove from storage or project sites, transport (provided that transportation of the Turbine from the manufacturer to a project site is expressly permitted) or take any other actions or fail to take any action that would reasonably be likely to reduce the value or marketability of any such Turbines financed under the Loan (including storage of Turbines in any material manner or for any period that would reasonably be likely to result in a material loss or diminishment of such Turbine’s warranty) at any project site (including a project site of any Affiliate of the Borrower) or that could materially impair the lien of the Security Agreements.

(w)Interest Rate Protection Agreements. The Borrower shall perform each of its obligations under Interest Rate Protection Agreements to which it is a party, except, in the case solely of obligations other than for payment of money, if such failure perform such non-payment obligations under such Interest Rate Protection Agreements would not reasonably be expected to cause a Material Adverse Effect.

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(x)Qualified Project Determination. The Borrower shall deliver to the Administrative Agent a periodic desktop fatal flaw review (each, a “Project Review”) for all Eligible Qualified Projects, and from time to time as and when the Borrower desires to designate an Eligible Qualified Project as a Qualified Project (as defined below). Until receipt of such Project Reviews with respect to any Eligible Qualified Project and determination by the Administrative Agent that a Project is a Qualified Project, on each Top-Up Date, the Reduced Advance Rate shall be applied for Turbines allocated to such Eligible Qualified Project. Each Project Review shall be in form and substance reasonably satisfactory to the Majority Lenders and the Administrative Agent and shall be comprised solely of the following items and such additional information and relevant materials as the Borrower may provide the Administrative Agent:

(i)a written review by the Independent Engineer including, but not limited to, a confirmation of the potential viability, from a wind and technology point of view, of the wind electrical generating project proposed by the Borrower to be a Qualified Project (it being agreed that if a third-party desktop wind analysis has not been completed, or if such analysis has been prepared in respect of a different turbine layout, then the Independent Engineer may utilize the Borrower’s internal wind analysis in connection with the preparation of the written review hereunder. To the extent, however, that a third-party desktop wind analysis has been prepared for a Project site, such analysis must be presented to the Independent Engineer in conjunction with the Borrower’s internal wind study;

(ii)a pro-forma cash flow forecast demonstrating to the Administrative Agent’s reasonable satisfaction that such proposed wind electrical generating project is economically viable;

(iii)a detailed report setting forth the proposed real estate plan for the wind electrical generating project proposed by the Borrower to be a Qualified Project; and

(iv)a detailed report as to the permitting and interconnection plan for the wind electrical generating project proposed by the Borrower to be reviewed hereunder.

If the Project Review demonstrates to the Majority Lenders’ and the Administrative Agent’s reasonable satisfaction (in consultation with the Independent Engineer) that such Eligible Qualified Project could (x) reasonably achieve construction completion (taking into account the likelihood of such Project obtaining adequate construction financing but not taking into account any adverse effect thereon associated with Clipper being the manufacturer of Turbines included in such Project), qualify for PTCs and begin selling power at least sixty (60) days prior to the then-current expiration date (the “PTC Expiration Date”) for PTCs under the Code, (y) benefit from tax benefits similar to or better than the PTCs then applicable, taking into account the PTC Expiration Date, or (z) is otherwise economically viable without PTC benefits, such Project shall be deemed a Qualified Project (a “Qualified Project”).

The Administrative Agent shall provide notice to the Borrower within fifteen (15) Business Days after the receipt of any Project Review of its determination or a detailed description of the changes that the Administrative Agent and the Majority Lenders determine are reasonably necessary for such Eligible Qualified Project to qualify as a Qualified Project. The Borrower

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may resubmit an updated Project Review for reconsideration under this Section 5(x). The resulting Advance Rates or Reduced Advance Rates, as the case may be, shall apply for purposes of determining the Top-Up Amount for Top-Up Dates.

(y)Qualified Project Status. The Borrower shall provide monthly updates to Project Reviews and project progress updates for all Eligible Qualified Projects, respectively, and shall (i) promptly notify Administrative Agent of any adverse changes with respect to the most recently provided Project Review (including any delays and project cost increases) for a Qualified Project to the extent such Qualified Project would no longer reasonably be expected to be a Qualified Project and (ii) promptly respond to inquiries by the Administrative Agent as to the status of any Qualified Project (including any potential delays and project cost increases) of each Qualified Project. If the Administrative Agent is notified or reasonably determines that any Qualified Project could no longer reasonably be expected to be a Qualified Project, such project will immediately cease to be a “Qualified Project” under the Loan and the Advance Rate, to the extent it is then in effect, shall be automatically reduced to the applicable Reduced Advance Rate. Without limiting the generality of the foregoing, promptly upon obtaining knowledge or notice thereof, but in no event later than five (5) Business Days thereafter, the Borrower shall provide the Administrative Agent with written notice of any delay in (or the occurrence of any other event with respect to) a Qualified Project to the extent such Qualified Project would no longer reasonably be expected to complete construction and qualify for PTCs that are necessary to the economic viability of the Qualified Project at least sixty (60) days prior to the PTC Expiration Date applicable to such Qualified Project. Additionally, the Borrower shall, promptly, but in no event later than ten (10) Business Days, respond to inquiries by the Administrative Agent as to the status of the development and construction schedule (including any potential delays and project cost increases) of each Qualified Project. If (I) the Administrative Agent is notified pursuant to this Section 5(y), or otherwise reasonably determines based on consultation with the Independent Engineer, that any Qualified Project for which PTC benefits are necessary to the economic viability of the Project would no longer reasonably be expected to achieve construction completion and qualify for PTCs at least sixty (60) days prior to the PTC Expiration Date applicable to such Qualified Project, such project will immediately cease to be a “Qualified Project” hereunder, and the Administrative Agent shall promptly notify the Borrower of any such determination made under this clause (I), and (II) if the Borrower disagrees with any determination by the Administrative Agent and/or the Independent Engineer that a Qualified Project would no longer reasonably be expected to remain a Qualified Project, the Borrower shall promptly, but in any event within ten (10) days, notify the Administrative Agent of such disagreement, and the parties hereby agree to submit the issue to R.W. Beck (or such other third party engineering firm as the Borrower and Administrative Agent may agree). If R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) agrees with the determination of the Administrative Agent and/or the Independent Engineer, such determination shall stand and the applicable Project shall no longer be a Qualified Project as of the date of the Administrative Agent’s determination. If R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) disagrees with the determination of the Administrative Agent and/or the Independent Engineer, such determination shall be overturned and the applicable project shall remain a Qualified Project. Whatever determination is made by R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) shall be final

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and binding as to the parties’ respective rights and obligations under this Section 5(y). R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) shall have thirty (30) days to make its determination as to whether the applicable project is or is not a Qualified Project from the date R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) is retained to make such determination; provided, however, that to the extent that R.W. Beck (or such other third party engineering firm as the Borrower and the Administrative Agent may agree) is unable to make a determination as set forth in this Section 5(y) within such thirty (30) day period, the determination of the Administrative Agent and/or the Independent Engineer shall stand and the applicable project shall no longer be a Qualified Project (unless reinstated as a Qualified Project pursuant to resubmission thereof (which may not occur more than once per calendar quarter) pursuant to Section 5(x).

(z)Turbine Reallocation. Subject to the Turbine Supply Documents, the Borrower may request a reallocation of any Turbine to any specified Eligible Qualified Project, Qualified Project or other single-purpose project company owned directly or indirectly by the Borrower (which such project shall be deemed an Eligible Qualified Project and which project company shall be deemed a Corresponding Project Company hereunder), subject to the approval of the Majority Lenders and the Administrative Agent, and upon such approval the Top-Up Amount Schedule shall be updated accordingly to reflect such change. A Project shall no longer be considered an Eligible Qualified Project or Qualified Project hereunder (and its project company shall no longer be a Project Company or Corresponding Project Company hereunder) if it no longer has Corresponding Term Loans hereunder. Any reallocation pursuant to this Section 5(z) shall not be considered a Transfer under Section 5(v).

(aa)Turbine Appraisal. Prior to each Top-Up Date, with respect to each Turbine for which Corresponding Term Loans have been made, the Administrative Agent may instruct the Independent Appraiser to prepare an appraisal of such Turbine (at the Borrower’s cost) in accordance with the Appraisal Procedure; provided, that no Turbine may be the subject of an appraisal more than once per calendar quarter under this Section 5(aa). The appraisal shall be the basis for determining the Appraised Value of such Turbine for all purposes of this Note. The Administrative Agent shall deliver a copy of the appraisal and notice of the Top-Up Amount to the Borrower no fewer than five (5) Business Days before such Top-Up Date.

(bb)Compliance with Anti-Money Laundering and OFAC Laws.

(i)Borrower shall comply at all times with the requirements of all Anti-Money Laundering Laws.

(ii) Borrower shall provide Lender any information regarding Borrower, its Affiliates, and its Subsidiaries necessary for Lender to comply with all Anti-Money Laundering Laws.

(iii)Borrower shall comply at all times with the requirements of all OFAC Laws.

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(iv)Borrower shall not, and shall cause its Affiliates and Subsidiaries and any persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List.

(v)If Borrower obtains actual knowledge or receives any written notice that Borrower, any Affiliate, Subsidiary or any person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), Borrower shall immediately (i) give written notice to Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and Borrower hereby authorizes and consents to Lender’s taking any and all steps Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC). Upon Lender’s request from time to time, Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 5(bb)(v).

(cc)Post-Closing Obligations. It shall deliver the items listed on Schedule 10 by the dates set forth therein, each duly executed and delivered by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent. The parties acknowledge that the failure of the Borrower to deliver any item listed on Schedule 10 shall not, in and of itself, constitute a Material Adverse Effect.

(dd)Clipper Bankruptcy. Upon the occurrence of any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation with respect to Clipper Turbine Works, Inc., the Borrower shall, and shall cause each Corresponding Project Company to, diligently pursue its respective rights to obtain on behalf of the Borrower and each Corresponding Project Company ***** related to Clipper Turbine Works, Inc. Turbines owned by the Corresponding Project Companies.

(ee)Non-Revenue EQP Documents. The Borrower shall not (and shall cause each Corresponding Project Company not to), without the prior written consent of the Administrative Agent, (i) enter into any new Non-Revenue EQP Document that causes the Borrower or such Corresponding Project Company, as applicable, to have $15,000,000 or more of increased exposure over the life of such new contract, or (ii) amend, supplement or modify in any material respect, or enter into any material amendment, supplement or modification to, any Non-Revenue EQP Document to which it is a party, that causes the Borrower or such Corresponding Project Company, as applicable, to have $3,000,000 or more of increased exposure over the life of such amendment, supplement or modification, as applicable. The Borrower shall provide the Administrative Agent promptly after execution thereof by the Borrower or any Corresponding Project Company, as applicable, with copies of each Non-

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Revenue EQP Document and any amendment or other modification or waiver of compliance with any Non-Revenue EQP Document.

6.Events of Default. The occurrence of any of the following events, conditions or circumstances shall constitute an event of default under this Note (each, an “Event of Default”):

(a)The Borrower shall fail to pay (i) any principal amount of any Loans made under this Note when due and payable; (ii) any interest accrued on the Loans or any fee in respect of the Loans within three (3) Business Days after the date on which such interest or fee becomes due and payable under this Note; (iii) any other amount payable by the Borrower hereunder or any termination or other payment under any Interest Rate Protection Agreement within ten (10) days after any such other amount or payment becomes due and payable and notice thereof is given to the Borrower;

(b)Any representation or warranty made by any party (other than the Lenders, the Administrative Agent or the Collateral Agent) in any Basic Document to which it is a party, or in any certificate furnished pursuant to any such document, shall prove to have been incorrect in any material respect as of the date made (unless such representation or warranty expressly relates only to an earlier date), and in each case, any adverse effect of such incorrect misrepresentation or warranty is not eliminated or addressed to the reasonable satisfaction of the Administrative Agent within a period of thirty (30) days after receipt of notice by such Person;

(c)The Borrower shall fail to perform or observe any of the covenants set forth in Sections 5(a), (b), (c), (d), (e), (f), (h), (k), (l), (m), (n), (o), (r), (s), (v), (w), (x), (y) and (bb);

(d)The Borrower shall fail to perform or observe any of its other covenants or obligations under this Note or any of its obligations contained in any Basic Document (other than as set forth in clause (a) or (c) above) to which it is a party and, in each case, such failure shall continue unremedied for a period of thirty (30) days after receipt of notice or actual knowledge thereof by such Person, if such failure can reasonably be remedied within such thirty (30) day period as long as the Borrower is using diligent efforts to remedy such failure and, in the case of breach only of the covenants set out in Sections 5(g) or 5(j), such failure shall continue unremedied for an additional period of sixty (60) days after the conclusion of such thirty (30) day cure period, if such failure can reasonably be remedied within such additional sixty (60) day period as long as the Borrower is using diligent efforts to remedy such failure;

(e)FWA Default. Before the Release Event has occurred, an “Event of Default” (or other similar event or condition allowing the lenders to accelerate the relevant loans) shall have occurred under the FWA Note; provided, that to the extent an Event of Default hereunder has occurred solely due to an Event of Default under the FWA Note, the Event of Default hereunder shall be deemed cured automatically and concurrently with the cure of the Event of Default under the FWA Note in accordance with the terms thereof.

(f)The Borrower, or (if it would be reasonably likely to result in a Material Adverse Effect) any Turbine supplier under any Turbine Supply Document, or, until the

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occurrence of the Release Event, First Wind Holdings,: (i) shall admit in writing its inability to pay its debts as its debts become due; (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for its or a substantial part of its assets; (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation; (iv) shall have had any such petition filed, or any such proceeding shall have been commenced against it, in which an adjudication is made or order for relief is entered or which remains undismissed for a period of sixty (60) days; (v) shall have had a receiver, custodian or trustee appointed for all or a substantial part of its property; or (vi) shall take any action effectuating, approving or consenting to any of the events described in clauses (i) through (v);

(g)The Borrower or, until the occurrence of the Release Event, First Wind Holdings shall dissolve or for any reason cease to be in existence;

(h) Unless as a result of the acts or omissions of the Administrative Agent and subject to Section 3(b) of the Parent Guaranty, (i) the Lenders or the Collateral Agent, any Security Agreement shall fail to provide the Collateral Agent with security interests in and to the Collateral intended to be created thereby, cease to be in full force and effect, or is declared null and void and the Borrower shall fail to execute such additional security agreements as may be requested by the Administrative Agent or the Collateral Agent to remedy such event; or (ii) the validity or enforceability of any Security Agreement is contested in a legal proceeding by any party to such Security Agreement, other than the Administrative Agent, the Lenders or the Collateral Agent;

(i)Except as permitted under this Note, any failure by the Borrower to have good title to all of its real property and good title to all of its personal property and assets, which failure would have a Material Adverse Effect on the Borrower’s ability to comply with its obligations under the Basic Documents to which it is party;

(j)The incurrence of any liability under any applicable environmental law which could reasonably be expected to have a Material Adverse Effect if such liability shall continue unremedied for a period of five (5) days after receipt of notice, or actual knowledge, thereof by the Borrower, or, if such liability cannot reasonably be remedied within such five (5) day period but is capable of being remedied as long as the Borrower is using diligent efforts to remedy such liability for a period of sixty (60) days after receipt of notice, or actual knowledge thereof, by the Borrower;

(k)A Change of Control shall occur and be continuing;

(1)Any permit required to be obtained or maintained by the Borrower under any Turbine Supply Documents shall be revoked or cancelled by the issuing governmental authority having jurisdiction, or any such permit shall otherwise fail to be in full force and effect, or the Borrower shall fail to comply with any such permit, in each case, which revocation, cancellation or failure would reasonably be expected to have a Material Adverse Effect, and in each case, if any adverse effect of such revocation, cancellation or failure is not remedied to the reasonable satisfaction of the Lenders within sixty (60) days after receipt of notice thereof by such Person;

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(m)A final judgment or judgments shall be entered against the Borrower or any Corresponding Project Company, by a court of competent jurisdiction in an aggregate amount of not less than $150,000 other than (i) a judgment which is fully covered by a posted bond or discharged within thirty (30) days after its entry, or (ii) a judgment, the execution of which is effectively stayed within thirty (30) days after its entry but only for thirty (30) days after the date on which such stay is terminated or expires; or

(n)Any Turbine Supply Documents shall cease for any reason to be in full force and effect; or any default by the Borrower, any Corresponding Project Company or any Turbine supplier shall occur under any Turbine Supply Document (after giving effect to all applicable cure periods in such Turbine Supply Document) and such default would be reasonably likely to result in a Material Adverse Effect.

Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent (acting at the direction of Majority Lenders), may, by notice to the Borrower, declare the unpaid principal amount of the Loan, accrued interest thereon and all other amounts payable under this Note due and payable, whereupon the same shall become and be forthwith due and payable without presentment, demand, protest or further notice or other formalities of any kind, all of which are hereby expressly waived by the Borrower; provided that in the case of an Event of Default described in clause (e) above, the unpaid principal amount of the Loan, accrued interest and other amounts payable under this Note shall be immediately due and payable.

7.Expenses; Indemnification.

(a)The Borrower agrees to reimburse the Administrative Agent, each Lender and the Collateral Agent within thirty (30) days following demand for all documented, reasonable out-of-pocket costs, expenses and charges including, without limitation, due diligence expenses, travel expenses, fees and charges of legal counsel, consultants and advisors to the Lenders, the Administrative Agent and the Collateral Agent and other expenses, in each case to the extent documented, reasonable, out-of-pocket and incurred by the Administrative Agent, any Lender or the Collateral Agent, as applicable, in connection with (i) the negotiation, performance or enforcement (including in any work-out, restructuring or bankruptcy proceeding) of this Note or any other Basic Document or (ii) the defense or prosecution of any rights of the Administrative Agent, any Lender or the Collateral Agent hereunder. The Administrative Agent, each Lender and the Collateral Agent shall provide reasonable support for any costs, expenses and/or charges at the Borrower’s reasonable request and shall obtain approval from the Borrower (which shall not be unreasonably withheld or delayed) prior to incurring any unusual and extraordinary expenses. The foregoing amounts incurred in connection with the negotiation of this Note and the other Basic Documents may be funded with the Loans.

(b)The Borrower agrees to indemnify and hold the Administrative Agent, each Lender and the Collateral Agent together with its respective directors, officers, employees, agents and consultants harmless from and against all claims, damages, losses, liabilities, costs, deficiencies and documented expenses and damages, including, without limitation, investigative costs, settlement costs and reasonable legal, accounting or other expenses for investigating or defending against any actions or threatened actions (collectively, the “Losses”), arising out of or

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in connection with (i) the execution or delivery of each Basic Document, including this Note, and the performance by any Person of its obligations under such Basic Documents, (ii) the making of the Loans and (iii) the use of the proceeds of any Loan, and any prospective claim, litigation, investigation or proceeding related to any of the foregoing, but excluding, in each case, any such Losses incurred by reason of bad faith, gross negligence or willful misconduct of any Person indemnified hereunder. The Administrative Agent, any Lender and/or the Collateral Agent, as applicable, shall promptly notify the Borrower of any claim under this Section 7(b). The Borrower may elect to assume the defense of any action, proceeding or dispute with a third party in respect of which a claim is to be made under this Section 7(b); provided, however, that if the Borrower assumes control of the defense of any such action, proceeding or dispute, the Borrower shall not agree or conclude any settlement that affects the Administrative Agent, any Lender or the Collateral Agent without the prior written approval of the Administrative Agent, each Lender or the Collateral Agent, as applicable (such approval not to be unreasonably withheld). In the event the Borrower assumes control of the defense of any such action, proceeding or dispute, the Borrower shall not be liable to the Administrative Agent, any Lender or the Collateral Agent for any legal fees and expenses of additional counsel incurred by the Administrative Agent, any Lender or the Collateral Agent in connection with such defense; provided, however, that each of the Administrative Agent, the Lenders and the Collateral Agent shall have the right to employ its own counsel whose reasonable legal fees and expenses shall be indemnified by the Borrower if (A) there is or could reasonably be expected to be a conflict of interest between the Administrative Agent, any Lender or the Collateral Agent, as applicable, and the Borrower in connection with the defense of such action, proceeding or dispute, or (B) there is a specific defense available to the Administrative Agent, each Lender or the Collateral Agent, as applicable, which is different from or additional to those available to the Borrower, or (C) it is reasonably necessary to protect the interests of the Administrative Agent, each Lender or the Collateral Agent, as applicable, to the extent such interests differ from the interests of the Borrower.

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8.Security. The Borrower’s obligations under this Note are secured by the Collateral.

9.Governing Law; Submission to Jurisdiction. This Note shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law). The Borrower agrees that any legal action or proceeding arising out of or relating to this Note or any other Basic Document, or any legal action or proceeding to execute or otherwise enforce any judgment obtained against the Borrower, for breach hereof or thereof, or against any of its properties, may be brought in the courts of the State of New York sitting in New York County or the United States District Court for the Southern District of New York by the Administrative Agent or on behalf of any Lender, as the Administrative Agent may elect. The Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts for purposes of any such legal action or proceeding. Service of process by the Administrative Agent in any such dispute shall be binding on the Borrower if sent to the Borrower by registered or certified mail, at the addresses specified on the signature page of this Note. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction.

THE PARTIES HERETO WAIVE ANY RIGHT THEY MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS NOTE, ANY OTHER BASIC DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. IN ADDITION, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER BASIC DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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10.           Assignments. This Note shall be binding on, and shall inure to the benefit of each of the Borrower, the Administrative Agent, the Collateral Agent, the Lenders and their respective successors and permitted assigns, provided, that the Borrower may not assign or transfer its rights or obligations under this Note without the prior written approval of the Administrative Agent (with consent in writing from the Majority Lenders); and provided, further, that the Lenders may not assign or otherwise transfer their rights and obligations under this Note or the Loan to any other Person without the prior written consent of the Borrower (which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) such assignment or transfer is to an Affiliate of any Lender or (ii) an Event of Default has occurred and is continuing, in each such case consent of the Borrower is not necessary. Any such Person to whom any Lender assigns its rights pursuant to this Section 10 shall then become vested with all the rights granted to such Lender under this Note and with respect to the Loan. Upon such assignment or transfer, such Lender shall provide to the Borrower the name, address and contact information of the permitted assignee or transferee.

11.           Appointment of Agents.Appointment, Powers and Immunities. Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Basic Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Note and the other Basic Documents, together with such other powers as are reasonably incidental thereto.

(ii)           Each Lender hereby appoints and authorizes the Collateral Agent to act as its agent hereunder and under the other Basic Documents with such powers as are expressly delegated to the Collateral Agent by the terms of this Note and the other Basic Documents, together with such other powers as are reasonably incidental thereto.

(b)           Duties, Responsibilities, Powers and Immunities of Agents. The Agents shall not have any duties or obligations except those expressly set forth herein and in the other Basic Documents to which they are party. Without limiting the generality of the foregoing, (a) each Agent shall be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Basic Documents that each Agent is required to exercise in writing by the Majority Lenders or any other Agent, and (c) except as expressly set forth herein and in the other Basic Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to First Wind Holdings or any of its subsidiaries that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Event of Default unless and until written notice thereof is given to such Agent by the Borrower, the Lenders or any other Agent. No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Note or any other Basic Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Note, any other Basic Document or any other

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agreement, instrument or document, or (v) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to any Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may resign at any time by notifying the Lenders, any other Agent, the Borrower and First Wind Holdings at least seven (7) days in advance. Any Agent may be removed involuntarily only for a material breach of its duties hereunder or under the other Basic Documents or for gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction only upon the affirmative vote of the Majority Lenders (excluding such Agent from such vote and such Agent’s Loans and Commitments from the amounts used to determine the Majority Lenders). Upon any such resignation or removal, the Lenders shall have the right to appoint a successor, which successor shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (such approval not to be unreasonably withheld, conditioned or delayed). The Agent’s resignation shall not be effective until a successor shall have been appointed by the Majority Lenders and shall have accepted such appointment. If no successor has accepted appointment as Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent, shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

12.           Miscellaneous.

(a)           The provisions of this Note are intended to be severable. If for any reason any provision of this Note shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions thereof in any jurisdiction.

(b)          No amendment, modification or supplement to any provision of this Note shall be effective unless the same shall be in writing and signed by the Borrower, the

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Administrative Agent (with the consent in writing of the Majority Lenders) (or, after any assignment contemplated by Section 10, other holder hereof) and, solely with respect to any amendment, modification or supplement that would adversely affect the rights of the Collateral Agent, the Collateral Agent (with the consent in writing of the Majority Lenders); provided, however, that no such amendment, modification or supplement shall, without the consent of all Lenders:

(i)            extend the maturity of any Loan or reduce the principal amount thereof, or reduce this Note or change the time of payment of interest due on any Loan;

(ii)           reduce the amount or extend the payment date for any amount due under this Note;

(iii)          increase the amount of Commitments of any Lender under this Note;

(iv)          reduce or change the time or amount of payment of any fee due or payable hereunder or under any Basic Document;

(v)           reduce the percentage specified in the definition of Majority Lenders;

(vi)          permit the Borrower to assign its rights under this Note except as provided in Section 10;

(vii)         amend this Section 12(b); or

(viii)        release any collateral from any Lien of any Security Agreement or allow the release of any funds from any account held under any Security Agreement except as expressly provided in, or otherwise permitted by, the Basic Documents.

(c)           The waiver of any breach of any of the provisions of this Note shall not be construed to be a waiver of any subsequent breach or default of the same or other provisions. No waiver of any of the provisions of this Note shall be valid or binding unless set forth in writing and duly executed by the Person against whom enforcement of the waiver is sought and the Majority Lenders (or the Administrative Agent with the consent in writing of the Majority Lenders). No failure on the part of the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right.

(d)           The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

(e)           Unless otherwise agreed in writing, notices shall be given to the Administrative Agent, the Lenders and the Borrower at their respective addresses set forth on the signature pages to this Note. Notices under this Note shall be effective (i) when personally delivered to a party hereto, upon receipt as shown by messenger receipt, (ii) when mailed to such addressee, upon receipt of a signed confirmation from such addressee, or (iii) when sent to such

44

addressee by facsimile, upon receipt of the addressor’s facsimile machine confirmation or other verifiable electronic receipt.

(f)            The provisions of Sections 7 and 9 of this Note shall survive the repayment of the Loan.

(g)           The Administrative Agent and each Lender shall have no claims of any kind or nature with respect to the transactions contemplated by this Note and the other Basic Documents other than (i) claims against the Borrower or First Wind Holdings, in each case as set forth in or pursuant to each Basic Document to which such Person, respectively, is a party; (ii) claims against any Affiliate of the Borrower that after the date of this Note enters into a Basic Document as set forth in or pursuant to each Basic Document to which such Affiliate is a party (any Person described in the foregoing clauses (i) or (ii) shall be hereinafter referred to as a “Borrower Party”); and (iii) claims for fraud, willful misconduct or under express indemnities against any Person. Other than claims for fraud, willful misconduct or under express indemnities against any Person, the Administrative Agent and each Lender shall have no claims of any kind or nature with respect to the transactions contemplated by this Note and the other Basic Documents against any Affiliate of the Borrower that is not a Borrower Party or against any officer, member (other than a member that is a Borrower Party), director or employee, in such capacity, of the Borrower or any Affiliate of the Borrower, or any of its or their properties or assets.

(h)           This Note and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings with respect to the subject matter hereof.

(i)            This Note may be executed in one or more facsimile counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

(j)            The Administrative Agent, each Lender and the Collateral Agent agree to keep confidential, in accordance with its customary procedures for handling confidential information of this nature, any non-public information supplied to it by the Borrower in relation to the Turbine Supply Documents, the Governmental Approvals, the Borrower or First Wind Holdings; provided that such information does not include information that (i) was publicly known or otherwise known to it prior to the time of such disclosure and (ii) subsequently becomes publicly known through no act or omission by it or any Person acting on its behalf.

(k)           The Guaranty of and security interest in the Collateral provided by a Corresponding Project Company pursuant to its Security Agreement, Mortgages, Consents and other security documents shall be terminated and released (and the Guaranty of and Collateral provided by any of its Intermediate Holding Companies that is an obligor or guarantor under a financing of such Corresponding Project Company that is permitted by this Note shall be terminated and released) upon the occurrence of either of the following: (a) repayment in full of all Corresponding Term Loans therefor (including the principal of and all interest and fees on such Corresponding Term Loans), whether pursuant to Sections 5(1) or 5(v) of the this Note or otherwise; or (b) the reallocation of all Turbines that were allocated to the Corresponding Project

45

Company’s Project to any other project in accordance with the terms of Section 5(z) of this Note. The Collateral Agent agrees to promptly deliver and file (or cause to be delivered and filed) any and all documents and instruments necessary or reasonably required in order to effect the above-described termination and release.

(l)            To the extent that HSHN fails to pay any time deposits or certificates of deposit issued by HSHN to First Wind Holdings or its subsidiaries in full at maturity, First Wind Holdings and its subsidiaries (without duplication) shall be entitled to setoff any and all such unpaid amounts against any Obligations due to HSHN, in its capacity as a Lender, under the Basic Documents (as defined in each of the First Wind Holdings Loan Agreement, this Note and the FWA Note) as and in such manner as determined by First Wind Holdings, and to the extent of such setoff, HSHN’s obligations with respect to the time deposits or certificates of deposit shall be reduced and deemed satisfied.

46

FIRST WIND ACQUISITION IV, LLC,
a Delaware limited liability company
By:	/s/ Evelyn Lim
	Name:	Evelyn Lim
	Title:	Secretary
Address for Notices:
First Wind Acquisition IV, LLC
c/o First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: President
Facsimile: (617) 964-3342
with a copy to:
First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: General Counsel
Facsimile: (617) 964-3342

Agreed and accepted:

HSH NORDBANK AG, NEW YORK BRANCH, as Administrative Agent and Collateral Agent
By:	/s/ Brian T. Caldwell
	Name:	Brian T. Caldwell
	Title:	Senior Vice President HSH Nordbank AG, New York Branch
By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President HSH Nordbank AG, NY Branch

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:	Energy - Portfolio Management
Telephone:	212 407 6044 (David Watson)
Facsimile:	212-407-6807

with a copy to:

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:	General Counsel
Telephone:	(212) 407-6142
Facsimile:	(212) 407-6811

Agreed and accepted:

HSH NORDBANK AG, NEW YORK BRANCH, as Lender
By:	/s/ Tony K. Muoser
	Name:	Tony K. Muoser
	Title:	Senior Vice President HSH Nordbank AG, New York Branch
By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President HSH Nordbank AG, NY Branch

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:	Energy - Portfolio Management
Telephone:	212 407 6044 (David Watson)
Facsimile:	212-407-6807

with a copy to:

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:	General Counsel
Telephone:	(212) 407-6142
Facsimile:	(212) 407-6811

Exhibit A

Notice of Borrowing

[Date]

TO:HSH NORDBANK AG, NEW YORK BRANCH (the “Administrative Agent”)

FROM:FIRST WIND ACQUISITION IV, LLC (the “Borrower”)

RE:Borrowing Notice

Reference is made to the Second Amended and Restated Secured Promissory Note, dated as of [        ], 2009 (the “Note”), between the Borrower and the Lenders. Capitalized terms used and not defined herein shall have the meanings given to them in the Note.

The Borrower hereby requests a disbursement of a Loan pursuant to Section 2(h) of the Note and makes the following certifications:

(1)(1)The requested disbursement date (a Business Day) is [                              ], 200   .

(2)The amount of the requested disbursement is $[                              ], and such amount is now due under the [specify Turbine Supply Document]. A copy of the relevant invoice and other supporting documentation evidencing that such payment is due under such Turbine Supply Document are attached.

(3)Interest Periods(1) and amounts to be allocated thereto:

(a)	One month	$
(b)	Two months	$
(c)	Three months	$

(4)The Administrative Agent shall disburse the requested disbursement to the [TURBINE SUPPLIER] [on behalf of the Borrower] [Borrower in reimbursement for amounts previously paid, other than from proceeds of Loans, by the Borrower to the [TURBINE SUPPLIER] via wire transfer to the following account at [ACCOUNT INFORMATION].

(5)The Borrower certifies hereby that (a) each condition precedent set forth in Section 3 of this Note to the requested disbursement has been satisfied or waived as of the date hereof and will be satisfied or waived as of the date of the requested disbursement and (b) after giving effect to the requested disbursement, the Borrower is in compliance with Section 2(a) of the Note.

(6)The Borrower certifies hereby that each Basic Document and each Turbine Supply Document to which it is a party is in full force and effect as of the date of such disbursement and

(1) If no Interest Period is specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

has not been amended, modified or supplemented without the consent of the Administrative Agent and the Majority Lenders.

(7)The Borrower certifies hereby that each representation and warranty made by it in Section 4 of this Note is true and correct as of the date of such disbursement (unless such representation and warranty relates only to an earlier date).

(8)The Borrower certifies hereby that no Default or Event of Default has occurred and is continuing as of the Borrowing Date.

IN WITNESS WHEREOF, the undersigned executes this Borrowing Notice on the date first set forth above.

FIRST WIND ACQUISITION IV, LLC,
a Delaware limited liability company
By:
	Name:
	Title:

Exhibit B

Notice of Extension

[Date]

TO:         HSH NORDBANK AG, NEW YORK BRANCH (the “Administrative Agent”)

FROM:   FIRST WIND ACQUISITION IV, LLC (the “Borrower”)

RE:Notice of Extension

Reference is made to the Second Amended and Restated Secured Promissory Note, dated as of[ ], 2009 (the “Note”), between the Borrower and the Lenders. Capitalized terms used and not defined herein shall have the meanings given to them in the Note.

The Borrower hereby requests an extension of the following Loan made on [INSERT DATE] as follows:

(1)Total amount of Loan to be extended               $[                  ].

(2)Interest Periods(2) and amounts to be allocated thereto (amounts must total (1)):

(a)	One month	$
(b)	Two months	$
(c)	Three months	$

(3)The Borrower certifies hereby that each condition precedent set forth in Section 3.2 of the Note to the requested disbursement has been satisfied or waived as of the date hereof and will be satisfied or waived as of the date of the requested disbursement.

(4)The Borrower certifies hereby that the Turbine Supply Agreement and each Basic Document to which it is a party is in full force and effect as of the date of such disbursement.

(5)The Borrower certifies hereby that each representation and warranty made by it in Section 4 of the Note is true and correct as of the date of such disbursement (unless such representation and warranty relates only to an earlier date).

(6)The Borrower certifies hereby that no Default or Event of Default has occurred and is continuing as of the Borrowing Date.

(2) If no Interest Period is specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

IN WITNESS WHEREOF, the undersigned executes this Notice of Extension on the date first set forth above.

FIRST WIND ACQUISITION IV, LLC,
a Delaware limited liability company
By:
	Name:
	Title:

Exhibit C-1

WITHHOLDING CERTIFICATE (TREATY)

Date: [            ]

First Wind Acquisition IV, LLC as Borrower

Attention: [                           ]

In connection with the Second Amended and Restated Secured Promissory Note, dated as of                           , 2009, among First Wind Acquisition IV, LLC, a Delaware limited liability company (“Borrower”), HSH Nordbank AG, New York Branch (“HSHN” or “Lender”) (as amended, modified and supplemented and in effect from time to time, the “Note”), the undersigned hereby certifies, represents and warrants that [                           ] is a [                           ] and is currently exempt from, or is subject to a reduced rate of [                    ]% in lieu of, any U.S. Federal Withholding tax otherwise imposed on amounts paid to it from United States sources under the Note , by virtue of compliance with the provisions of the Income Tax Convention between the United States and [        ].

The undersigned (a) is a [                     ] organized under the laws of [                     ] whose registered business is managed or controlled in [                     ], (b) [does not have a permanent establishment or fixed base in the United States] [does have a permanent establishment or fixed base in the United States, but the Note is not effectively connected with such permanent establishment or fixed base], and (c) is the beneficial owner of the interest income to be received from its share arising under the Financing Agreement.

We enclose two signed copies of Form W-8BEN of the U.S. Internal Revenue Service, certifying that the undersigned is entitled to claim the tax treaty benefit with respect to U.S. withholding on payments under the Financing Agreement.

Yours faithfully,

By:

Name:

Title:

Enclosures

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Exhibit C-2

WITHHOLDING CERTIFICATE (EFFECTIVELY CONNECTED)

Date: [      ]

First Wind Acquisition IV, LLC as Borrower

Attention: [                            ]

In connection with the Second Amended and Restated Secured Promissory Note, dated as of                                 , 2009, among First Wind Acquisition IV, LLC, a Delaware limited liability company (“Borrower”), HSH Nordbank AG, New York Branch (“HSHN” or “Lender”) (as amended, modified and supplemented and in effect from time to time, the “Note”), the undersigned hereby certifies, represents and warrants that[                          ] is entitled to exemption from withholding tax on payments to it under the provisions of Section 1441(c)(1) or 1442 of the Internal Revenue Code of 1986, as amended, of the United States of America, relating to income which is effectively connected with the conduct of a trade or business within the United States.

We enclose two signed copies of Form W-8ECI of the U.S. Internal Revenue Service.

Yours faithfully,

By:

Name:

Title:

Enclosures

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Exhibit C-3

WITHHOLDING CERTIFICATE (PORTFOLIO INTEREST)

Date: [                ]

First Wind Acquisition IV, LLC as Borrower

Attention: [                                     ]

In connection with the Second Amended and Restated Secured Promissory Note, dated as of                     , 2009, among First Wind Acquisition IV,LLC, a Delaware limited liability company (“Borrower”), HSH Nordbank AG, New York Branch (“HSHN” or “Lender”) (as amended, modified and supplemented and in effect from time to time, the “Note”), the undersigned hereby certifies, represents and warrants that the undersigned: (a) is a corporation organized under the laws of [                                ] whose registered business is managed or controlled in [        ], (b) does not have a permanent establishment or fixed base in the United States or otherwise conduct a trade or business in the United States to which the Financing Agreement or income therefrom is effectively connected, (c) is the beneficial owner of the interest income which arises from its share of the interest income arising from the Note, (d) does not own an equity interest in the Borrower of 10% or more, directly or indirectly, taking into account the ownership rules specified in Section 871(h)(3)(B) and (C) of the Internal Revenue Code of 1986, as amended (the “Code”), (e) is not a related party to the Borrower, taking into account the rules of Section 864(d)(4) of the Code, and (f) is not a bank that has entered into the Note in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code.

We enclose two signed copies of Form W-8BEN.

Yours faithfully,

By:

Name:

Title:

Enclosures

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Schedule 1

Advance Rates

Advance Rates:	Clipper Turbines
	Sheffield          *****
	Steel Winds II  *****
Reduced Advance Rates	Clipper Turbines
	Sheffield          *****
	Steel Winds II  *****

Schedule 2

Appraisal Procedure

A Fair Market Value (“FMV”) appraisal shall be performed by the Appraiser in accordance with the Appraisal Foundation’s Uniform Standards of Professional Appraisal Practice (“USPAP”) and subject to the Appraisal Procedure described below.

Appraisal Procedure

When requested by the Administrative Agent (but not more than once per calendar quarter), the Appraiser shall perform a FMV appraisal of the Turbines. Although the Appraiser must consider all three approaches to value (the Replacement Cost Approach, Sales Comparison Approach, and Income Capitalization Approach), as required and defined under USPAP, it is mutually acknowledged that the Income Capitalization Approach is not appropriate in this circumstance because the Turbines and the Corresponding Project Companies at no time constitute a cash flow-generating entity and since the wind turbine machinery comprising the Turbines consists entirely of uninstalled machinery and equipment that cannot be considered part of a “going concern” at the time of the Appraisal.

The value of the Turbines shall be determined as the lesser of the values produced by the Replacement Cost Approach and the Sales Comparison Approach, assuming, in both Approaches, payment in full and delivery of the Turbines.

In performing the Replacement Cost Approach, the Appraiser shall consider only turbines from manufacturers of comparable industry stature (“Comparable Manufacturers”) in assessing equipment of equivalent functional utility, with due consideration to capacity and future operational costs. In performing the Sales Comparison Approach, the Appraiser shall only consider equipment from Comparable Manufacturers. If, in the Appraiser’s judgment, insufficient data exist regarding recent transactions of equipment from Comparable Manufacturers, the Appraiser shall, in a manner consistent with formal appraisal procedure, adjust the sales comparison indicator of value to reflect differences between the transacted values of equipment from Comparable Manufacturers and transacted values of equipment from other manufacturers. The determination of Comparable Manufacturers shall be based on industry market share and installed base, degree and creditworthiness of warranty coverage, and the performance characteristics of the Equipment.

As part of the Reconciliation of Value Indications, the Appraiser shall report the Value of the Equipment as a single dollar value. Although a range of values may be referenced in the appraisal report, only the single dollar value reported as the Equipment’s Value shall be deemed the conclusion of the Appraisal. The single dollar value should represent the value of the most probable price within the range of values.

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Schedule 3

Collateral

An Amended and Restated Pledge and Security Agreement, duly executed by First Wind Holdings, LLC in favor of the Collateral Agent;

An Amended and Restated Guaranty and Security Agreement, duly executed by First Acquisition IV, LLC in favor of the Collateral Agent;

An Amended and Restated Guaranty and Pledge Agreement, duly executed by First Wind Vermont Holdings, LLC, in favor of the Collateral Agent;

An Amended and Restated Guaranty and Security Agreement, duly executed by Vermont Wind, LLC, in favor of the Collateral Agent;

An Amended and Restated Pledge Agreement, duly executed by First Wind O & M, LLC, in favor of the Collateral Agent;

A Guaranty and Security Agreement, duly executed by Erie Wind, LLC, in favor of the Collateral Agent;

A Guaranty and Pledge Agreement, duly executed by First Wind New York Holdings, LLC, in favor of the Collateral Agent;

A Second Lien Guaranty and Pledge Agreement, duly executed by CSSW Holdings, LLC and CSSW, LLC , in favor of the Collateral Agent; and

The Security Agreements as defined in the FWA Note.

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Schedule 4

List of Project Companies

I. List of Project Companies

·Vermont Wind, LLC

·Erie Wind, LLC

II. List of Qualified Projects

·Sheffield Project: the wind generating facility with a nameplate capacity of 40 megawatts located in Sheffield, Vermont owned by Vermont Wind, LLC.

·Steel Winds II Project: the wind generating facility with a nameplate capacity of 15 megawatts located in Lackawanna, New York owned by Erie Wind, LLC.

III. List of Eligible Qualified Projects

·Sheffield Project

·Steel Winds II Project

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Schedule 5

Material Project Documents

1.Advanced Purchase Fee Agreement, dated as of May 5, 2006, between Washington Electric Cooperative, Inc. and Vermont Wind, LLC

2.Agreement dated as of June 7, 2006 between the Town of Sheffield and Vermont Wind, LLC, as amended by the Amendment, dated as of February 6, 2008.

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Schedule 6

Insurance Requirements

(See Attached)

Client#: 1480

FIRSTWIN

ACORDTMCERTIFICATE OF LIABILITY INSURANCE

DATE(MM/DD/YYYY) 03/02/09

PRODUCER

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

William Gallagher Associates

Insurance Brokers, Inc.

470 Atlantic Avenue

Boston, MA 02210

INSURERS AFFORDING COVERAGE

NAIC #

INSURED

INSURER A: Federal Insurance Company

20281

First Wind Acquisition IV, LLC

INSURER B: Arch Insurance Company

11150

First Wind Energy, LLC

INSURER C: Lloyd’s Of London/JLT Solutions

15792

85 Wells Avenue, Suite 305

INSURER D:

Newton, MA 02459

INSURER E:

COVERAGES

THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

ADDL INSRF

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE DATE (MM/DD/YY)

POLICY EXPIRATION DATE (MM/DD/YY)

LIMITS

A

GENERAL LIABILITY

37112840

02/15/09

02/15/10

EACH OCCURRENCE

$1,000,000

x  COMMERCIAL GENERAL LIABILITY

DAMAGE TO RENTED PREMISES (Ea occurrence)

$1,000,000

o  CLAIMS MADE

x  OCCUR

MED EXP (Any one parson)

$10,000

o

PERSONAL & ADV INJURY

S1,000,000

o

GENERAL AGGREGATE

$2,000,000

GENL AGGREGATE LIMIT APPLIES PER:

PRODUCTS -COMP/OP AGG

$2,000,000

o  POLICY

o  PROJECT

o  LOC

A

AUTOMOBILE LIABILITY

73539135

03/01/09

03/01/10

COMBINED SINGLE LIMIT (Ea accident)

$1,000,000

A

x  ANY AUTO

73525609

03/01/09

03/01/10

BODILY INJURY (Per person)

$

o  ALL OWNED AUTOS

BODILY INJURY (Per accident)

$

o  SCHEDULED AUTOS

PROPERTY DAMAGE (Per accident)

$

x  HIRED AUTOS

AUTO ONLY - EA ACCIDENT

$

x  NON-OWNED AUTOS

OTHER THAN

EA ACC

$

o

AUTO ONLY:

AGG

$

o

GARAGE LIABILITY

o  ANY AUTO

o

A

EXCESS/UMBRELLA LIABILITY

79833689

02/15/09

02/15/10

EACH OCCURRENCE

$25,000,000

x  OCCUR

o  CLAIMS MADE

AGGREGATE

$25,000,000

$

o  DEDUCTIBLE

$

o  RETENTION

$

$

WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY

WC STATUTORY LIMITS

OTHER

ANY PROPRIETOR/PARTNER/EXECUTIVE

E.L. EACH ACCIDENT

$

OFFICER/MEMBER EXCLUDED?

EL. DISEASE - EA EMPLOYEE

$

If yes. describe under SPECIAL PROVISIONS below

EL. DISEASE - POLICY LIMIT

$

A

OTHER Com Property

37113152

11/18/08

11/18/09

See Description Section

B

Aircraft Liab.

11NOA5916901

09/14/08

09/14/09

See Description Section

C

BAR

WI090676

02/15/08

02/15/10

See Description Section

DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS

(See Attached Descriptions)

CERTIFICATE HOLDER

CANCELLATION

HSH-Nordbank AG, New York Branch as Administrative Agent Attn: Energy Portfolio 230 Park Avenue New York, NY 10169-0005

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE

ACORD 25(2001/08)

#S135325/M135324

MCL

® ACORD CORPORATION 1988

1

IMPORTANT

If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

DISCLAIMER

The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.

2

DESCRIPTIONS (Continued from Page 1)

Commercial Property Policy #37113152

Project Entity: As Declared

Blanket Limit: As Declared

Deductible: $25,000 except Earthquake and Flood: $50,000

Non-Owned Aviation Policy #11NOA5916901

Limit of Liability: $25,000,000

INSURER D

World Wide Transit Policy #OMC3H548425002

Limit of Liability: $15,000,000 per conveyance

Deductible: $10,000 each and every loss

Delay in Start Up: $48,762,000 (W/R/T Milford Wind Corridor Phase I, LLC) or as declared

as a per project basis

Deductible: 20 days each and every loss

Builders Risk and Operational Policy #WI090676

Project Entity: Milford Wind Corridor Phase I, LLC

Construction Property Damage: $352,980,903

Transmission & Distribution Lines Construction Property Damage: $64,231,211

Delay in Start Up: $48,762,000

Operational Property Damage/Machinery Breakdown: $312,513,886

Transmission & Distribution Lines Operational Property Damage: $64,231,211

Operational Business Interruption: $48,762,000

Deductibles:

Section 4: $75,000 each and every occurrence or series of occurrences per the attached

Section 5: 30 continuous days for BI and Extra Expense per the attached

Sublimits applicable to policy: See attached

Agents and Lenders are included as Additional Insureds, provided Waiver of Subrogation and Coverage is Primary and Non Contributory with regard to all listed policies as stated in the Amended and Restated Secured Promissory Note.

Administrative Agent has been added as sole Loss Payee in accordance with Schedule 6 of the Amended and Restated Secured Promissory Note.

60 days notice of cancellation or reduction in coverage is provided except for 10 days for nonpayment of premium

3

Schedule 7

[ Intentionally Omitted ]

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Schedule 8

Governmental Approvals as of the Effective Date

Sheffield

1.State of Vermont Public Service Board Order Re Construction of MET Towers entered February 21, 2008.

2.Construction General Permit 3-9020 (2006) Authorization of Notice of Intent #5535-9020.1 from the State of Vermont Department of Environmental Conservation Water Quality Division dated November 15, 2007.

3.State of Vermont Public Service Board Order Re Motions and Requests for Modification, Amendment, Clarification and Correction entered October 1, 2007.

4.     State of Vermont Public Service Board Certificate of Public Good issued August 8, 2007.

Schedule 9

Material Liabilities and Assets

Amended and Restated Turbine Operation, Maintenance and Service Agreement dated the 31st day of December, 2007, by and between First Wind O&M, LLC (formerly known as UPC Wind O&M, LLC,) as Project Manager, and Clipper Fleet Services, Inc., as Operator as modified,  amended, supplemented and restated from time to time (with respect to 64 Turbines).

Turbine Operation, Maintenance and Service Agreement dated the 31st day of December, 2007, by and between First Wind O&M (formerly known as UPC Wind O&M, LLC), as project Manager, and Clipper Fleet Services, Inc., as Operator as modified, amended, supplemented and restated from time to time (with respect to 16 Turbines).

Amended and Restated Turbine Supply Agreement dated the 31st day of December, 2007, by and between First Wind Acquisition IV, LLC (formerly known as UPC Wind Acquisition IV, LLC), as Purchaser, and Clipper Turbine Works, Inc., as Supplier, as modified, amended, supplemented ad restated from time to time (with respect to 64 Turbines).

Turbine Supply Agreement dated the 31st day of December, 2007, by and between First Wind Acquisition IV, LLC (formerly known as UPC Wind Acquisition IV, LLC), as Purchaser, and Clipper Turbine Works, Inc., as Supplier, as modified, amended, supplemented ad restated from time to time (with respect to 16 Turbines).

Amended and Restated Warranty Agreement dated the 31st day of December, 2007, by and between First Wind Acquisition IV, LLC (formerly known as UPC Wind Acquisition IV, LLC) as Purchaser, and Clipper Turbine Works, Inc., as Supplier, as modified, amended, supplemented and restated from time to time (with respect to 64 Turbines).

Warranty Agreement dated the 31st day of December, 2007, by and between First Wind Acquisition IV, LLC as Purchaser (formerly known as UPC Wind Acquisition IV, LLC), and Clipper Turbine Works, Inc., as Supplier, as modified, amended, supplemented and restated from time to time (with respect to 16 Turbines).

Turbine Supply Agreement dated as of April 22, 2009, by and between First Wind Acquisition IV, LLC as Purchaser, and Clipper Turbine Works, Inc., as Supplier, as modified, amended, supplemented and restated from time to time (with respect to 6 Turbines).

Schedule 10

Turbine Supply Documents

1.Amended and Restated Turbine Supply Agreement dated as of December 31, 2007, between Clipper Turbine Works, Inc., as Supplier, and First Wind Acquisition IV, LLC as Purchaser. (Sheffield)

2.Agreement dated as of March 24, 2008, by and among First Wind Energy, LLC (formerly UPC Wind Management, LLC), Niagara Wind Power, LLC, First Wind O&M, LLC (formerly UPC Wind O&M, LLC as successor to UPC New York Wind O&M, LLC), First Wind Acquisition III, LLC (formerly UPC Wind Acquisition III, LLC), First Wind Acquisition IV, LLC (formerly UPC Wind Acquisition IV, LLC,) First Wind Acquisition V, LLC (formerly UPC Wind Acquisition V, LLC), Canandaigua Power Partners, LLC, and Canandaigua Power Partners II, LLC on the one hand, and Clipper Windpower, Inc., Clipper Turbine Works, Inc., and Clipper Fleet Services, Inc on the other hand.

3.Settlement and Release of Claims Agreement dated as of December 31, 2007, by and among First Wind Energy, LLC (formerly UPC Wind Management, LLC), Niagara Wind Power, LLC, First Wind O&M, LLC (formerly UPC Wind O&M, LLC as successor to UPC New York Wind O&M, LLC), First Wind Acquisition III, LLC (formerly UPC Wind Acquisition III, LLC), and First Wind Acquisition IV, LLC (formerly UPC Wind Acquisition IV, LLC) on the one hand, and Clipper Windpower, Inc., Clipper Turbine Works, Inc., and Clipper Fleet Services, Inc., on the other hand.

4.Warranty Agreement dated as of December 31, 2007, between Clipper Turbine Works, Inc., as Supplier, and First Wind Acquisition IV, LLC, as Purchaser. (Sheffield)

5.Turbine Operation, Maintenance and Service Agreement dated as of December 31, 2007, between First Wind O&M, LLC, as Project Manager, and Clipper Fleet Services, Inc., as Operator. (Sheffield)

6.Turbine Supply Agreement dated as of April 22, 2009, by and between First Wind Acquisition IV, LLC as Purchaser, and Clipper Turbine Works, Inc., as Supplier (Steel Winds II).

7.Omnibus Agreement, dated as of December 30, 2008, by and among First Wind Energy, LLC, Niagara Wind Power, LLC, First Wind Acquisition III, LLC, First Wind Acquisition IV, LLC, and First Wind Acquisition V, LLC, on the one hand, and Clipper Windpower, Inc., Clipper Turbine Works, Inc., and Clipper Fleet Services, Inc. on the other hand.

Schedule 11

Top-Up Amount Schedule

(See Attached)

Schedule 11 Top Up Schedule

Project

Contract

QP Determination

Vendor

WTGType

#WTGs

MWs

Contract Price

Holdback Percentage

Holdback Amount

Adjusted Value

Advance Rate

Maximum Debt Capacity

KWP II

702001

QP

GE

1.5 SE

14

21

*****

*****

*****

*****

*****

*****

Oakfield

351-503664 (TPO #10)

QP

GE

1.5 SLE

28

42

*****

*****

*****

*****

*****

*****

Oakfield

1-J3XTQ

QP

GE

1.5 SLE

9

13.5

*****

*****

*****

*****

*****

*****

Oakfield

700857

QP

GE

1.5 SLE

34

51

*****

*****

*****

*****

*****

*****

Stetson II

J3XU5

QP

GE

1.5 SLE

17

25.5

*****

*****

*****

*****

*****

*****

Rollins

351-702737

QP

GE

1.5 SLE

40

60

*****

*****

*****

*****

*****

*****

Total Wind Acq I

142

213

*****

*****

*****

224,282,543

Steel Winds II

TSA-6

QP

Clipper

C96

6

15

*****

*****

*****

*****

*****

*****

Sheffield

Sheffield

QP

Clipper

C96,C93

16

40

*****

*****

*****

*****

*****

*****

Total Wind Acq IV

22

55

*****

*****

*****

43,063,720

									Less:	Less:	Equals
Appraised Value	Contract Value	“Value”	Holdback Percentage	Holdback Amount	Adjusted Value	Advance Rate	“TMDCT”	“TMDCT”	TMDCT”	Contributed Equity	Top Up Requirement
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****		*****			224,282,543	224,282,543	224,282,543	—	—
*****	*****	*****	*****		*****	*****	*****	*****	*****	—	—
*****	*****	*****	*****	*****	*****	*****	*****	*****	*****	—	—
*****	*****	*****		*****			43,063,720	43,063,720	43,063,720	—	—
Current Top Up Cap	20,000,000
Net Top Up Amount

Schedule 12

Post Closing Deliverables

1.Accounts. On or before January 15, 2009, Holdings shall deliver (or cause to be delivered) to the Collateral Agent written evidence that all accounts of Holdings or its subsidiaries currently maintained at Bank of America are either covered by one or more account control agreements in form and substance reasonably satisfactory to the Collateral Agent or that such accounts have been closed and moved to Citibank, N.A. ("Citibank") and are covered by one or more account control agreements in form and substance similar to the account control agreement(s) (in relation to accounts of Holdings and certain of its subsidiaries) entered into by the Collateral Agent, Holdings and Citibank on or before the Effective Date, or in such other form as the Collateral Agent may approve, providing for the perfection of the Collateral Agent's security interest in all deposit accounts constituting part of the Collateral under, and subject to, the Amended Documents.

2.Mortgages. On or before the applicable date set forth in the chart contained in Section 4 below, each Project Company shall deliver (or cause to be delivered) to the Collateral Agent a fully executed (except for the Collateral Agent) Mortgage in favor of the Collateral Agent (each of which mortgage shall be in form and substance suitable for recordation in the applicable jurisdiction), and each such Mortgage shall be recorded, as follows:

With respect to each Project, one or more Mortgages shall be recorded on (i) the site(s) on which Turbines will be erected on the earlier to occur of (A) the date of erection of the Turbines thereon and (B) the date specified in the below chart and (ii) the remaining real property rights on or before the date for recording specified in the below chart; provided further that, with respect to the property rights described only in the foregoing clause (ii), none of Holdings or its affiliates shall be obligated to make any payment to any such counterparty (other than covering legal fees, filing fees and other transaction costs in the Borrower's sole discretion) to induce such counterparty to enter into such security arrangement.

3.Title Insurance. The Borrower shall deliver to the Agent a copy of any title reports with respect to the interest of Holdings or any applicable Project Company in each project site as soon as reasonably practicable after receipt of the same by the Borrower or the applicable Project Company. On or before (a) December 31, 2008, in connection with the sites on which Turbines are in such types and amounts as may be reasonably required giving due regard for the development stage of the Project and the amount of the obligations secured thereby.

4.Consents to Assignment. On or before the date set forth in the chart in Section 4 below, each Project Company shall deliver a fully executed (except for the Collateral Agent) Consent (which Consent shall be in form and substance reasonably satisfactory to the Collateral Agent in light of the types of Consents entered into for projects of this type) for each Material Project Document to which such Project Company is a party that is:

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

(a)a power purchase, renewable energy credit sales or other revenue agreement,

(b)an interconnection agreement,

(c)the Turbine Supply Documents,

(d)a balance of plant construction agreement,

(e)a substation transformer purchase agreement, and

(f)a payment in lieu of taxes agreement;

provided, that (x) the time period set forth in the below chart shall be extended for such additional period as may be reasonably necessary to obtain the signature of the counterparty to such Consent so long as the Project Company is using diligent and commercially reasonable efforts to satisfy this requirement, (y) promptly (but in any event within ten (10) Business Days) after receipt of comments from any such counterparty requesting modifications to the Consent, the Collateral Agent shall respond with counterproposals thereto and (z) notwithstanding any of the foregoing in this Section 2, none of the Project Company nor any of its Affiliates shall be obligated to make any payment to any such counterparty to induce such counterparty to enter into such Consent.

5.Chart of Time Periods. The following is the chart containing the delivery dates for the deliverables referenced in Sections 2 and 3 above. The deliverables are required in connection with the Financing Agreement (as defined in the Omnibus Agreement) stated in parentheses.

Type of Basic Document, Project and Financing Agreement	Delivery Date
Execution and delivery of the Mortgage(s) for the Stetson II Project (FWA Note)	12/31/08
Execution and delivery of Mortgage(s) for the Rollins Project (FWANote)	12/31/08
Execution and delivery of Mortgage(s) for the Oakfield Project (FWA Note)	12/31/08
Execution and delivery of Mortgage(s) for the Sheffield Project (WA IV)	2/28/09
Execution and delivery of Mortgage(s) for the Steel Winds II Project(WA IV)	9/15/09
Consents for Sheffield and Steel Winds II (WA IV)	9/15/09
Recordation of Mortgage(s) for Rollins, Oakfield, Stetson II, Sheffield, Steel Winds II (FWA Note)	Prior to erectionof any Turbinesat the applicableProject site, orupon an Event

	of Default at Agent's election
Recordation of any other Mortgage(s) not previously recorded	Upon an Eventof Default atAgent's election
Mortgage for KWP II (FWA Note)	No Mortgage will be given
Consents for Rollins (FWA Note)	N/A
Consents for Stetson II (FWA Note)	N/A
Consents for Oakfield (FWA Note)	N/A
Consents for KWP II (FWA Note)	N/A

Schedule 13

Loan Capacity

(See Attached)

SECOND AMENDED AND RESTATED

SECURED PROMISSORY NOTE

FIRST WIND ACQUISITION IV, LLC

Schedule 13 — Loan Capacity

						Maximum Loan
Project	Contract	Vendor	WTG Type	# WTGs	MWs	Amount
KWPII	702001	GE	1.5 SE	14	21	*****
Oakfield	351-503664 (TPO #10)	GE	1.5 SLE	28	42	*****
Oakfield	1-J3XTQ	GE	1.5 SLE	9	13.5	*****
Oakfield	700857	GE	1.5 SLE	34	51	*****
Stetson II	J3XU5	GE	1.5 SLE	17	25.5	*****
Rollins	351-702737	GE	1.5 SLE	40	60	*****
Total Wind Acq I				142	213	224,282,543
Steel Winds II	TSA-6	Clipper	C96	6	15	*****
Sheffield	Sheffield	Clipper	C96,C93	16	40	*****
Total Wind Acq IV				22	55	43,063,720

EX-10.14

Exhibit 10.14

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SECOND AMENDED AND RESTATED GUARANTY

SECOND AMENDED AND RESTATED GUARANTY, dated as of July 17, 2009 (as amended, modified or supplemented from time to time, this “Guaranty”), made by FIRST WIND HOLDINGS, LLC (formerly known as UPC Wind Partners, LLC), a Delaware limited liability company (the “Guarantor”).

This Guaranty amends and restates in its entirety the Amended and Restated Guaranty dated as of December 12, 2008 made by the Guarantor in favor of the Lender.

WITNESSETH:

WHEREAS, reference is hereby made to that certain Fourth Amended and Restated Secured Promissory Note, of even date herewith (as amended, supplemented, amended and restated or otherwise modified from time to time, the “FWA Promissory Note”), by and between First Wind Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Guarantor (“FWA”) and HSH Nordbank AG, New York Branch (“HSHN” or the “Lender”);

WHEREAS, reference is hereby made to that certain Second Amended and Restated Secured Promissory Note, of even date herewith (as amended, supplemented, amended and restated or otherwise modified from time to time, the “FWA4 Promissory Note”), by and between First Wind Acquisition IV, LLC a Delaware limited liability company and a wholly-owned subsidiary of the Guarantor (“FWA4”) and HSHN;

WHEREAS, the Guarantor is the direct parent of FWA and FWA4;

WHEREAS, it is a condition precedent to the effectiveness of the FW Credit Facilities that the Guarantor has executed and delivered this Guaranty; and

WHEREAS, the Guarantor will directly and indirectly benefit from the consummation of the transactions contemplated by the FW Credit Facilities and, accordingly, desires to execute this Guaranty in order to satisfy the condition precedent set forth in the FW Credit Facilities.

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Guarantor, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby makes the following representations and warranties to the Lender and hereby covenants and agrees with the Lender as follows:

1.             Definitions. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term (whether directly or by reference to another agreement or document) in the FWA4 Promissory Note as in effect on the date hereof (or as modified with the consent of the Secured Parties), and if not defined therein, the UCC (as defined below). The Rules of Interpretation set forth in the FWA4 Promissory Note, as applicable, are hereby incorporated by reference as if fully set forth herein. In addition to the

1

terms defined in the FWA4 Promissory Note, the preamble and the recitals, the following terms shall have the following respective meanings:

“Administrative Agent” shall have the meaning set forth in the applicable FW Credit Facility.

“Affiliate” shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided, however, that, in any event, any Person which owns directly or indirectly 30% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 30% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

“AIMCO Credit Agreement” shall mean the Credit Agreement, dated as of the date hereof, among CSSW, LLC, CSSW Holdings, LLC, the lenders from time to time party thereto, and Wells Fargo, N.A., as administrative agent and collateral agent.

“AIMCO Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of the date hereof, among Wells Fargo, N.A. and HSHN.

“Anti-Money Laundering Laws” means any laws or regulations relating to money laundering or terrorist financing, including, without limitation, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act); Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103; and any similar laws or regulations currently in force or hereafter enacted.

“Basic Document” shall mean this Guaranty, the Holdings Loan Agreement, the Security Agreements, the Consents, each Interest Rate Protection Agreement, each Basic Document as defined under the corresponding FW Credit Facility, and any other documents, agreements, or instruments entered into by the Guarantor and the Obligors with the Lender or any Swap Counterparty in connection with any of the foregoing.

“Borrower,” and collectively, “Borrowers” shall mean, as applicable, FWA and FWA4; provided, however, that after the occurrence of the Release Event, “Borrower” and “Borrowers” shall mean only FWA4.

“Budget Termination Event” shall mean the occurrence of all of the following: (a) (i) the Release Event or (ii) pursuant to request by the Borrower, written confirmation from the Administrative Agent that the aggregate outstanding amount of Loans under the FWA

2

Promissory Note and the FWA4 Promissory Note is equal to or less than $50,000,000; and (b) no Default or Event of Default shall have occurred and be continuing as of such date.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks are authorized or required to close in New York, New York.

“Change of Control” shall mean an event or any series of events by which (i) the Sponsors taken together cease to have the power, directly or indirectly, to vote or direct the voting of membership interests carrying the voting rights to elect the majority of the board of directors of the Guarantor or (ii) the Sponsors taken together cease to own legally and beneficially at least 50% of the membership or economic interests of the Guarantor.

“Cohocton Mini-Perm Financing Agreement” shall mean the Financing Agreement, dated as of March 30, 2009, among New York Wind, LLC and HSHN, as arranger, administrative agent and security agent, Norddeutsche Landesbank Girozentrale, as arranger, and the lenders parties thereto.

“Cohocton Project” shall mean the wind generating facilities with a nameplate capacity of approximately 125 megawatts located in the Town of Cohocton, New York.

“Collateral” shall mean all assets which are subject or required to become subject to the security interests or liens granted by the Guarantor and the other Obligors, and such other entities as set forth in Schedule 2, as applicable, under any of the Security Agreements.

“Collateral Agent” shall have the meaning set forth in the applicable FW Credit Facility.

“Commodity Hedge Agreements” shall mean the Existing Commodity Hedge Agreements and any other hedging agreement entered into from time to time by any Project Company.

“Consents” shall mean any consent reasonably requested from time to time by the Collateral Agent with respect to any Material Project Document in a form and substance reasonably satisfactory to the Collateral Agent.

“Corresponding Term Loan” shall have the meaning set forth in the applicable FW Credit Facility.

“D. E. Shaw Sponsor” shall mean D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company.

“Default” shall mean any event that with the passage of time or giving notice would result in an Event of Default.

“Demand” shall have the meaning set forth in Section 6(b) hereof.

3

“Development Budget” shall mean the detailed budget for the Guarantor and its subsidiaries that includes, among other things, all sources and uses for the funds and expenditures necessary for the development of the Eligible Qualified Projects and other required or permitted expenditures for the Guarantor and its subsidiaries through December 31, 2010, which is attached as Schedule 4 to this Guaranty, as may be amended pursuant to a proposal by the Guarantor and approval by the Administrative Agent hereunder (which approval shall be in the Administrative Agent’s sole discretion).

“Earmarked Expenditures” shall mean the specific expenditures (each as to specific amount, purpose and timing) identified in the Development Budget.

“Effective Date” shall mean the date hereof.

“Eligible Qualified Projects” shall mean the projects listed on Schedule 4 to the FWA Promissory Note and Schedule 4 to the FWA4 Promissory Note; provided that, after the Release Event, “Eligible Qualified Projects” shall include only the projects listed on Schedule 4 to the FWA4 Promissory Note.

“Eligible Qualified Project Company” shall mean a Project Company which develops an Eligible Qualified Project; provided, that a Project Company shall no longer be an Eligible Qualified Project Company upon the indefeasible repayment in full of all Corresponding Term Loans, as defined in the applicable FW Credit Facility (including the principal of and all interest and fees on such Corresponding Term Loan) for all Turbines installed or intended to be installed at such Eligible Qualified Project and the release of such Eligible Qualified Project Company, such Eligible Qualified Project and such Turbines from the lien of the Security Agreements in accordance with their terms.

“Event of Default” shall (i) have the meaning assigned to it in Section 6(a) hereof or (ii) have the meaning assigned to it in the FW Credit Facilities.

“Excess Cash” shall mean, for any month, for any operating wind power generating facility owned directly or indirectly by the Guarantor, an amount equal to the cash operating profits and all other net cash amounts received by any Obligor in respect of each such operating wind power generating facility during such monthly period less an amount for a working capital reserve equal to the aggregate budgeted operating expenditures for each such facility for the next succeeding three (3) months.

“Existing Commodity Hedge Agreements” shall mean, collectively or individually, depending on the context, (i) the Master Agreement, dated as of August 21, 2007, between New York Wind, LLC and Credit Suisse Energy LLC, and all associated Schedules, Annexes and Confirmations thereto, as amended by that certain First Amendment to ISDA Master Agreement dated as of August 20, 2008 and that certain Second Amendment to ISDA Master Agreement dated as of December 11, 2008, as amended by that certain Third Amendment to ISDA Master Agreement dated as of March 27, 2009, (ii) the Commodity Swap Confirmation, dated as of September 20, 2006, between Niagara Wind Power, LLC and Morgan Stanley Capital Group, Inc., and all associated Schedules, Annexes and Confirmations thereto, and (iii)

4

the ISDA Master Agreement, dated as of June 11, 2008, between Stetson Holdings, LLC and Constellation Energy Commodities Group, Inc., and all associated Schedules, Annexes and Confirmations thereto.

“FERC” shall mean the Federal Energy Regulatory Commission.

“First Wind Holdings Pledge Agreement” shall mean the Amended and Restated Pledge and Security Agreement, dated as of December 12, 2008, by and between the Guarantor and HSHN, as amended by the Global Amendment to Guaranty and Security Agreements, Guaranty and Pledge Agreements, Pledge Agreements and Pledge and Security Agreement, dated as of February 26, 2009, and the Second Global Amendment to Guaranty and Security Agreements, Guaranty and Pledge Agreements, Pledge Agreements, and Pledge and Security Agreement, dated as of the date hereof, and as further amended from time to time.

“FW Credit Facility” and collectively, “FW Credit Facilities” shall mean, as applicable, the FWA Promissory Note and the FWA4 Promissory Note; provided, however, that after the occurrence of the Release Event, “FW Credit Facility” and “FW Credit Facilities” shall mean only the FWA4 Promissory Note.

“FWA” shall have the meaning set forth in the recitals hereto.

“FWA Guaranteed Obligations” shall mean any and all obligations, indebtedness, liabilities, and other obligations of FWA (including, but not limited to, all such obligations in respect of principal, interest (including post-petition interest), fees, indemnities, costs and other expenses, whether due after acceleration or otherwise and whether incurred before or after the bankruptcy of FWA), of whatever nature and however evidenced, owed to the Secured Parties under or pursuant to the FWA Promissory Note, the Commodity Hedge Agreements and/or each other Basic Document, in each case, direct or indirect, primary or secondary, fixed or contingent, now or hereafter arising out of or relating to any such document.

“FWA Promissory Note” shall have the meaning set forth in the recitals hereto.

“FWA4” shall have the meaning set forth in the recitals hereto.

“FWA4 Guaranteed Obligations” shall mean any and all obligations, indebtedness, liabilities, and other obligations of FWA4 (including, but not limited to, all such obligations in respect of principal, interest (including post-petition interest), fees, indemnities, costs and other expenses, whether due after acceleration or otherwise and whether incurred before or after the bankruptcy of FWA4), of whatever nature and however evidenced, owed to the Secured Parties under or pursuant to the FWA4 Promissory Note, the Commodity Hedge Agreements and/or each other Basic Document, in each case, direct or indirect, primary or secondary, fixed or contingent, now or hereafter arising out of or relating to any such document.

“FWA4 Promissory Note” shall have the meaning set forth in the recitals hereto.

“FWA5 Turbine Supply Agreements” shall mean those certain Turbine Supply

5

Agreements, dated as of December 31, 2007, by and between UPC Wind Acquisition V, LLC and Clipper Turbine Works, Inc.

“GAAP” shall mean generally accepted accounting principles in the United States of America, consistently applied.

“Government” shall mean the United States of America and its departments and agencies.

“Governmental Authority” shall mean any national, state, municipal, territorial, or local government, any political subdivision thereof or any other governmental department, commission, board, judicial, public, regulatory or statutory instrumentality, authority, body, agency, bureau or entity (including any zoning authority, FERC and the New York State Public Service Commission) any of which has the authority to bind a party at law or having jurisdiction over the Guarantor or its subsidiaries.

“Guaranteed Obligations” shall mean, in the aggregate, the FWA Guaranteed Obligations and the FWA4 Guaranteed Obligations; provided, however, that immediately upon the occurrence of the Release Event, the Guarantor’s guarantee of the FWA Guaranteed Obligations shall terminate and this Guaranty shall no longer be enforceable against the Guarantor with respect to the FWA Guaranteed Obligations.

“Guarantor” shall have the meaning set forth in the preamble hereto.

“Guaranty” shall have the meaning set forth in the preamble hereto.

“Holdings Loan Agreement” shall mean that certain Letter of Credit and Reimbursement Agreement, dated as of the date hereof, by and between the Guarantor and HSHN.

“HSHN” shall have the meaning set forth in the recitals hereto.

“Indebtedness” of any Person shall mean (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities or the sale of property of such Person to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property of such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price for any property of such Person; (c) any indebtedness of others secured by a lien or other encumbrance on any property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) all obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person (whether contingent or otherwise); (e) obligations of such Person in respect of surety bonds or similar instruments (whether contingent or otherwise); (f) obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) any property of such Person to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under generally accepted accounting principles applied

6

on a consistent basis (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board) and (g) indebtedness of others as described in clauses (a) through (f) above in any manner guaranteed by such Person or as to which such Person has an obligation substantially the economic equivalent of a guarantee.

“Indemnified Party” has the meaning assigned to such term in Section 12(a).

“Independent Engineer” shall have the meaning set forth in the applicable FW Credit Facility.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated of October 17, 2007, as amended from time to time, between HSHN, the D. E. Shaw Sponsor and Madison Dearborn Sponsor.

“Interest Rate Protection Agreement” shall mean, collectively or individually, depending on the context, any ISDA Master Agreement between Borrower and each Swap Counterparty and all associated Schedules, Annexes and Confirmations thereto, and any other interest rate swap, cap, collar or floor agreement or foreign exchange agreement or similar arrangement between the Borrower and any Swap Counterparty providing for the transfer or mitigation of interest risks either generally or under specific contingencies and in form and substance reasonably satisfactory to the Collateral Agent.

“Intermediate Holding Companies” shall mean the subsidiaries of the Guarantor that directly or indirectly own interests in any Project Company.

“Investment” shall mean (a) the acquisition (whether for cash, property, services, securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by the person entering into such short sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other person (including the purchase of property from another person subject to an understanding or agreement, contingent or otherwise, to resell such property to such person, but excluding any such advance, loan or extension of credit having a term not exceeding 90 days representing the purchase price of services or goods sold by such person in the ordinary course of business); (c) the entering into of any guarantee of, or other contingent obligation with respect to, indebtedness or other liability of any other person and (without duplication) any amount committed to be advanced, lent or extended to such person or (d) the entering into of any Commodity Hedge Agreement.

“Kahuku Project” shall mean an approximately 30 MW wind project located on the North Shore of Oahu, Hawaii, owned by Kahuku Wind Power, LLC.

“Lender” shall have the meaning set forth in the recitals hereto.

“Liquidity Forecast” shall have the meaning set forth in Section 3(e) hereof.

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“Loans” shall have the meaning set forth in the applicable FW Credit Facility.

“Longfellow Project” shall mean an approximately 40 MW wind project located in Rumford, Maine owned by Longfellow Wind, LLC.

“Madison Dearborn Sponsor” shall mean Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership.

“Mars Hill Project” shall mean the wind generating facility with a nameplate capacity of 42 MW wind project located in Mars Hill, Maine.

“Material Adverse Effect” shall mean any event, condition or occurrence of whatever nature that would result in a material adverse change in (a) the business, results of operations, condition or financial condition of the Guarantor, the Borrowers or their respective subsidiaries that are parties to Security Agreements, taken as a whole, (b) the ability of the Guarantor, each Borrower and each subsidiary thereof that is party to a Security Agreement to perform its obligations under the Basic Documents to which such entity is a party, or (c) the validity, priority or enforceability of the liens on the Collateral granted pursuant to the Security Agreements.

“Material Project Documents” shall mean each of the following project documents executed and delivered with respect to an Eligible Qualified Project: (a) any Commodity Hedge Agreement, (b) an interconnection agreement, (c) all necessary real estate documents for the Eligible Qualified Project, (d) the Turbine Supply Documents (including the Turbine Supply Documents assigned and transferred to any Eligible Qualified Project, (e) a warranty agreement, (f) a service agreement, (g) an operations and maintenance agreement, and (h) any other project documents, in the case of clauses (e), (f), (g) and (h) necessary for the development, construction, ownership and operation of the Eligible Qualified Project, including any power purchase agreements, balance of plant contracts or equity capital contribution agreements, but excluding any documents executed and delivered in connection with the financing of an Eligible Qualified Project as set forth in the definition of “Permitted Indebtedness” herein.

“Milford II Project” shall mean an approximately 100 MW wind project located in Beaver and Millard Counties, Utah and owned by Milford Wind Corridor Phase II, LLC.

“Minimum Members’ Equity” shall mean, for purposes of Section 3 and clause (j) in the definition of “Permitted Indebtedness” hereunder, as of the date of measurement, the aggregate amount of cash contributed to the Guarantor by its members as equity contributions since April 28, 2006, minus the aggregate amount of all Restricted Payments issued by Guarantor to the members since April 28, 2006; provided, however, that any capital contributions made to the Guarantor by PIP3PX FirstWind LLC Ltd. and PIP3GV FirstWind LLC Ltd. shall be excluded from such calculations hereunder.

“Net Cash Proceeds” shall mean (a) with respect to any Subject Disposition, the aggregate cash proceeds actually received by the Guarantor and its subsidiaries pursuant to such

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Subject Disposition net of (i) the costs relating to such Subject Disposition (including, without limitation, sales commissions, and legal, accounting, investment banking and other professional fees, commissions and expenses), (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Subject Disposition, (iii) taxes paid or reasonably estimated by the Guarantor and its subsidiaries to be payable as a result thereof, (iv) amounts required to be applied to the repayment of any Indebtedness secured by a Permitted Lien on the asset subject to such Subject Disposition (including the repayment of Corresponding Term Loans under the FWA Promissory Note and FWA4 Promissory Note, as applicable, including accrued interest and fees thereon), (v) all money actually applied (or committed to be applied) to repair, replace or reconstruct damaged property or property affected by a casualty event or condemnation, all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, and any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments and (vi) any portion of any such proceeds which the Guarantor and its subsidiaries determines in good faith should be reserved for post-closing adjustments and indemnities; and (b) with respect to any debt or equity financing, the aggregate cash proceeds actually received by the Guarantor and its subsidiaries pursuant to such debt or equity financing, net of (i) the costs relating to such financing (including sales and underwriter’s commission), (ii) the repayment of Corresponding Term Loans under the FWA Promissory Note and the FWA4 Promissory Note (as defined therein), as applicable, including accrued interest and fees thereon, (iii) the repayment of all obligations under the Cohocton Mini-Perm Financing Agreement or the Stetson I Project Financing Agreement, as applicable, including accrued interest and fees thereon, (iv) the repayment of Term Loans under the AIMCO Credit Agreement, as defined and to the extent required thereunder, and (v) with respect to any financing by a Project Company or its immediate parent company, an amount for (A) a working capital reserve equal to the aggregate budgeted operating expenditures for such Project Company for the next succeeding three (3) months and (B) any reserves required by the terms of contractual limitations under joint ventures with non-Affiliates, tax equity documents or other financing arrangements in respect of such Project Company.

“Obligor” shall mean (a) prior to the occurrence of the Release Event, the Guarantor, the Borrowers and each subsidiary thereof that is party to a Security Agreement, and (b) on and after the occurrence of the Release Event, the Guarantor, FWA4 and each Eligible Qualified Project Company that is party to a Security Agreement.

“OFAC” means the United States Department of Treasury Office of Foreign Assets Control.

“OFAC Laws” means any laws, regulations, and Executive Orders relating to the economic sanctions programs administered by OFAC, including without limitation, the International Emergency Economic Powers Act, 50 U.S.C. sections 1701 et seq.; the Trading with the Enemy Act, 50 App. U.S.C. sections 1 et seq.; and the Office of Foreign Assets Control, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq. (implementing the economic sanctions programs administered by OFAC).

“OFAC SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC.

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“OFAC Violation” has the meaning assigned to such term in Section 3(s)(v) of this Guaranty.

“Original Effective Date” shall mean December 12, 2008.

“Outstanding HSH Loans” shall mean the FW Credit Facilities and all other Indebtedness extended by HSHN to the Borrowers or any Affiliates of the Borrowers to the extent that HSHN is a lead arranger or an administrative agent with respect thereto and any guarantee of the foregoing.

“Permitted Indebtedness” shall mean (a) the Indebtedness under the Basic Documents; (b) Outstanding HSH Loans and other Indebtedness permitted under the terms of the Outstanding HSH Loans; (c) “Permitted Indebtedness” (as defined in any FW Credit Facility) and the financing of any Eligible Qualified Project under a FW Credit Facility for which the Corresponding Term Loans (as defined in such FW Credit Facility) have been repaid in full and all excess proceeds of such financing, if any, are distributed to the Guarantor and deposited in accounts subject to the lien of the Security Agreements; (d) the guarantees and the loans entered into prior to the Effective Date as listed on Schedule 5, each of which is subordinated in all respects to the Guaranteed Obligations; (e) any refinancings, replacements, refundings, renewals or extensions of the Indebtedness described in clauses (a) through (d) above and this clause (e); provided, that the amount of such Indebtedness is not increased at the time of such refinancing, replacement, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) trade payables or other similar Indebtedness incurred in the ordinary course of business if paid when due (taking into account any grace periods) and in any event within 90 days after the date of the relevant invoice; (g) intercompany loans between any Project Company or wholly-owned (direct or indirect) subsidiary of the Guarantor and the Guarantor, between the Guarantor and FWA or FWA4, or between wholly-owned (direct or indirect) subsidiaries of the Guarantor; provided, in each case that such loans are unsecured and are subordinated in all respects to the Outstanding HSH Loans pursuant to an intercreditor agreement that is similar in form and in substance to the Intercreditor Agreement; (h) a guarantee by the Guarantor for certain limited indemnification obligations in connection with the Agreement for Purchase of Membership Interests, dated as of January 31, 2008, among UPC New York Wind 2, LLC (n/k/a New York Wind II, LLC), UPC New York Wind 3, LLC (n/k/a New York Wind III, LLC) and Lehman First Wind Holdings LLC (as successor in interest to Lehman Brothers Holdings Inc., a Delaware corporation) in an amount not exceeding $20,000,000; and (i) (x) Indebtedness in respect of capital lease obligations and purchase money obligations and renewals, refinancings and extensions thereof, for fixed or capital assets and (y) customary indemnities in connection with sales by the Guarantor and its Subsidiaries otherwise permitted hereunder, provided that the aggregate amount of all such Indebtedness in clauses i(x)-(y) herein at any one time outstanding shall not exceed $25,000,000 and shall at all times be subordinated to the Guaranteed Obligations on terms reasonably satisfactory to the Administrative Agent; (j) Indebtedness of the Guarantor in an aggregate amount not to exceed at any time the positive difference between Minimum Members’ Equity and $600,000,000;

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provided, that all such Indebtedness shall at all times be subordinated to the Guaranteed Obligations on terms reasonably satisfactory to the Administrative Agent; (k) Indebtedness incurred under the AIMCO Credit Agreement, including without limitation the Undertaking Agreement, dated as of the date hereof, entered into by the Guarantor and Wells Fargo, N.A.; and (l) Indebtedness incurred with respect to the transfer of certain letters of credit for the Mars Hill Project and the Steel Winds Project to the related Project Companies or other Affiliates in accordance with the terms of the Holdings Loan Agreement, including without limitation any guarantee by the Guarantor of such letters of credit.

“Permitted Investments” shall mean (i) Government Investments, (ii) time deposits or certificates of deposit issued by HSHN (or where the certificates are collateral secured by securities of the type described in item (i) of this definition and held by a third party as escrow agent or custodian, of a market value of not less than the amount of the certificates of deposit so secured, including interest, but this collateral is not required to the extent the certificates of deposit are insured by an agency of the Government); (iii) repurchase agreements when collateralized by securities of the type described in item (i) of this definition and held by a third party as escrow agent or custodian, of a market value not less than the amount of the repurchase agreement so collateralized, including interest; money market funds that invest solely in obligations of the United States (iv) its agencies and instrumentalities, and having a rating by Standard & Poor’s Rating Services, of AAAm-G or AAA-m or if rated by Moody’s Investor’s Service having a rating of Aaa; (v) collateralized investment agreement or other contractual agreements with corporations, financial institutions or national associations within the United States, provided that the senior long-term debt of such corporations, institutions or associations is rated AAA by Standard & Poor’s Corporation or Aaa by Moody’s Investor’s Service; (vi) Interest Rate Protection Agreements; (vii) the Existing Commodity Hedge Agreements; (viii) investments allowed under Section 3(z); (ix) other Investments permitted under the terms of the Loans; (x) accounts controlled by an account control agreement in a form and substance approved by the Administrative Agent and subject to the lien of the Security Agreements; (xi) Investments by the Guarantor and its subsidiaries in direct or indirect wholly-owned subsidiaries of the Guarantor; and (xii) capital contributions or acquisitions of membership interests by the Guarantor or any subsidiary of the Guarantor in entities in existence as of the Effective Date that are not direct or indirect wholly-owned subsidiaries of the Guarantor to the extent permitted in the Development Budget.

“Permitted Liens” shall mean (a) any liens created pursuant to the Basic Documents, the Material Project Documents or as required under any FW Credit Facility; (b) liens imposed by law for taxes that are not yet due or that are being contested in good faith by the Guarantor and for which adequate reserves have been set aside therefor or that are secured by a bond reasonably acceptable to the Administrative Agent; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than ninety (90) days and which in the aggregate would not have a Material Adverse Effect or that are being contested in good faith by the Guarantor and for which adequate reserves have been set aside therefor or are secured by a bond reasonably acceptable to the Administrative Agent; (d) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (e) cash deposits

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(including letters of credit) to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (f) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (g) easements, rights-of-way, restrictions, defects or other exceptions to title or other similar encumbrances incurred in the ordinary course of business which are not incurred to secure Indebtedness or are pre-existing at the time the Guarantor or its subsidiaries obtains the real property rights associated therewith, and which do not in any case detract from the value of the property subject thereto or interfere with the ordinary conduct of the Guarantor’s business such that it would have a Material Adverse Effect; (h) any liens, easements, zoning restrictions, rights-of-way or similar encumbrances on real property comprising the route for the transmission line for any Eligible Qualified Project utilizing the Turbines, and which do not in any case (i) detract from the value of the property subject thereto or (ii) interfere with the ordinary conduct of the Guarantor’s business, in either case (i) or (ii), such that it would have a Material Adverse Effect; (i) any other liens, easements, zoning restrictions, rights-of-way or similar encumbrances on real property imposed by law or arising in the ordinary course of business that would not have a Material Adverse Effect; (j) liens arising out of judgments or awards that do not otherwise constitute an Event of Default so long as an appeal or proceeding to review is being prosecuted in good faith and for the payment of which adequate reserves have been set aside or are secured by a bond reasonably acceptable to the Administrative Agent; (k) liens securing Outstanding HSH Loans granted to HSHN, acting in its capacity as collateral agent or lender with respect thereto, or otherwise permitted under the terms of the Outstanding HSH Loans; (l) liens on the assets of the Guarantor securing Indebtedness set forth in clause (f) under Permitted Indebtedness; (m) pledges or security agreements entered into prior to the Effective Date; (n) as required in connection with a financing of any Eligible Qualified Project under a FW Credit Facility for which the Corresponding Term Loans (as defined in the applicable FW Credit Facility) have been repaid in full; (o) as required in connection with any other permitted financing of a project owned by the Guarantor or any subsidiary of the Guarantor if the Net Cash Proceeds of such financing are distributed to Guarantor and deposited in accounts subject to the lien of the Security Agreements and applied in accordance with Section 3(d), as applicable; (p) liens securing Collateral as defined under the AIMCO Intercreditor Agreement; or (q) liens securing any reimbursement obligations with respect to letters of credit for the Mars Hill Project and the Steel Winds Project in accordance with the terms of the Holdings Loan Agreement.

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

“Pledged Equity Interests” shall mean all the issued and outstanding membership interests described in the Pledge Agreements set forth on Schedule 2.

“Project” shall have the meaning set forth in the applicable FW Credit Facility.

“Project Company” shall mean collectively or individually, depending on the context, the single-purpose companies listed on Schedule 1 hereto, formed and owned, directly

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or indirectly, by Guarantor for the development, financing, construction, acquisition, ownership, operation and/or maintenance of an Eligible Qualified Project; providedthat, after the occurrence of the Release Event, “Project Company” shall only include the Project Companies as defined in the FWA4 Promissory Note.

“Prudent Utility Practice” shall mean those practices, methods, equipment, specifications and standards of safety and performance, of which there may be more than one, and as the same may change from time to time, as are generally used by privately owned wind generated electric power generation facilities, which in the exercise of reasonable judgment and in light of the facts known at the time the decision was made, are considered good, safe and prudent practices utilized in connection with the design, construction, operation, maintenance, repair and use of wind generation electrical and other equipment, facilities and improvements of such wind generated electric power generation facilities, and are in accordance with applicable law and generally accepted national standards of professional care, skill, diligence and competence applicable to such practices, with commensurate standards of safety, performance, dependability and efficiency.

“PTCs” means federal tax credits, federal tax attributes, and other federal tax benefits under Section 45 of the Code arising from the ownership and operation of a Project.

“PUHCA” shall mean the Public Utility Holding Company Act of 2005 and all rules and regulations adopted thereunder.

“Release Event” shall have the meaning set forth in the applicable FW Credit Facility.

“Restricted Payment” shall mean any of the following:

(a)(i) any dividend or distribution (in cash, property or obligations) on, or any other payment or distribution on account of, or any payment for, or any purchase, redemption, retirement or other acquisition, directly or indirectly of, any ownership interests in the Guarantor (except (A) any such dividend or distribution in respect of taxes owed in respect to tax distributions not to exceed $2,000,000 in the aggregate and (B) any UPC Wind Partners II Redemption Payment); (ii) any option or warrant for the purchase or acquisition of any such ownership interests or (iii) the setting apart of any money for a sinking or other analogous fund for any of the foregoing; and

(b)(i) any payment (in cash, property or obligations) with respect to principal or interest on, or any other payment or distribution on account of, or any payment for, the purchase, redemption, retirement or other acquisition of, any subordinated debt, except for payments of current interest as may be permitted in connection with subordinated debt with a third party permitted under this Agreement pursuant to the applicable intercreditor or subordination agreement approved by the Administrative Agent; or (ii) the setting apart of any money for a sinking or other analogous fund for any of the foregoing.

“Secured Parties” shall mean the Collateral Agent, the Administrative Agent and

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the Lender, each as defined under the applicable FW Credit Facilities.

“Security Agreements” shall mean the security agreements executed from time to time as set forth on Schedule 2, as each may be amended, supplemented or otherwise modified from time to time.

“Special Projects” shall mean (i) the Kahuku Project, (ii) the Longfellow Project and (iii) the Milford II Project.

“Sponsors” shall mean, collectively or individually, depending on the context, the D. E. Shaw Sponsor and the Madison Dearborn Sponsor.

“Steel Winds Project” shall mean the wind generating facility with a nameplate capacity of 20 megawatts located in the Lackawanna, New York.

“Steel Winds Reorganization” shall have the meaning set forth on Schedule 7 hereto.

“Stetson I Project” shall mean the wind generating facility with a nameplate capacity of 57 megawatts located in Washington and Penobscot Counties, Maine owned by Evergreen Wind Power V, LLC.

“Stetson I Project Financing Agreement” shall mean the Financing Agreement, dated as of the dated hereof, by and among Evergreen Wind Power V, LLC, HSHN, and the lenders party thereto.

“Stetson Project Loan” shall mean the transactions contemplated by the Stetson I Project Financing Agreement.

“Stetson Transmission Line Reorganization” shall have the meaning set forth in the Stetson Project Loan.

“Subject Disposition” shall mean the sale, assignment, lease or other transfer or disposition of all or substantially all of the assets of a Project for value except that none of the following shall constitute a Subject Disposition: (a) any sale, assignment, lease or other transfer or disposition of assets to the Guarantor or its subsidiaries, and (b) any sale or other transfer or disposition by way of casualty, loss, damage, destruction or other similar loss or any taking by a Governmental Authority for public or quasi-public use under the power of eminent domain, by reason of public improvement or condemnation or in any other manner that displaces the owner of such assets.

“Swap Counterparty” shall mean HSH Nordbank AG or any of its Affiliates party to an Interest Rate Protection Agreement.

“Turbine” shall have the meaning set forth in the applicable FW Credit Facility.

“Turbine Supply Documents” shall mean the FWA5 Turbine Supply Agreements

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and the documents included in the definition of “Turbine Supply Documents” as set forth in the applicable FW Credit Facility.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time or, by reason of mandatory application, any other applicable jurisdiction.

“Unit Redemption Agreement” shall mean that certain Unit Redemption Agreement, dated as of April 28, 2006, between UPC Wind Partners II and the Guarantor, as amended by the Amendment Agreement to Unit Redemption Agreement, dated as of December 12, 2008.

“UPC Release Event” shall mean a “Release Event” as defined in Section 1.3(a) of the Unit Redemption Agreement, provided that the event described in clause (B) of the final proviso in Section 1.3(a) of the Unit Redemption Agreement shall constitute a UPC Release Event only with the approval of the Administrative Agent.

“UPC Wind Partners II Redemption Payment” shall mean any Contingent Payments (as defined in the Unit Redemption Agreement) from the Guarantor to UPC Wind Partners II pursuant to the first clause (iii) of Section 1.3(a) of the Unit Redemption Agreement; provided, that (i) the aggregate amount of all Contingent Cash Payments (as defined in the Unit Redemption Agreement) shall not exceed $4,500,000, and (ii) the aggregate amount of all Contingent Stock Payments (as defined in the Unit Redemption Agreement) shall not exceed $4,500,000; and provided, further, that the Contingent Cash Payments shall be due and payable only if, and to the extent that, a UPC Release Event occurs.

“UPC Wind Partners II” shall mean UPC Wind Partners II, LLC, a Delaware limited liability company.

“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001), as amended.

2.Guaranty.

(a).Guaranty of Payment. The Guarantor hereby guarantees to the Secured Parties the performance and prompt payment in full when due (whether at stated maturity, upon acceleration, upon any optional or mandatory prepayment or otherwise) of the Guaranteed Obligations in each case strictly in accordance with their terms. The Guarantor hereby further agrees that if any Borrower fails to pay in full when due (whether at stated maturity, upon acceleration, upon any optional or mandatory prepayment or otherwise) all or any part of the Guaranteed Obligations, the Guarantor will immediately pay the same, without any demand or notice whatsoever, and that, in the case of any extension of time of payment or renewal of all or any part of the Guaranteed Obligations, it will timely pay the same in full when due (whether at extended maturity, upon acceleration or otherwise) in accordance with the terms of that extension or renewal. This Agreement is irrevocable and unconditional in nature and is

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made with respect to any Guaranteed Obligations now existing or in the future arising. The liability of the Guarantor under this Agreement shall continue until full satisfaction of all the Guaranteed Obligations. This Agreement is a guarantee of due and punctual payment and performance and is not merely a guarantee of collection.

(b)Continuing Guaranty. The liability of the Guarantor hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrowers whether executed by the Guarantor or any other party, and the liability of the Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (i) any direction as to application of payment by the Borrowers or by any other party, (ii) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations, (iii) any payment on or in reduction of any such other guaranty or undertaking, (iv) any dissolution, termination or increase, decrease or change in personnel by the Borrowers, (v) any payment made to the Lender on the indebtedness which the Lender repay the Borrowers pursuant to a court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (vi) any invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

3.Performance of Guarantor’s Loan Covenants. The Guarantor hereby covenants and agrees that commencing on the latest to occur of (i) the repayment of the outstanding principal amount of the Loans under the FWA4 Promissory Note and, until the Release Event has occurred, the Loans under the FWA Promissory Note, and (ii) the indefeasible payment in full of all interest and fees due and payable with respect thereto (other than inchoate obligations or indemnification obligations), it shall comply with each of the covenants set forth below. Concurrently with the delivery of financial statements required by Section 3(h), the Guarantor shall deliver a certification confirming its compliance with the covenants set forth in this Section 3. Subject to the foregoing terms, the Guarantor shall comply with each of the following:

(a)American Recovery and Reinvestment Act of 2009. It shall cause the applicable Project Company attributable to the Cohocton Project and the Stetson I Project to diligently exercise commercially reasonable efforts to apply for and otherwise use commercially reasonable efforts to cause each of the Cohocton Project and the Stetson Project to qualify for the maximum allowable Government grant pursuant to the American Recovery and Reinvestment Act of 2009 and to provide the Administrative Agent with a copy of all application documents and related correspondence. If the Government Grant is not received with respect to the Cohocton Project or the Stetson I Project, as applicable, by the Guarantor or the applicable Eligible Qualified Project Company within the earlier of (i) ninety (90) days after the date on which the Governmental Authority confirms receipt of the applicable completed application, or (ii) 120 days after the submission of the applicable application documents, but in any event not later than 180 days after applications can be submitted for such Government Grant program, the Guarantor shall deliver a plan to the Administrative Agent providing for tax equity or other financing efforts relating to the qualification of the Cohocton Project or the Stetson Project, as

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applicable, for PTC’s. Upon acceptance of any such plan by the Administrative Agent, the Guarantor shall diligently exercise its commercially reasonable efforts to effectuate such financing in accordance with the plan. The Guarantor shall provide updates in respect of material developments regarding cash or tax-equity-raising efforts directly or indirectly relating to the Guarantor (x) with respect to the Cohocton Project, as provided in Section 9.5 of the Cohocton Mini-Perm Financing Agreement, and (y) with respect to the Stetson I Project, as provided in Section 7.26 of the Stetson I Project Financing Agreement.

(b)Post-Closing Obligations. It shall deliver the items listed on Schedule 6 by the dates set forth therein, each duly executed and delivered by the parties thereto and in form and substance reasonably satisfactory to the Lender. The parties acknowledge that the failure of the Guarantor to deliver any item listed on Schedule 6 shall not, in and of itself, constitute a Material Adverse Effect.

(c)Insurance. It will, and will cause each of its subsidiaries to, keep insured by financially sound and reputable insurers all property of a character usually insured by companies engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such companies and carry such other insurance as is usually carried by such companies.

(d)Expenditures. Until the earlier to occur of the Budget Termination Event or the Release Event:

(i) It shall develop the Eligible Qualified Projects and, for that purpose, it shall make Earmarked Expenditures as set forth below. In any calendar quarter from and after the Original Effective Date, the Guarantor shall make (or cause the relevant Project Company or other Affiliate to make) expenditures for Earmarked Expenditures of not less than the amounts set forth in the Earmarked Expenditures for such calendar quarter on the Development Budget; provided that such required spending may be reduced by the amount of any cost savings realized on any budgeted Earmarked Expenditure, and may be deferred (A) if any milestone (including proceeds from any anticipated financing, tax equity transaction or Government grant contemplated in the Development Budget) for such Earmarked Expenditure has not yet been achieved, or (B) due to any delays that are not solely within the control of the Guarantor or its subsidiaries after the exercise of commercially reasonable efforts consistent with prudent practices for wind energy development companies, including any delay in obtaining permits or governmental approvals, any delay in obtaining land rights or transmission access, any event of force majeure, any delays by any third party that is not an Affiliate of the Guarantor, or other similar events.

(ii) Subject to Section 3(f), it may make expenditures for general and administrative expenses and for the development of wind power projects other than Eligible Qualified Projects and other

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purposes from time to time so long as, at the end of each calendar quarter, the aggregate amount of all such expenditures since the Original Effective Date, on a cash basis, shall not exceed the cumulative amount scheduled to be spent on such items in the aggregate in the Development Budget from the Original Effective Date through the end of such quarter; provided, that it may make expenditures for the development of the Special Projects and as required under the terms of the FWA5 Turbine Supply Agreements without regard to the limitations contained in the Development Budget.

(iii) Subject to Section 3(f), it may make Earmarked Expenditures or expenditures for general and administrative expenses and for the development and construction of wind power projects other than Eligible Qualified Projects and other purposes, from time to time, above the amounts for such items set out in the Development Budget and notwithstanding the limitations in clauses (i) and (ii) of this Section 3(d) but only to the extent that (A) the Guarantor is then in compliance with this Section 3(d), and (B) such additional expenditures since the Original Effective Date, on a cash basis, do not exceed, in the aggregate, the sum of the following amounts received by the Guarantor since the Original Effective Date less the cumulative amount of all such additional expenditures: (X) Net Cash Proceeds received by the Guarantor from the Subject Disposition of any Eligible Qualified Project, (Y) net proceeds received by the Guarantor from the closing of permitted tax equity and back leveraged financing of any Eligible Qualified Project or any other permitted non-recourse or limited recourse project financing of any Eligible Qualified Project, and (Z) Net Cash Proceeds of any permitted equity or debt financings (junior in all respects to the Guaranteed Obligations) other than as contemplated in the Basic Documents.

(iv) Within fifteen (15) Business Days after the last day of each calendar quarter, the Guarantor shall deliver to the Administrative Agent a reasonably detailed reconciliation of actual expenditures for such calendar quarter against the Development Budget together with a certificate certifying whether the Guarantor is in compliance with this Section 3(d). Without limiting the Guarantor’s obligation to comply with this Section 3(d), if at any time the Guarantor is not in compliance with this Section 3(d), the Guarantor shall deliver a plan to the Administrative Agent, prepared in good faith on reasonable assumptions, detailing how the Guarantor plans to remedy such noncompliance, together with such reasonably detailed supporting information as the Administrative Agent may request.

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(e)Liquidity Forecast. It shall deliver on the last Business Day of each calendar quarter, beginning the week after the Effective Date, a detailed 13-week rolling liquidity forecast demonstrating that the Guarantor has sufficient cash to cover its cash needs in the period covered by such forecast in accordance with the Development Budget (the “Liquidity Forecast”); provided, that if any Liquidity Forecast indicates any insufficiency of committed sources of funds in respect of total expenditures for such period covered, then within five (5) Business Days from delivery of the Liquidity Forecast the Guarantor shall deliver a plan to the Administrative Agent, prepared in good faith, detailing how the Guarantor plans to remedy such shortfall. The Guarantor represents that all information provided pursuant to this Section 3(e) was prepared in good faith based upon reasonable assumption at the time the liquidity forecasts were prepared and delivered to the Administrative Agent and that the actual results during the period or periods covered by the liquidity forecasts may differ from such liquidity forecasts.

(f)Project Construction. Any Project Company shall not enter into a binding commitment providing for the construction of all or substantially all of a Project until the earliest to occur of (i) the closing of construction financing for all or substantially all of the construction expenditures for such Project, (ii) the Budget Termination Event and (iii) the Release Event.

(g)Audited Financial Statements; Reporting. It shall provide to the Administrative Agent as soon as available and in any event within 120 days after the end of each fiscal year of the Guarantor, (provided that subsequent to an initial public offering of equity securities of the Guarantor, such 120 day period shall be reduced to 90 days) the audited balance sheet and related consolidated statements of income, operations and cash flows of the Guarantor and its subsidiaries as of the end of and for such year, setting forth in each case comparative form of the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than with respect to its fiscal year ending December 31, 2009) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of income, operations and cash flows of the Guarantor and its subsidiaries in accordance with GAAP consistently applied.

(h)Unaudited Financial Statements; Reporting. It will provide to the Administrative Agent as soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Guarantor, unaudited consolidated statements of income, operations and cash flows of the Guarantor and its respective subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheet at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year accompanied by a certificate of authorized officer of the Guarantor which certificate shall state that such financial condition and results of income, operations and cash flows of the Guarantor and its respective subsidiaries, were prepared in accordance with GAAP, consistently applied, as at the end of and for such period (subject to normal year-end audit adjustments).

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(i)Indebtedness. Neither it nor any Project Company shall incur any Indebtedness other than Permitted Indebtedness.

(j)Amendments; New Agreements. It shall not, and shall cause each Eligible Qualified Project Company not to, without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), (i) cancel or terminate, or accept or consent to a cancellation or termination of, any Material Project Document to which it is a party or such Eligible Qualified Project Company is a party, if such Material Project Document relates to revenues received by the Guarantor or such Eligible Qualified Project Company with respect to the applicable Eligible Qualified Project in an amount equal to or greater than $15,000,000 calculated over the term of the agreement, unless any such termination or cancellation is being effectuated contemporaneously with the execution of a new replacement Material Project Document providing for revenues to be received with respect to the applicable Eligible Qualified Project that, when aggregated with revenues under the Material Project Document being replaced, are in an amount equal to or greater than $15,000,000 calculated over the term of both agreements; (ii) until the earlier to occur of the Budget Termination Event or the Release Event, amend, supplement or modify, or enter into any amendment, supplement or modification to, any Material Project Document to which it is a party or such Eligible Qualified Project Company is a party, the effect of which results in increased scheduled payments to be made by it or the applicable Eligible Qualified Project Company in an amount equal to or greater than $3,000,000 calculated over the term of the amended agreement; or (iii) until the earlier to occur of the Budget Termination Event or the Release Event, enter into any new Material Project Document to which it would be a party or such Eligible Qualified Project Company would be a party, which would result in scheduled payments to be made by it or the applicable Eligible Qualified Project Company in an amount equal to or greater than $15,000,000 over the term of such new agreement, unless, in the case of this clause (iii), entry into such Material Project Document is permitted under Section 3(f).

(k)Organization; Business. It shall (i) other than in connection with a public offering of its securities, maintain and preserve its existence as a Delaware limited liability company and cause each Project Company hereunder to maintain and preserve its existence as a limited liability company in the jurisdiction of its organization and (ii) engage only in the business of developing, financing, ownership, construction and/or operations of the wind energy generation projects, and cause each Project Company to engage only in the business of developing, financing, ownership, construction and/or operations of the respective Eligible Qualified Project.

(l)Obligations. It shall, and it shall cause each Eligible Qualified Project Company to, perform and observe its obligations under each Material Project Document to which it is a party in all material respects.

(m)Compliance with Laws. It shall comply, and it shall cause each Project Company to comply, with all governmental approvals and with applicable law, including all environmental laws, except to the extent that a failure to comply with such applicable law would not reasonably be expected to have a Material Adverse Effect.

(n)Taxes. It shall pay, and it shall cause each Project Company to

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pay, all taxes that such Person is required to pay to the extent due; provided, no such tax need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as an adequate reserve or other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor.

(o)Dissolution; Merger. It shall not enter into any transaction of merger, consolidation, amalgamation, liquidation or dissolution where the Guarantor, or in connection with an initial public offering of its securities, a new wholly-owned direct subsidiary of Guarantor formed for such purpose, is not the surviving entity.

(p)Reports. Until the occurrence of the Budget Termination Event, it shall deliver to the Administrative Agent and the Independent Engineer on the last Business Day of each month a construction report for each Eligible Qualified Project under construction for the applicable Project Company discussing among other things, variations, if any, from the relevant schedule and budget for such Eligible Qualified Project.

(q)Provision of Information. It shall provide such information regarding any Eligible Qualified Project, and the financial affairs of the Guarantor or the Project Companies as shall be reasonably requested by the Administrative Agent; provided that if any such requested information is not in the possession of the Guarantor, the Guarantor shall only be obligated to use commercially reasonable efforts to obtain such requested information from third parties.

(r)Transfer of Interest. Without the consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, the Guarantor shall not cause, make, suffer to exist, permit or consent to any sale, assignment or transfer of any direct or indirect ownership interests in any subsidiaries to any Affiliate, other than in connection with the Steel Winds Reorganization or the Stetson Transmission Line Reorganization; provided, that a sale, assignment or transfer is allowed to a third party if such transaction includes all (and not a portion) of the direct or indirect ownership interests in the relevant subsidiary(ies), and immediately prior to and after giving effect to any sale, assignment or transfer, the Minimum Members’ Equity is not less than $600,000,000. The Guarantor shall not issue, and it shall not permit any member to transfer, any membership interests in the Guarantor to any person or entity (i) named in the OFAC SDN List or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List; or (ii) then engaged in pending litigation or arbitration proceedings against HSHN (in each case an “Ineligible Transferee”).

(s)Terrorism Order; etc.

(i)Guarantor shall comply at all times with the requirements of all Anti-Money Laundering Laws.

(ii)As requested by the Administrative Agent, Guarantor shall provide Administrative Agent any information

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regarding Guarantor, its Affiliates, and its Subsidiaries necessary for Lender to comply with all Anti-Money Laundering Laws.

(iii)Guarantor shall comply at all times with the requirements of all OFAC Laws.

(iv)Guarantor shall not, and shall cause its Affiliates and subsidiaries and any persons or entities holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List.

(v)If Guarantor obtains actual knowledge or receives any written notice that Guarantor, any Affiliate, subsidiary or any person or entity holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), Guarantor shall promptly (i) give written notice to Lender of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and Guarantor hereby authorizes and consents to Lender’s taking any and all steps Lender deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC).

(vi)Upon Administrative Agent’s request from time to time, Guarantor shall deliver a certification confirming its compliance with the covenants set forth in this Section 3(q).

(t)Liens; Negative Pledge. Unless the Guarantor shall have unencumbered assets having a value of not less than $100,000,000 at the time of, and after giving effect to, the grant of any lien hereunder, the Guarantor shall not, and (x) until the Release Event has occurred, shall not permit any of the Obligors to, and (y) on and after the Release Event has occurred, shall not permit FWA4 or any of FWA4’s Project Companies to, create, incur, assume, permit to exist any lien on any property or asset now owned or hereafter acquired by it or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof to secure any of its Indebtedness (or any Indebtedness of such subsidiary) or any guarantee, indemnity or other surety obligation in respect of Indebtedness of any other Person other than (i) as required under the other Basic Documents, (ii) as required under the FWA4 Promissory Note, or (iii) Permitted Liens.

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(u)Investment Company. The Guarantor shall not, and shall cause any Project Company not to, become an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended.

(v)ERISA. The Guarantor shall not, and shall cause any Project Company not to, become subject to regulation under the Employee Retirement Income Security Act of 1974, as amended.

(w)PUHCA. The Guarantor shall not, and shall cause any Project Company not to, become subject to Section 1264 of PUHCA and FERC’s rules and regulations thereunder, as a “holding company,” “affiliate,” “associate company,” or as a “subsidiary company” of a “holding company” under PUHCA.

(x)Operating Subsidiary Distributions. Subject to the limitations on the use of distribution of cash or other assets provided under the terms of joint ventures with non-Affiliates, tax equity documents, or other financing arrangements (including required reserve, holding or escrow accounts and amounts), until the earlier to occur of the Budget Termination Event or the Release Event, the Guarantor shall cause each of its operating subsidiaries that has a direct or indirect interest in any wind power generation facility to distribute to the Guarantor on the last Business Day of each month an amount equal to the Excess Cash (or the Guarantor’s proportional interest in such Excess Cash for any facility that is not, directly or indirectly, wholly owned by the Guarantor) for such wind power generation facility, which funds shall be used by the Guarantor, first, as required by the FW Credit Facilities, and second, in accordance with Section 3(d) of this Guaranty.

(y)Partnership; Joint Venture. No Obligor shall become a general or limited partner in any partnership, a joint venturer in any joint venture or a member in any limited liability company or otherwise form any subsidiaries, provided, that the Guarantor may form additional subsidiaries only to the extent such additional subsidiaries are pledged to Collateral Agent and carry no new third party debt other than Permitted Indebtedness; provided, further, that any such additional subsidiary that is: (i) a subsidiary of an entity listed on Schedule 3 subject to the Pledged Equity Interests, (ii) a direct or indirect owner of an entity listed on Schedule 3 subject to the Pledged Equity Interests, (iii) not a Project Company, (iv) an Intermediate Holding Company, or (v) formed in connection with the Stetson Transmission Line Reorganization or the Steel Winds Reorganization, shall not be subject to the pledge requirement and debt restriction under this Section 3(y).

(z)Investments. Until the earlier to occur of the Budget Termination Event or the Release Event, the Guarantor shall not, and shall not cause any of its subsidiaries to, make or permit to remain outstanding any Investments except Permitted Investments.

(aa)Distributions. Guarantor shall not make or declare any Restricted Payments to any Person with any membership interest in the Guarantor without the prior written consent of the Administrative Agent, unless (i) after giving effect to such Restricted Payment the Guarantor shall have not less than $600,000,000 of Minimum Members’ Equity, (ii) the Restricted Payment is distributed solely from cashflow received by Holdings other than proceeds of any Indebtedness, and (iii) any Restricted Payment shall not exceed the positive difference of

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(A) aggregate cashflow other than proceeds of Indebtedness received by Holdings on or after the Effective Date less (B) Restricted Payments previously made on or after the Effective Date.

(bb)Notice. Guarantor shall promptly, upon acquiring notice or giving notice, as the case may be, give written notice (and deliver the documents or reports, as applicable, that are the subject of such notices) to the Administrative Agent of:

(i)any litigation, investigation or proceeding pending or, to the knowledge of Guarantor, threatened against the Guarantor or any Obligor if such litigation, investigation or proceeding would reasonably be expected to have a Material Adverse Effect;

(ii)any notice of a material violation of any material law by the Guarantor or any Obligor.

(iii)as soon as reasonably practical after it becomes aware of any Material Adverse Effect or any Default, together with a remedial plan addressing such Material Adverse Effect or Default;

(iv)any Event of Default;

(v)any notice of default or claim of force majeure under any Material Project Documents, if such default or claim could reasonably be expected to have a Material Adverse Effect; or

(vi)any other additional information reasonably requested by the Administrative Agent.

(cc)Property. It shall, and it shall cause each Eligible Qualified Project Company to, maintain or cause to be maintained all property related to the Eligible Qualified Projects in good working order and condition in accordance with Prudent Utility Practices, ordinary wear and tear excepted.

(dd)Books, Records, Access. It shall keep and maintain its books of account and financial records for itself and each Project Company at its address identified on the signature pages to this Agreement. The Administrative Agent shall have the right, upon reasonable advance notice to the Guarantor or a Project Company, as applicable, and at reasonable times during the Guarantor’s or such Project Company’s, as applicable, usual business hours, to audit, examine and make copies of the books of account and other records of the Guarantor or such Project Company’s, as applicable; and to discuss the financial condition, business and prospects of the Guarantor or such Project Company with its respective authorized officers. The Administrative Agent may exercise such rights through any agent or employee of the Administrative Agent, or through any independent public accountant, the Independent Engineer, legal counsel or any other consultant acting on behalf of the Administrative Agent; provided that such Persons shall agree to be bound by the same confidentiality obligations of the Administrative Agent to the Guarantor and its Affiliates.

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4.Statute of Limitations. Any payment by the Borrowers or other circumstance that operates to toll any statute of limitations as to the Borrowers shall operate to toll the statute of limitations as to the Guarantor, except to the extent that any statute of limitations as to the Borrowers is tolled in respect of any action taken by a Borrower when such Borrower is controlled by the Lender following the exercise by the Lender of its remedies under the First Wind Holdings Pledge Agreement.

5.Recourse. The obligations of the Guarantor set forth herein constitute the full recourse obligations of Guarantor, enforceable against it to the full extent of all of its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, any Borrower shall fail to perform any Guaranteed Obligation, and that, notwithstanding the recovery hereunder for or in respect of any given failure by any Borrower to perform any such Guaranteed Obligation, this Guaranty shall remain in force and effect and shall apply to each and every subsequent failure to perform.

6.Events of Default; Demand for Payment; Payment.

(a)Events of Default. If any of the following events, conditions or circumstances (each, an “Event of Default”) shall occur and be continuing:

(i)The Guarantor shall fail to pay its proportionate share of any amount due and payable under this Guaranty in respect of the Guaranteed Obligations;

(ii)Any representation or warranty made by any Person (other than the Lender) in any Basic Document to which it is a party, or in any certificate furnished pursuant to any such document, shall prove to have been incorrect in any material respect as of the date made (unless such representation or warranty expressly relates only to an earlier date), could reasonably be expected to have a Material Adverse Effect, and, in each case, any adverse effect of such incorrect representation or warranty is not eliminated or addressed to the reasonable satisfaction of the Administrative Agent within a period of thirty (30) days after receipt of notice by such Person;

(iii)The Guarantor shall fail to duly perform or observe any of its covenants (A) set forth in Sections 3(d)(i) through 3(d)(iii), 3(f), 3(i), 3(j), 3(k), 3(o), 3(r), 3(s), 3(t), 3(u), 3(v), 3(w), 3(y), 3(z) or 3(aa), or (B) set forth in Sections 3(a), 3(d)(iv), 3(e), 3(g), 3(h), 3(p) or 3(q) within three (3) days of when due or knowledge of such failure; provided, that the Guarantor is diligently pursuing a cure to such failure within such three (3) day period and provided, further, that, following notice by the Administrative Agent to the Guarantor with respect to any particular breached covenant set forth in this Section 6(a)(iii) that was previously breached and cured on at least three (3) occasions, no grace period will be provided for any repeated failure to perform or observe such covenant set forth in this Section 6(a)(iii).

(iv)A Change of Control shall occur and be continuing;

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(v)Except in accordance with its terms (including in connection with the Release Event), the Guarantor, a Borrower, or any Project Company terminates a Basic Document or a Basic Document is otherwise terminated or invalidated;

(vi)Except when caused by acts or omissions of the Administrative Agent, any Security Agreement shall fail to provide the Collateral Agent with security interests in and to the Collateral intended to be created thereby, cease to be in full force and effect, or is declared null and void and the applicable Obligor fails to promptly execute such additional security agreements or take any other action as may be requested by the Administrative Agent to remedy such events ceases to have a priority in the Collateral as required under the Security Agreements. Any material portion of the Collateral is lost or seized without the Collateral Agent being compensated for such loss;

(vii)Any Obligor that is a party to a Basic Document shall fail to duly perform or observe in any material respect any of its obligations contained in this Agreement or any other Basic Document (except for any obligations specifically identified in this Section 6) and, in each case, such failure shall continue unremedied for a period of thirty (30) days; provided, that such breach of an obligation is susceptible to a cure within applicable cure period; provided, further, that such Obligor is diligently pursuing such a cure;

(viii)The Guarantor or any other Obligor, as applicable (A) shall admit in writing its inability to pay its debts as its debts become due; (B) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for its or a substantial part of its assets; (C) shall commence any proceeding under any applicable bankruptcy or reorganization law with respect to itself or shall apply for arrangement, readjustment of debt, dissolution or liquidation; (D) shall have had any such petition filed, or any such proceeding shall have been commenced against it, by any Person that is not an Affiliate of the Guarantor or any Borrower in which an adjudication is made or order for relief is entered or which remains undismissed for a period of sixty (60) days; (E) shall have had a receiver, custodian or trustee appointed for all or a substantial part of its property; (F) solely with respect to the Guarantor, shall commence any proceeding under any applicable bankruptcy or reorganization law against any other Obligor or shall apply for arrangement, readjustment of debt, dissolution or liquidation of any other Obligor; or (G) shall take any action effectuating, approving or consenting to any of the events described in clauses (A) through (G);

(ix)The Guarantor or any other Obligor or any counterparty thereof shall be in breach of, or default under its respective Material Project Document or a Material Project Document is otherwise terminated or invalidated, and any applicable cure period thereunder shall have expired with respect to such breach or default, and such breach or default would reasonably be expected to constitute a Material Adverse Effect unless the Guarantor, within thirty (30) days after such default, replaces such Material Project Document with a replacement agreement, reasonably satisfactory in form and substance to the Administrative Agent, or replaces such counterparty with a replacement obligor, reasonably satisfactory to the Administrative Agent;

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(x)Any Material Project Document shall cease to be in full force and effect before its scheduled expiration and such termination could reasonably be expected to constitute a Material Adverse Effect unless the Guarantor, within thirty (30) days after such default, replaces such Material Project Document with a replacement agreement, reasonably satisfactory in form and substance to the Administrative Agent;

(xi)Any applicable permit or governmental approval necessary for the development, construction, operation or maintenance of a Eligible Qualified Project shall be materially modified (in a manner that would reasonably be expected to constitute a Material Adverse Effect), revoked or cancelled by the issuing agency or other governmental authority having jurisdiction over the Eligible Qualified Project or the Guarantor shall fail to obtain, renew or maintain any required permit or governmental approval (in a manner that would reasonably be expected to constitute a Material Adverse Effect), unless such permit or governmental approval is reinstated within thirty (30) days of such modification, revocation or cancellation;

(xii)A final judgment or judgments shall be entered against the Guarantor or any other Obligor by a court of competent jurisdiction in an aggregate amount of not less than $150,000, other than (A) a judgment which is fully covered by a posted bond or discharged within thirty (30) days after its entry, or (B) a judgment, the execution of which is effectively stayed within thirty (30) days after its entry but only for thirty (30) days after the date on which such stay is terminated or expires; or

(xii)Any event, occurrence, circumstance occurs which results in a Material Adverse Effect.

(b)During the continuance of an Event of Default hereunder or the continuance of an event of default under any of the Turbine Supply Documents, the Lender may treat all Guaranteed Obligations as due and payable and may make a demand on the Guarantor for payment of all of the Guaranteed Obligations at any time (a “Demand”). The Guarantor shall pay the amount requested under any Demand promptly and in any event within thirty-five (35) days after the date on which such Demand has been made.

(c)In making any Demand under this Guaranty, the Lender shall specify whether the amount so demanded is to be applied to the payment of amounts owing by each Borrower under its respective FW Credit Facility. Unless agreed otherwise by the applicable Borrower and the Lender, all amounts paid in satisfaction of such Demand in accordance with this Guaranty shall be applied to the payment of amounts owing by such Borrower under the Turbine Supply Documents, unless (i) (A) the amount of Loans available to be borrowed by such Borrower under its respective FW Credit Facility (taking into account any applicable event of default or other circumstance that may limit the availability of Loans) is less than (B) the total amount then owing by such Borrower under the Turbine Supply Documents, and (ii) the amount of principal, interest and other amounts owing to the Lender under the applicable FW Credit Facility is greater than the amount that the Lender reasonably determines it could realize upon a foreclosure pursuant to the Security Agreements under any FW Credit Facility on the Turbines and the Turbine Supply Documents (taking into account the

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insufficiency of available Loans and equity capital to meet the Borrowers’ obligations under the Turbine Supply Documents).

7.Modifications, Amendments and Extensions. The Lender may at any time and from time to time without the consent of, or notice to, the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

(a)change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew or alter, any of the Guaranteed Obligations (including any increase or decrease in the rate of interest thereon or the principal amount thereof) or any liability incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;

(b)take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(c)exercise or refrain from exercising any rights against the Borrowers or any subsidiary thereof or otherwise act or refrain from acting;

(d)release or substitute any one or more endorsers, other guarantors, the Borrowers or other obligors;

(e)settle or compromise any of the Guaranteed Obligations or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Lender;

(f)apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Lender regardless of what liabilities of the Borrowers remain unpaid;

(g)consent to or waive any breach of, or any act, omission or default under, the Basic Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement the Basic Documents or any of such other instruments or agreements;

(h)act or fail to act in any manner referred to in this Guaranty that may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guaranty; or

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(i)       take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of the Guarantor from its liabilities under this Guaranty.

8.        No Waiver of Rights. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of the Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other further notice or demand in similar or other circumstances, or constitute a waiver of the rights of the Lender to any other or further action in any circumstances without notice or demand. It is not necessary for the Lender to inquire into the capacity or powers of the Borrowers or the officers, directors, partners or agents acting or purporting to act on their behalves, and any indebtedness made or created in reliance upon the professed exercise of such powers shall constitute Guaranteed Obligations.

9.        Subordination; Subrogation. Any indebtedness of the Borrowers now or hereafter held by the Guarantor is hereby subordinated to the indebtedness of the Borrowers to the Lender. Without limiting the generality of the foregoing, the Guarantor hereby agrees with the Lender that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.

10.      Certain Waivers.

(a)      The Guarantor waives any right (except as shall be required by applicable law and cannot be waived) to require the Lender to: (i) proceed against the Borrowers, any other guarantor or any other party; (ii) proceed against or exhaust any security held from the Borrowers, any other guarantor or any other party; or (iii) pursue any other remedy in the Lender’s power whatsoever. The Guarantor waives any defense based on or arising out of any defense of the Borrowers, any other guarantor or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrowers, any other guarantor or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowers other than payment in full of the Guaranteed Obligations.

(b)      Except as otherwise expressly provided in this Guaranty, the Guarantor hereby waives (to the fullest extent permitted by applicable laws) notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Lender against, and any other notice to, any party liable thereon (including the Guarantor, any other guarantor or the Borrowers). The Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of

29

nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which the Guarantor assumes and incurs hereunder, and agrees that the Lender shall have no duty to advise the Guarantor of information known to them regarding such circumstances or risks.

11.      Representations and Warranties. The Guarantor hereby makes the following representations and warranties as of the date hereof:

(a)     The Guarantor is a limited liability company validly existing and in good standing under the laws of the State of Delaware; and the Guarantor is duly qualified and in good standing (or the equivalent) as a foreign company authorized to do business in each jurisdiction where the failure to so qualify would materially and adversely affect the Guarantor’s ability to perform its obligations hereunder.

(b)     The Guarantor’s execution, delivery and performance of this Guaranty are within the Guarantor’s powers, have been duly authorized by all necessary limited liability company action and do not require any governmental, regulatory or other approval.

(c)     The Guarantor’s execution, delivery and performance of this Guaranty do not contravene or conflict with any provision of (i) any applicable law, (ii) any judgment, decree or order, (iii) the Guarantor’s organizational documents or by-laws, or (iv) any instrument binding upon the Guarantor or upon any property of the Guarantor, such that, in case of any of clauses (i), (ii) and (iv), there would be a material adverse effect on the ability of the Guarantor to comply with its obligations under this Guaranty.

(d)      This Guaranty is a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally and the applicable of general principles of equity.

(e)     No litigation, arbitration proceedings, governmental proceedings or investigations or regulatory proceedings are pending or, to the knowledge of the Guarantor, threatened against the Guarantor that, if adversely determined, could reasonably be expected to have a material adverse effect on the ability of the Guarantor to comply with its obligations under this Guaranty.

(f)      The Guarantor has obtained all licenses, permits, franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its businesses, a failure to obtain or violation of which could reasonably be expected to adversely affect the Guarantor’s business, credit, operations or financial condition or its ability to perform its obligations hereunder.

(f)      After giving effect to the transactions contemplated hereby, the Guarantor is not nor would be deemed to be insolvent, nor does the Guarantor’s incurrence of contingent obligations under this Guaranty render the Guarantor insolvent.

(g)     The Guarantor is in compliance with the requirements of all applicable laws, rules, regulations, and orders of all governmental authorities (including, without

30

limitation, environmental laws, rules, regulations and orders), a breach of which would materially and adversely affect the Guarantor’s ability to perform its obligations hereunder.

12.      Expenses; Indemnification.

(a)     The Guarantor agrees hereby to reimburse the Lender and the Collateral Agent, together with their respective Affiliates, successors and assigns, directors, officers, employees, agents, advisors, controlling persons and members of each of the foregoing (each, an “Indemnified Party”), on demand for all costs, expenses and charges incurred by the Indemnified Parties in connection with the negotiation, performance or administration of this Guaranty (including, without limitation, reasonable fees, disbursements and other reasonable documented out-of-pocket charges of legal counsel, consultants and advisors to the Indemnified Parties). The Guarantor agrees hereby to reimburse the Indemnified Parties for all costs, expenses and charges incurred by the Indemnified Parties in connection with any enforcement (including in any workout, restructuring or bankruptcy proceeding) of this Guaranty or the defense or prosecution of any rights of the Indemnified Parties hereunder.

(b)     The Guarantor agrees hereby to indemnify and hold the Indemnified Parties harmless against all claims, damages, losses, liabilities, costs, deficiencies and expenses, including, without limitation, investigative costs, settlement costs and reasonable legal, accounting or other reasonable documented out-of-pocket expenses for investigating or defending against any actions or threatened actions (collectively, the “Losses”), arising out of or in connection with the execution or delivery of this Guaranty, and the performance by the Guarantor of its obligations hereunder and any prospective claim, litigation, investigation or proceeding related to the foregoing, regardless of whether such Indemnified Person is a party hereto, but excluding, in each case, any such Losses to the extent determined in the final, non-appealable judgment of a court of competent jurisdiction to have incurred primarily by reason of the bad faith, gross negligence or willful misconduct of any Indemnified Person. The Lender and/or the Collateral Agent, as applicable, shall promptly notify the Guarantor of any claim under this Section 12(b). The Guarantor may elect to assume the defense of any action, proceeding or dispute with a third party in respect of which a claim is to be made under this Section 12(b); provided, however, that if the Guarantor assumes control of the defense of any such action, proceeding or dispute, the Guarantor shall not agree or conclude any settlement that affects the Lender or the Collateral Agent without the prior written approval of the Lender or the Collateral Agent, as applicable (such approval not to be unreasonably withheld). In the event the Guarantor assumes control of the defense of any such action, proceeding or dispute, the Guarantor shall not be liable to Lender or the Collateral Agent for any reasonable legal fees and reasonable documented out-of-pocket expenses of additional counsel incurred by the Lender or the Collateral Agent in connection with such defense; provided, however, that each of the Lender and the Collateral Agent shall have the right to employ its own counsel, it being understood, however, that the Guarantor shall not be liable for the expenses of more than one counsel for each Indemnified Party (unless counsel in any jurisdiction other than New York is required for each or any of the Lender and the Collateral Agent), whose reasonable legal fees and reasonable documented out-of-pocket expenses shall be indemnified by the Guarantor if (A) there is or could reasonably be expected to be a conflict of interest between the Lender or the Collateral Agent, as applicable, and the Guarantor in connection with the defense of such action,

31

proceeding or dispute, or (B) there is a specific defense available to the Lender or the Collateral Agent, as applicable, which is different from or additional to those available to the Guarantor, or (C) it is reasonably necessary to protect the interests of the Lender or the Collateral Agent, as applicable, to the extent such interests differ from the interests of the Guarantor. The Guarantor agrees hereby to indemnify and hold the Indemnified Parties harmless for the full amount of taxes (excluding taxes imposed on or measured by the income or capital of the Indemnified Parties or any branch profits taxes imposed by the United States or any other jurisdiction) arising from the execution, delivery or performance of its obligations or from receiving a payment under this Guaranty, or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes have been correctly assessed by the applicable governmental agency; provided, however, that the Guarantor shall not be required to indemnify the Indemnified Parties for any penalties, interest or expenses relating to taxes arising from the Indemnified Parties’ bad faith gross negligence, willful misconduct or unexcused breach of this Guaranty.

13.      Successors and Assigns. This Guaranty shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns.

14.      Amendments. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except with the written consent of the Guarantor and the Lender.

15.      Acknowledgment of Underlying Obligations. The Guarantor acknowledges that executed (or conformed) copies of the Basic Documents have been made available to a senior officer of the Guarantor and such officer is familiar with the contents thereof.

16.      Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by facsimile (with receipt confirmed and followed by first class mail), courier service or personal delivery at, in the case of the Lender, the addresses specified beneath its name on the signature pages to the FW Credit Facilities, and in the case of the Guarantor, c/o First Wind Energy, LLC, 85 Wells Avenue, Suite 305, Newton, Massachusetts 02459, facsimile no. (617) 964-3342, marked for the attention of President with a copy to First Wind Energy, LLC, 85 Wells Avenue, Suite 305, Newton, Massachusetts 02459, facsimile no. (617) 964-3342, marked for the attention of General Counsel. All such notices and communications shall be deemed to have been duly given when: delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial overnight courier service; or if sent by facsimile, when receipt is acknowledged.

17.      Reinstatement. If a claim is ever made upon the Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and the Lender repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over the Lender or any of its property or (b) any settlement or compromise of any such claim effected by the Lender with any such claimant (including the Borrowers) then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or other instrument evidencing any liability of

32

the Borrowers, and the Guarantor shall be and remain liable to the Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Lender.

18.      GOVERNING LAW; VENUE. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law). The Guarantor agrees that any legal action or proceeding arising out of or relating to this Guaranty, or any legal action or proceeding to execute or otherwise enforce any judgment obtained against the Guarantor, for breach hereof or thereof, or against any of its properties, may be brought in the courts of the State of New York or the United States District Court for the Southern District of New York by the Guarantor or on behalf of the Guarantor, as the Lender may elect. The Guarantor hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts for purposes of any such legal action or proceeding. Service of process by the Lender in any such dispute shall be binding on the Guarantor if sent to the Guarantor by registered or certified mail, at the addresses specified on the signature page of this Guaranty. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction.

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTY, ANY OTHER BASIC DOCUMENT (AS DEFINED UNDER EACH FW CREDIT FACILITY) OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. IN ADDITION, THE GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER (AS DEFINED UNDER EACH FW CREDIT FACILITY)EXECUTED IN CONNECTION HEREWITH OR THEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM

19.      Counterparts. This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Guarantor and the Lender.

20.      No Setoff or Counterclaim. All payments made by the Guarantor hereunder will be made without setoff, counterclaim or other defense and on the same basis as payments are made by the Borrowers under the Basic Documents.

21.      Headings. The headings in this Guaranty are for purposes of reference only and shall not otherwise affect the meaning or construction of any provision of this Guaranty.

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22.      No Third Party Beneficiaries. Except as otherwise provided herein, this Guaranty is not intended to confer upon any Person, except for the parties hereto, any rights or remedies hereunder.

23.      GE Guaranty Covenant. Until the occurrence of the Release Event, the Guarantor covenants and agrees that, so long as Guaranteed Obligations remain outstanding, (a) it shall, without duplication of its obligations hereunder, perform all of its obligations as and when due under the guarantees provided by the Guarantor to GE with respect to the Turbine Supply Documents (the “Turbine Supply Guarantees”) and (b) it shall not, without the prior written consent of the Lender, (i) repudiate, revoke, cancel or terminate, or accept or consent to the repudiation, revocation, cancellation or termination of, any Turbine Supply Guarantee nor (ii) amend, supplement or modify in any material respect, or enter into any material amendment, supplement or modification to, any Turbine Supply Guarantee that would have the effect of reducing its obligations or liabilities thereunder.

[SIGNATURE PAGE FOLLOWS]

34

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

FIRST WIND HOLDINGS, LLC,
as Guarantor
By:	/s/ Michael Alvarez
	Name: Michael Alvarez
	Title:   President

Accepted and Agreed to:

HSH NORDBANK AG, NEW YORK BRANCH

By:	/s/ Brian T. Caldwell
	Name:	Brian T. Caldwell
	Title:	Senior Vice President
		HSH Nordbank AG, New York Branch

By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President
		HSH Nordbank AG, NY Branch

HSH NORDBANK AG, NEW YORK BRANCH

230 Park Avenue

32nd Floor

New York, New York 10169-0005

Attention:	Energy – Portfolio Management
Telephone:	(212) 407-6044 (David Watson)
Facsimile:	(212) 407-6811

with a copy to:

HSH NORDBANK AG, NEW YORK BRANCH

230 Park Avenue

32nd Floor

New York, New York 10169-0005

Attention:	General Counsel
Telephone:	(212) 407-6142
Facsimile:	(212) 407-6811

Schedule 1

Project Companies

·Stetson Wind II, LLC

·Kaheawa Wind Power II, LLC

·Evergreen Wind Power II, LLC

·Evergreen Wind Power III, LLC

·Vermont Wind, LLC

·Erie Wind, LLC

Schedule 2

Collateral

An Amended and Restated Pledge and Security Agreement, duly executed by First Wind Holdings, LLC in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment (each as defined below);

An Amended and Restated Guaranty and Pledge Agreement, duly executed by New York Wind III, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

An Amended and Restated Guaranty and Security Agreement, duly executed by Windfarm Prattsburgh, L.L.C., in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

An Amended and Restated Guaranty and Pledge Agreement, duly executed by Hawaii Holdings, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

A Guaranty and Security Agreement, duly executed by Kaheawa Wind Power II, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

A Guaranty and Pledge Agreement, duly executed by First Wind Maine Holdings, LLC, in favor of the Collateral Agent, as amended by the Global Amendment, the Second Global Amendment and the Termination and Release Agreement and Amendment (as defined below);

A Guaranty and Security Agreement, duly executed by Stetson Wind II, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

A Guaranty and Security Agreement, duly executed by Evergreen Wind Power II, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

A Guaranty and Security Agreement, duly executed by Evergreen Wind Power III, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

An Amended and Restated Guaranty and Security Agreement, duly executed by First Wind Acquisition, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

An Amended and Restated Guaranty and Security Agreement, duly executed by First Acquisition IV, LLC in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment, as amended by the Global Amendment and the Second Global Amendment;

An Amended and Restated Guaranty and Pledge Agreement, duly executed by First Wind Vermont Holdings, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

An Amended and Restated Guaranty and Security Agreement, duly executed by Vermont Wind, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

A Pledge Agreement, duly executed by Mars Hill Partners, LLC in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

A Pledge Agreement, duly executed by Maine Wind Partners II, LLC in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

A Pledge Agreement, duly executed by Maine Wind Partners, LLC in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

An Amended and Restated Pledge Agreement, duly executed by First Wind O & M, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment;

A Guaranty and Security Agreement, duly executed by Erie Wind, LLC, in favor of the Collateral Agent, as amended by the Second Global Amendment;

A Guaranty and Pledge Agreement, duly executed by First Wind New York Holdings, LLC, in favor of the Collateral Agent, as amended by the Second Global Amendment;

A Global Amendment to Guaranty and Security Agreements, Guaranty and Pledge Agreements, Pledge Agreements, and Pledge and Security Agreement, duly executed by the FW Entities in favor of the Collateral Agent (the “Global Amendment”);

A Second Global Amendment to Guaranty and Security Agreement, Guaranty and Pledge Agreements, Pledge Agreements, and Pledge and Security Agreement, duly executed by the FW Entities in favor of the Collateral Agent (the “Second Global Amendment”);

A Termination and Release Agreement and Amendment, duly executed by First Wind Maine Holdings, LLC, Evergreen Wind Power V, LLC, and the Collateral Agent (the “Termination and Release Agreement and Amendment”);

A Second Lien Guaranty and Pledge Agreement, duly executed by CSSW Holdings, LLC and CSSW, LLC , in favor of the Collateral Agent;

The Security Agreements as defined in the Fourth Amended and Restated Secured Promissory Note, dated as of the date hereof, by and between HSHN and First Wind Acquisition, LLC, a Delaware limited liability company; and

The Security Agreements as defined in the Second Amended and Restated Secured Promissory Note, dated as of the date hereof, by and between HSHN and First Wind Acquisition IV, LLC.

A Pledge Agreement, duly executed by New York Wind II, LLC, in favor of the Collateral Agent, as amended by the Second Global Amendment.

A Security Agreement, duly executed by New York Wind III, LLC, in favor of the Collateral Agent, as amended by the Second Global Amendment.

Schedule 3

Equity Ownership Table

PARENT	SUBSIDIARY
First Wind Holdings, LLC	First Wind Energy, LLC
	First Wind Prospects, LLC
	First Wind Acquisition, LLC
	First Wind Acquisition II, LLC
	First Wind Acquisition III, LLC
	First Wind Acquisition IV, LLC
	First Wind Acquisition V, LLC
	First Wind West Virginia Holdings, LLC
	New York Wind III, LLC
	New York Wind IV, LLC
	Maine Wind Partners III, LLC
	Stetson Holdings, LLC
	Mars Hill Partners, LLC
	Mass Wind Partners, LLC
	Penn Wind Partners, LLC
	Vermont Wind Partners, LLC
	New Hampshire Wind Partners, LLC
	Wyoming Wind Power, LLC
	California Wind, LLC
	Hawaii Holdings, LLC
	Hawaii Wind Partners, LLC
	Oregon Wind Partners, LLC
	Washington Wind, LLC
	Utah Wind, LLC
	New Mexico Wind, LLC
	CSSW Holdings, LLC
CSSW Holdings, LLC	CSSW, LLC
First Wind Energy, LLC	First Wind Construction, LLC
	First Wind O&M, LLC
First Wind O&M, LLC	First Wind O&M Facilities Management, LLC
First Wind O&M Facilities Management, LLC	First Wind O&M Battery Services, LLC
CANADA
Canada Wind Partners, LLC	Canada Wind, LLC
	Dark Harbour Wind, LLC
	Garvie Mountain Wind, LLC

CALIFORNIA
California Wind, LLC	Indigo Winds, LLC Mojave Winds, LLC Grand View Winds, LLC Coyote Trail Wind, LLC Mountain View Wind, LLC
HAWAII
Hawaii Wind Partners, LLC	Hawaii Wind Partners II, LLC
Hawaii Wind Partners II, LLC	Kaheawa Wind Power, LLC
Hawaii Holdings, LLC	South Point Wind Power, LLC Kahuku Wind Power, LLC Kaheawa Wind Power II, LLC Kauai Wind Power, LLC Ikaika Wind Power, LLC Kawailoa Wind, LLC
MAINE
Mars Hill Partners, LLC	Maine Wind Partners II, LLC
Maine Wind Partners II, LLC	Maine Wind Partners, LLC
Maine Wind Partners, LLC	Evergreen Wind Power, LLC
Maine Wind Partners III, LLC	Evergreen Wind Power II, LLC Evergreen Wind Power III, LLC Evergreen Wind Power V, LLC Longfellow Wind, LLC New Winds, LLC Stetson Wind II, LLC Cerro Wind Power, LLC Blue Sky East, LLC Blue Sky West, LLC Beech Wind, LLC Green Mountain Wind, LLC
MASSACHUSETTS
First Wind Mass Holdings, LLC	Pioneer Valley Wind, LLC
NEW HAMPSHIRE
New Hampshire Wind Partners, LLC	North Country Wind, LLC

NEW MEXICO
New Mexico Wind, LLC	New Mexico Land Holdings, LLC Desert Sage Wind, LLC Red Canyon Wind, LLC
NEW YORK
New York Wind III, LLC	New York Wind II, LLC
New York Wind II, LLC	Niagara Wind Power, LLC New York Wind, LLC
New York Wind, LLC	Canandaigua Power Partners, LLC Canandaigua Power Partners II, LLC Windfarm Prattsburgh, LLC First Wind Steuben, LLC
New York Wind IV, LLC	GenWy Wind, LLC Clover Ridge Wind, LLC Southern Tier Wind, LLC
OREGON
Oregon Wind Partners, LLC	Oregon Wind, LLC Oregon Wind II, LLC Harvest Wind Energy, LLC Poplar Winds, LLC
PENNSYLVANIA
Penn Wind Partners, LLC	Beaverdam Run, LLC Dwight Creek, LLC Little Mountain, LLC
UTAH
Utah Wind, LLC	Milford Wind Corridor, LLC
Milford Wind Corridor, LLC	Milford Wind Corridor Phase I, LLC Milford Wind Corridor Phase II, LLC
VERMONT
Vermont Wind Partners, LLC	Vermont Wind, LLC Saxton Wind, LLC
WASHINGTON
Washington Wind, LLC	Palouse Wind, LLC Latah Wind, LLC
WEST VIRGINIA
First Wind West Virginia Holdings, LLC	Tri-County Wind, LLC

WYOMING
Wyoming Wind Power, LLC	Frontier Wind Express, LLC Buckhorn Wind, LLC Antelope Run, LLC

Schedule 4

Development Budget

(Attached)

*****

Confidential materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.  A total of six pages were omitted.

*Earmarked Expenditures marked with E*		Jan-10		Feb-10		Mar-10		Apr-10		May-10		Jun-10		Jul-10		Aug-10		Sep-10		Oct-10		Nov-10		Dec-10
Opening Cash Balance		111,777		75,414		49,783		184,907		157,180		146,651		127,302		104,320		91,309		67,650		52,720		104,115
Uses		(55,142	)	(46,066	)	(85,678	)	(57,729	)	(54,786	)	(130,356	)	(65,307	)	(54,145	)	(102,345	)	(51,483	)	(38,552	)	(76,335	)
Sources	E*	18,779		20,436		220,801		40,002		44,257		111,007		42,325		41,134		78,686		36,553		89,946		30,435
Corporate LC’s		0		0		0		(10,000	)	0		0		0		0		0		0		0		0
Joint Ventures		0		0		0		0		0		0		0		0		0		0		0		0
HoldCo Investment		0		0		0		0		0		0		0		0		0		0		0		0
Ending Cash Balance		75,414		49,783		184,907		157,180		146,651		127,302		104,320		91,309		67,650		52,720		104,115		58,215
Departmental Overhead
Departmental Overhead		1,911		2,060		1,428		1,400		1,441		1,332		1,345		1,374		1,330		1,317		1,358		2,012
Total Stetson I		0		0		0		0		0		0		0		0		0		0		0		0
Total Cohocton		0		0		0		0		0		0		0		0		0		0		0		0
Total Milford I	E*	0		0		0		0		0		0		0		0		0		0		0		0
Total Stetson II	E*	0		0		0		0		0		0		0		0		0		0		0		0
Total Rollins	E*	0		0		0		0		0		0		0		0		0		0		0		0
Total Sheffield	E*	0		0		0		0		0		0		0		0		0		0		0		0
Total Milford II A		630		0		0		0		0		0		0		0		0		0		0		0
Total KWP II	E*	219		216		262		175		178		169		0		0		0		0		0		0
Total Longfellow		318		312		371		246		249		240		218		214		214		217		0		0
Total Kahuku		266		261		314		209		212		203		182		179		179		182		0		0
Oakfield I & II	E*	774		757		892		591		312		304		279		274		274		278		0		0
Milford II B		171		171		0		0		0		0		0		0		0		0		0		0
2011 + Projects		2,059		2,651		3,277		2,197		2,528		2,375		2,238		2,203		2,193		2,332		2,819		5,113
Total		6,348		6,427		6,543		4,818		4,920		4,624		4,262		4,244		4,190		4,225		4,177		7,125
Interest Expense
Wind Acq I	E*	1,110		1,110		945		0		0		0		0		0		0		0		0		0
Wind Acq III		0		0		0		0		0		0		0		0		0		0		0		0
Wind Acq IV	E*	239		239		204		0		0		0		0		0		0		0		0		0
2009 Clipper TSL		176		176		105		35		35		35		35		35		66		97		97		97
2011 + Clipper TSL		0		0		0		0		0		98		197		197		232		268		268		336
Construction Loans	E*	714		538		1,287		2,729		2,329		1,905		2,470		2,105		2,246		2,969		2,146		0
Holdings Loan/LC Facility	E*	72		58		58		77		62		62		77		62		62		77		62		77
Total Interest Expenses		2,311		2,120		2,599		2,841		2,426		2,100		2,778		2,399		2,606		3,410		2,572		510
Construction Financing Fees
Milford	E*	0		0		0		0		0		0		0		0		0		0		0		0
Rollins, Stetson II, Sheffield	E*	0		0		0		0		0		0		0		0		0		0		0		0
Stetson II	E*	0		0		0		0		0		0		0		0		0		0		0		0
Rollins	E*	0		0		3,775		0		0		0		0		0		0		0		0		0
Sheffield	E*	0		0		2,300		0		0		0		0		0		0		0		0		0
Oakfield I & II	E*	0		0		6,275		0		0		0		0		0		0		0		0		0
KWP II		0		0		1,725		0		0		0		0		0		0		0		0		0
Kahuku		0		0		2,650		0		0		0		0		0		0		0		0		0
Longfellow		0		0		2,400		0		0		0		0		0		0		0		0		0
Steel Winds II	E*	0		763		0		0		0		0		0		0		0		0		0		0
Milford II A		0		0		0		0		0		0		0		0		0		0		0		0
Total Construction Financing Fees		0		763		19,125		0		0		0		0		0		0		0		0		0
Term Debt Financing Fees
Stetson		0		0		0		0		0		0		0		0		0		0		0		0
Cohocton RefI		0		0		0		0		0		0		0		0		0		0		0		0
Cohocton		0		0		2,025		0		0		0		0		0		0		0		0		0
Rollins, Stetson II, Sheffield	E*	0		0		0		0		0		0		0		0		0		0		0		0
Stetson II	E*	0		350		0		0		0		0		0		0		0		0		0		0
Rollins	E*	0		0		0		0		0		0		0		0		0		0		2,650		0
Sheffield	E*	0		0		0		0		0		0		0		0		0		0		1,600		0
Oakfield I & II	E*	0		0		0		0		0		0		0		0		0		0		0		0
KWP II	E*	0		0		0		0		0		0		0		0		0		0		0		0
Kahuku		0		0		0		0		0		0		0		0		0		0		0		0
Longfellow		0		0		0		0		0		0		0		0		0		0		0		0
Steel Winds II	E*	0		0		0		0		0		250		0		0		0		0		0		0
Milford II A		0		0		0		0		0		0		0		0		0		0		0		0
Total Term Debt Fees		0		350		2,025		0		0		250		0		0		0		0		4,250		0
Other
Working Capital Adjustment		(7,279	)	1,483		(4,918	)	5,366		(4,003	)	(1,481	)	2,885		(1,138	)	2,710		3,011		3,271		2,041
Cushion		1,000		1,000		1,000		1,000		1,000		1,000		1,000		1,000		1,000		1,000		1,000		1,000
Payment to Wind Partners II		0		0		0		0		0		0		0		0		0		0		0		0
Payment to Wind Partners II		0		0		0		0		0		0		0		0		0		0		0		0
Total		(6,279	)	2,483		(3,918	)	6,366		(3,003	)	(481	)	3,885		(138	)	3,710		4,011		4,271		3,041
Total Users		53,142		46,066		85,678		57,729		54,786		130,356		65,307		54,145		102,345		51,483		38,552		76,335
Cumulative		531,720		577,786		663,464		721,192		775,978		906,334		971,640		1,025,786		1,128,131		1,179,614		1,218,165		1,294,300

3

Schedule 5

Permitted Indebtedness

None.

Schedule 6

Post-Closing Obligations

1.             Accounts.  On or before January 15, 2009, Holdings shall deliver (or cause to be delivered) to the Collateral Agent written evidence that all accounts of Holdings or its subsidiaries currently maintained at Bank of America are either covered by one or more account control agreements in form and substance reasonably satisfactory to the Collateral Agent or that such accounts have been closed and moved to Citibank, N.A. (“Citibank”) and are covered by one or more account control agreements in form and substance similar to the account control agreement(s) (in relation to accounts of Holdings and certain of its subsidiaries) entered into by the Collateral Agent, Holdings and Citibank on or before the Effective Date, or in such other form as the Collateral Agent may approve, providing for the perfection of the Collateral Agent’s security interest in all deposit accounts constituting part of the Collateral under, and subject to, the Amended Documents.

2.             Mortgages. On or before the applicable date set forth in the chart contained in Section 4 below, each Project Company shall deliver (or cause to be delivered) to the Collateral Agent a fully executed (except for the Collateral Agent) Mortgage in favor of the Collateral Agent (each of which mortgage shall be in form and substance suitable for recordation in the applicable jurisdiction), and each such Mortgage shall be recorded, as follows:

(a) with respect to each Project, one or more Mortgages shall be recorded on (i) the site(s) on which Turbines will be erected on the earlier to occur of (A) the date of erection of the Turbines thereon and (B) the date specified in the below chart and (ii) the remaining real property rights on or before the date for recording specified in the below chart; provided further that, with respect to the property rights described only in the foregoing clause (ii), none of Holdings or its affiliates shall be obligated to make any payment to any such counterparty (other than covering legal fees, filing fees and other transaction costs in the Borrower’s sole discretion) to induce such counterparty to enter into such security arrangement.

3.             Title Insurance. The Borrower shall deliver to the Agent a copy of any title reports with respect to the interest of Holdings or any applicable Project Company in each project site as soon as reasonably practicable after receipt of the same by the Borrower or the applicable Project Company. On or before (a) December 31, 2008, in connection with the sites on which Turbines are in such types and amounts as may be reasonably required giving due regard for the development stage of the Project and the amount of the obligations secured thereby.

4.             Consents to Assignment. On or before the date set forth in the chart in Section 4 below, each Project Company shall deliver a fully executed (except for the Collateral Agent) Consent

(which Consent shall be in form and substance reasonably satisfactory to the Collateral Agent in light of the types of Consents entered into for projects of this type) for each Material Project Document to which such Project Company is a party that is:

(a)a power purchase, renewable energy credit sales or other revenue agreement,

(b)an interconnection agreement,

(c)the Turbine Supply Documents,

(d)a balance of plant construction agreement,

(e)a substation transformer purchase agreement, and

(f)a payment in lieu of taxes agreement;

provided, that (x) the time period set forth in the below chart shall be extended for such additional period as may be reasonably necessary to obtain the signature of the counterparty to such Consent so long as the Project Company is using diligent and commercially reasonable efforts to satisfy this requirement, (y) promptly (but in any event within ten (10) Business Days) after receipt of comments from any such counterparty requesting modifications to the Consent, the Collateral Agent shall respond with counterproposals thereto and (z) notwithstanding any of the foregoing in this Section 2, none of the Project Company nor any of its Affiliates shall be obligated to make any payment to any such counterparty to induce such counterparty to enter into such Consent.

5.             Chart of Time Periods. The following is the chart containing the delivery dates for the deliverables referenced in Sections 2 and 3 above. The deliverables are required in connection with the Financing Agreement (as defined in the Omnibus Agreement) stated in parentheses.

Type of Basic Document, Project and Financing Agreement	Delivery Date
Execution and delivery of the Mortgage(s) for the Stetson II Project (FWA Note)	12/31/08
Execution and delivery of Mortgage(s) for the Rollins Project (FWA Note)	12/31/08
Execution and delivery of Mortgage(s) for the Oakfield Project (FWA	12/31/08

Note)
Execution and delivery of Mortgage(s) for the Sheffield Project (WA IV)	2/28/09
Execution and delivery of Mortgage(s) for the Steel Winds II Project (WA IV)	9/15/09
Consents for Sheffield and Steel Winds II (WA IV)	9/15/09
Recordation of Mortgage(s) for Rollins, Oakfield, Stetson II, Sheffield, Steel Winds II (FWA Note)	Prior to erection of any Turbines at the applicable Project site, or upon an Event of Default at Agent’s election
Recordation of any other Mortgage(s) not previously recorded	Upon an Event of Default at Agent’s election
Mortgage for KWP II (FWA Note)	No Mortgage will be given
Consents for Rollins (FWA Note)	N/A
Consents for Stetson II (FWA Note)	N/A
Consents for Oakfield (FWA Note)	N/A
Consents for KWP II (FWA Note)	N/A

Schedule 7

Steel Winds Reorganization

1.New York Wind III, LLC to purchase Lehman First Wind Holdings, LLC Class B membership interests in NY Wind II, LLC.

2.New York Wind III, LLC to transfer Class A and Class B membership interests in New York Wind II, LLC to CSSW, LLC.

3.New York Wind II, LLC to transfer membership interests in Windfarm Prattsburgh, L.L.C. to First Wind New York Holdings, LLC.

4.CSSW, LLC to dissolve New York Wind III, LLC or merge it into New York Wind II, LLC.

EX-10.17

Exhibit 10.17

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 22, 2009

among

CSSW, LLC,

as Borrower,

CSSW Holdings, LLC,

as CSSW Parent,

the Lenders from time to time party hereto,

Wells Fargo Bank, National Association,

as the Administrative Agent,

and

Wells Fargo Bank, National Association,

as the Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND RULES OF INTERPRETATION		7
Section 1.1	Definitions	7
Section 1.2	Accounting Terms	50
Section 1.3	Interpretation, Etc.	50
ARTICLE 2 THE CREDITS		51
Section 2.1	The Term Loans	51
Section 2.2	Procedure for Borrowing	52
Section 2.3	Evidence of Obligations and Notes	52
Section 2.4	Mandatory Principal and Interest Payments on Term Loans	53
Section 2.5	Default Rate	54
Section 2.6	Sharing of Payments	54
Section 2.7	Removal or Replacement of a Lender	55
Section 2.8	Capital Adequacy	55
Section 2.9	Pro Rata Borrowings; Availability	56
ARTICLE 3 CONDITIONS TO TERM LOANS		56
Section 3.1	Conditions to the Term Loans and Initial Closing Date	56
Section 3.2	Conditions to Subsequent Closing Date	60
Section 3.3	Conditions to Stetson II Effective Date	64
Section 3.4	Conditions to Stetson II Funding Date	67
ARTICLE 4 PAYMENT, PREPAYMENT AND TAXES		70
Section 4.1	Mandatory Prepayment	70
Section 4.2	Voluntary Prepayments	72
Section 4.3	Payment and Interest Cutoff	72
Section 4.4	Method, Timing and Application of Payments	72
Section 4.5	Taxes	73
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE BORROWER		76
Section 5.1	Existence	77
Section 5.2	Power; Authorization; Enforceable Obligations	77
Section 5.3	No Legal Bar	78
Section 5.4	Principal Place of Business; Location of Records	78
Section 5.5	Subsidiaries	78
Section 5.6	Payment of Taxes	78
Section 5.7	Financial Statements and Condition	79
Section 5.8	Accuracy of Information, Etc.	79
Section 5.9	Construction of the Stetson II Project	80
Section 5.10	Title	80
Section 5.11	Litigation	80
Section 5.12	Margin Stock	80

i

Section 5.13	Employee Benefits	81
Section 5.14	Environmental Matters	81
Section 5.15	Investment Company Act of 1940	82
Section 5.16	Solvency	82
Section 5.17	Compliance with Requirement of Laws and Permits	82
Section 5.18	Labor Matters	82
Section 5.19	Permits, Licenses and Approvals	82
Section 5.20	Security Documents	83
Section 5.21	Regulatory Matters	83
Section 5.22	Events of Loss or Eminent Domain	84
Section 5.23	Material Project Documents	84
Section 5.24	No Default Under Material Project Documents	84
Section 5.25	No Default	85
Section 5.26	Special Purpose Entity Status	85
ARTICLE 6 [RESERVED]		85
ARTICLE 7 REPORTS AND INFORMATION		85
Section 7.1	Quarterly Financial Statements and Reports	85
Section 7.2	Annual Financial Statements	86
Section 7.3	Accountant’s Letters	86
Section 7.4	Officer’s Certificates	86
Section 7.5	Annual Budget	86
Section 7.6	Notice of Defaults	87
Section 7.7	Reports to Other Creditors	87
Section 7.8	Miscellaneous	87
Section 7.9	Other Notices	87
ARTICLE 8 FINANCIAL COVENANT		89
ARTICLE 9 AFFIRMATIVE COVENANTS		89
Section 9.1	Existence and Business	89
Section 9.2	Name and Location	90
Section 9.3	Compliance with Laws	90
Section 9.4	Taxes and Other Obligations	90
Section 9.5	Maintenance of Properties	90
Section 9.6	Insurance	91
Section 9.7	Records and Accounts	91
Section 9.8	Inspection	91
Section 9.9	[Reserved]	91
Section 9.10	Separateness Covenants	91
Section 9.11	Security Documents	91
Section 9.12	Project Documents	92
Section 9.13	[Reserved.]	92
Section 9.14	Hedging Requirements	92
Section 9.15	Clipper Bankruptcy	93
Section 9.16	Further Assurances	93

ii

Section 9.17	Mandatory Prepayment of Reserves	93
Section 9.18	Use of Proceeds	94
Section 9.19	FERC Approval	94
Section 9.20	Accuracy of Budgets	94
Section 9.21	Market-Based Rate Authority	94
Section 9.22	Additional Collateral	94
Section 9.23	[Reserved.]	95
Section 9.24	Independent Director	95
Section 9.25	Cohocton Holding Company	95
Section 9.26	Stetson II Project	96
Section 9.27	Post Stetson Prepayment Obligation to Sell	96
ARTICLE 10 NEGATIVE COVENANTS		97
Section 10.1	Restrictions on Indebtedness; Paying Premiums	97
Section 10.2	Restriction on Liens	97
Section 10.3	Investments	97
Section 10.4	Dispositions of Assets	97
Section 10.5	Reserved	98
Section 10.6	Mergers, Consolidation, Etc.	98
Section 10.7	Distributions	98
Section 10.8	Sale and Leaseback	99
Section 10.9	Transactions with Affiliates	99
Section 10.10	Organizational Documents	99
Section 10.11	Amendment of Material Project Documents; Material Additional Project Documents; Stetson II Construction Period	100
Section 10.12	Amendment of Major Project Indebtedness	101
Section 10.13	Subsidiaries	101
Section 10.14	Replacement of Operator	101
Section 10.15	Abandonment of Project	102
Section 10.16	Special Purpose Entity Status	102
Section 10.17	Hedging Agreements	102
Section 10.18	Administrative Services Agreement	102
ARTICLE 11 EVENTS OF DEFAULT AND REMEDIES		103
Section 11.1	Events of Default	103
Section 11.2	Steel Winds Project and Stetson II Project Event of Default	108
Section 11.3	Acceleration	109
Section 11.4	Other Remedies	109
Section 11.5	Distribution of Proceeds	110
ARTICLE 12 THE AGENTS		110
Section 12.1	Appointment and Authorization	110
Section 12.2	Delegation of Duties	111
Section 12.3	Liability of the Agents	111
Section 12.4	Reliance by the Agents	112
Section 12.5	Notice of Default	112
Section 12.6	Credit Decision	113

iii

Section 12.7	Indemnification of Agents	113
Section 12.8	Agents in Individual Capacities	114
Section 12.9	Successor Agents	114
Section 12.10	Registry	115
Section 12.11	Force Majeure	115
Section 12.12	Reliance by Administrative Agent	116
ARTICLE 13 MISCELLANEOUS		116
Section 13.1	Costs and Expenses	116
Section 13.2	Indemnity	117
Section 13.3	Notices	120
Section 13.4	Benefit of Agreement	120
Section 13.5	No Waiver; Remedies Cumulative	121
Section 13.6	No Third Party Beneficiaries	121
Section 13.7	Reinstatement	121
Section 13.8	Accredited Investor	121
Section 13.9	Counterparts	121
Section 13.10	Amendment or Waiver	122
Section 13.11	Assignments, Participations, etc.	122
Section 13.12	Survival	125
Section 13.13	WAIVER OF JURY TRIAL	125
Section 13.14	Right of Set-off	125
Section 13.15	Severability	125
Section 13.16	Domicile of Loans	125
Section 13.17	Limitation of Recourse	125
Section 13.18	Governing Law; Submission to Jurisdiction	126
Section 13.19	Complete Agreement	126
Section 13.20	Confidentiality	126
Section 13.21	Termination and Release of Liens	128
Section 13.22	USA Patriot Act	128
Section 13.23	Acknowledgements	128

iv

LIST OF EXHIBITS AND SCHEDULES

Exhibits
Exhibit A	Form of Guarantee and Security Agreement
Exhibit B	Form of Term Note
Exhibit C	Form of Notice of Borrowing
Exhibit D	Form of Legal Opinion of CSSW Parent’s, Borrower’s and Steel Winds Project Company’s In-House Counsel
Exhibit E	Form of Legal Opinion of Goodwin Procter LLP
Exhibit F	Form of Assignment and Acceptance Agreement
Exhibit G	Initial Closing Date Organizational Structure
Exhibit H	Form of Undertaking Agreement
Exhibit I	Form of Intercreditor Agreement
Exhibit J	Form of Compliance Certificate
Exhibit K	Stetson II Effective Date Organizational Structure
Schedules
Schedule 1	Steel Winds Reorganization
Schedule 1.1	Commitments
Schedule 2	Stetson Transmission Line Reorganization
Schedule 3	Stetson Reorganization
Schedule 3.1(d)	List of Material Project Documents for Cohocton Project and Stetson I Project
Schedule 3.1(e)	List of Major Project Indebtedness Documents for Cohocton Project and Stetson I Project
Schedule 3.2(d)	List of Steel Winds Material Project Documents for Steel Winds Project
Schedule 3.3(f)	List of Material Project Documents for Stetson II Project
Schedule 5.2	Consents, Authorizations, Filings and Notices
Schedule 5.4	Locations of Principal Place of Business
Schedule 5.5	Subsidiaries
Schedule 5.6	Taxes
Schedule 5.7	Material Events
Schedule 5.13	Employee Benefits
Schedule 5.19	Permits, Licenses and Approvals
Schedule 5.20	Financing Statements
Schedule 5.21(b)	Regulatory Matters
Schedule 10.1	Indebtedness
Schedule 10.2	Liens
Schedule 10.3	Investments
Schedule 11.2(b)	Amendments to Original Credit Agreement

v

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 22, 2009, by and among (i) CSSW, LLC, a Delaware limited liability company, as borrower (the “Borrower”), (ii) CSSW Holdings, LLC, a Delaware limited liability company (the “CSSW Parent”), (iii) the Lenders from time to time party hereto, (iv) Wells Fargo Bank, National Association, as the administrative agent for the Lenders from time to time party hereto (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and (v) Wells Fargo Bank, National Association, as the collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

This Amended and Restated Credit Agreement amends and restates in its entirety the Credit Agreement, dated as of July 17, 2009, by and among the Borrower, CSSW Parent, the Lenders from time to time party thereto, the Administrative Agent and the Collateral Agent, as amended by that certain First Amendment, Consent and Waiver (the “First Amendment, Consent and Waiver”), dated as of September 16, 2009, among the Borrower, CSSW Parent and the Initial Lenders (as so amended, the “Original Credit Agreement”).

Recitals

WHEREAS, the Initial Lenders have made the Initial Term Loans and the Subsequent Term Loans to the Borrower on the terms and subject to the conditions set forth in the Original Credit Agreement;

WHEREAS, pursuant to the terms and conditions in the First Amendment, Consent and Waiver, the Borrower has formed the New Cohocton Holding Company, as a direct Subsidiary of the Borrower and the Borrower owns directly 100% of the Equity Interests of the New Cohocton Holding Company. After giving effect to the reorganization contemplated by Section 9.25 in accordance with the First Amendment, Consent and Waiver, the New Cohocton Holding Company now owns 100% of the Equity Interests in the Cohocton Holding Company which owns 100% of the Equity Interests in the Cohocton Project Companies;

WHEREAS, the Borrower, CSSW Parent and the Initial Lenders have agreed that on the Stetson II Effective Date, the Borrower will form the Stetson Intermediate Holding Company, as a direct Subsidiary of the Borrower and the Borrower will own directly 100% of the Equity Interests of the Stetson Intermediate Holding Company. After giving effect to the Stetson Reorganization on the Stetson II Effective Date, the Stetson Intermediate Holding Company will own 100% of the Equity Interests in the Stetson Holding Company which will own 100% of the Equity Interests in the Stetson I Project Company and the Stetson II Project Company;

WHEREAS, in connection with the Stetson Reorganization, the Borrower has requested that the Initial Lenders make certain additional term loans to the Borrower and make certain other amendments related thereto; and

WHEREAS, the Initial Lenders have agreed to make such additional term loans to the Borrower and such amendments on the terms and subject to the conditions as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE 1

DEFINITIONS AND RULES OF INTERPRETATION

Section 1.1             Definitions. In addition to the terms defined elsewhere in this Agreement, unless otherwise specifically provided herein, the following terms, when used herein (including in the preamble and recitals hereto) with initial capitalization, shall have the following meanings for all purposes when used in this Agreement:

“Additional Project Document” shall mean any Project Document entered into by or assigned to the Borrower or any of the Borrower’s Subsidiaries with any other Person (including any Project Document entered into in substitution for or in replacement of any Project Document that has been terminated in accordance with its terms or otherwise) (a) with respect to the Cohocton Project, the Stetson I Project and the Steel Winds Project, subsequent to the Initial Closing Date and (b) with respect to the Stetson II Project, subsequent to the Stetson II Effective Date.

“Administrative Agent” shall have the meaning set forth for such term in the preamble hereto, and shall include any successor administrative agent appointed pursuant to Section 12.9 hereof.

“Affiliate” shall mean, with respect to any Person, (a) any other Person that is directly or indirectly controlled by, under common control with or controls such Person or (b) any other Person owning beneficially or controlling ten percent or more of the Voting Stock of such Person. As used herein, the term “control” shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of partnership interests or voting securities, by contract or otherwise.

“Agents” shall mean, collectively, the Administrative Agent and the Collateral Agent.

“Agreement” shall mean this Amended and Restated Credit Agreement.

“Agreement Change” shall have the meaning set forth in Section 10.11(a) hereof.

“Amendment Measurement Date” shall mean the effective date of an amendment, supplement or modification to the terms of the Major Project Indebtedness in the manner described in Section 10.12.

“Assignee” shall have the meaning set forth in Section 13.11 hereof.

“Assignment and Acceptance Agreement” shall have the meaning set forth in Section 13.11 hereof.

7

“Attorney Costs” shall mean all documented and reasonable fees and disbursements of any law firm or other external counsel.

“Authorized Officer” shall mean, (a) with respect to any Person that is a corporation or a limited liability company, any individual holding the position of chief executive officer, president or vice president (or the equivalent thereof), chief financial officer, treasurer, assistant treasurer, secretary or assistant secretary, (b) with respect to any Person that is a partnership, any individual holding the position of chief executive officer, president or vice president (or the equivalent thereof), chief financial officer, treasurer, assistant treasurer, secretary or assistant secretary of the general partner or managing partner of such Person and (c) with respect to any other Person, the designated officers of such Person, in each case whose name appears on a certificate of incumbency of such Person delivered in accordance with this Agreement, as such certificate may be amended from time to time.

“Bankruptcy Code” shall mean the United States Federal Bankruptcy Code of 1978, as amended from time to time, and any successor statute.

“Base Case Projections Model” shall mean, with respect to each Project, a projection of operating results for such Project over a period ending no sooner than twenty-five (25) years beyond the commercial operation date of such Project, based on the Borrower’s good faith estimates and assumptions, as of such commercial operation date, as to revenue (using the P-50 annual energy estimate provided by AWS Truewind LLC) and operating expenses over the forecast period.

“Borrower” shall have the meaning set forth for such term in the preamble hereto.

“Borrower Credit Party” shall mean the Borrower, CSSW Parent and each other grantor or obligor under the Security Documents.

“Borrower Net Revenues” shall mean, for any period, without duplication, the aggregate amount of (a) all Project Revenues received during such period and (b) all other interest and other income received by the Borrower and its Subsidiaries in cash during such period less the aggregate amount of (i) all O&M Costs paid in cash during such period, (ii) all payments of principal, interest, fees and other amounts on account of Permitted Indebtedness actually made in cash from Project Revenues during such period in accordance with the agreements governing such Permitted Indebtedness (without duplication of any amounts deposited and held in any Debt Service Account), (iii) all cash payments of taxes made by the Borrower and its Subsidiaries during such period (without duplication of any amounts deposited and held in any Tax Distribution Reserve), and (iv) with respect to the Steel Winds Project, the cash portion of distributions of PTC Benefits to tax equity investors pursuant to the terms of Qualified Tax Equity Financings of the Steel Winds Project.

“Borrower Tax Distributions” shall have the meaning set forth in Section 10.7(b) hereof.

“Business” shall have the meaning set forth in Section 5.14(a) hereof.

8

“Business Day” shall mean any day that is neither a Saturday or Sunday nor a legal holiday or a day on which commercial banks and the Federal Reserve Bank are authorized or required to be closed in New York City, Minneapolis, Minnesota or in Toronto, Ontario, Canada.

“Calculation Period” shall mean, as of an Interest Payment Date, the period from and including the Initial Closing Date to but excluding the first Interest Payment Date, and thereafter, the period from and including the prior Interest Payment Date to but excluding the next Interest Payment Date.

“Call Premium” shall mean an amount equal to the product of (a) the amount of outstanding principal of the Terms Loans being prepaid in accordance with Section 4.1 or Section 4.2, as applicable, and (b) the applicable premium as set forth below:

Period of Prepayment	Call Premium
During the period commencing on the Initial Closing Date and ending on the second anniversary of the Initial Closing Date	20	%
During the period commencing after the second anniversary of the Initial Closing Date and ending on the third anniversary of the Initial Closing Date	15	%
During the period commencing after the third anniversary of the Initial Closing Date and ending on the fourth anniversary of the Initial Closing Date	10	%
Thereafter	0	%

“Capital Adequacy Regulation” shall mean any guideline, request or directive of any central bank or other Governmental Authority, or any other Requirement of Law, whether or not having the force of law, in each case regarding capital adequacy of any bank or of any corporation controlling a bank.

“Capital Expenditure” shall mean, for any period, with respect to any Person, the aggregate expenditures or Indebtedness incurred by such Person and its Consolidated Subsidiaries for the purchase or lease (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements) that are required to be capitalized under GAAP on the consolidated balance sheet of such Person and its Consolidated Subsidiaries.

“Cash Equivalents” shall mean Investments held by the Borrower and its Subsidiaries as set forth in clauses (a) through (f) of the definition of “Permitted Investments”.

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“Cash-Funded Reserve Amounts” shall mean, with respect to a Calculation Period, the Reserve Amounts for a Project that have been funded with Borrower Net Revenues received during the applicable Calculation Period.

“Cash Interest” shall have the meaning set forth in Section 2.4(a) hereof.

“Change of Control” shall mean an event or any series of events by which (a) the Parent ceases to have the power, directly or indirectly, to vote or direct the voting of membership interests carrying the voting rights to elect the majority of the board of managers or directors of CSSW Parent, (b) the Parent ceases to own of record and beneficially, directly or indirectly, at least 51% of each class of Equity Interests of the CSSW Parent, (c) CSSW Parent ceases to own and control of record and beneficially, directly, 100% of each class of outstanding Equity Interests of the Borrower, (d) the Borrower ceases to own and control, of record and beneficially, directly, 100% of each class of outstanding Equity Interests of (i) the Stetson Intermediate Holding Company, (ii) New York Wind III and (iii) the New Cohocton Holding Company, (e) the Borrower ceases to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Equity Interests of the Cohocton Holding Company and each of the Cohocton Project Companies, (f) the Borrower ceases to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Equity Interests in the Stetson Holding Company, the Stetson I Project Company and the Stetson II Project Company, (g) the Borrower ceases to own and control of record and beneficially, directly or indirectly, 100% of each class of outstanding Equity Interests in the Steel Winds Holding Company and the Steel Winds Project Company or (h) New York Wind III ceases to own and control of record and beneficially, directly, 100% of each class of outstanding Equity Interests in the Steel Winds Holding Company and, subject only to the rights of Steel Winds LLC, a Delaware limited liability company, to receive “Company Interests” as set forth in and as defined in the Steel Winds Project Company LLC Agreement as in effect on the date hereof, the Steel Winds Holding Company ceases to own and control, of record and beneficially, directly, 100% of each class of outstanding Equity Interests of the Steel Winds Project Company; provided, however, that if any of the events described in clauses (g) and (h) above should occur as a result of a Qualified Tax Equity Financing, such event shall not constitute a “Change of Control” hereunder.

“Claim” shall have the meaning set forth in the definition of “Environmental Claim.”

“Clipper” shall mean Clipper Turbine Works, Inc., a Delaware corporation.

“Closing Date” shall mean, as to the Initial Term Loans, the Initial Closing Date, as to the Subsequent Term Loans, the Subsequent Closing Date, and as to the Stetson II Term Loans, the Stetson II Funding Date.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and regulations promulgated and rulings issued thereunder. Section references to

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the Code are as in effect at the date hereof and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Cohocton Companies” shall mean (a) the New Cohocton Holding Company, (b) the Cohocton Holding Company and (c) the Cohocton Project Companies; provided that any Subsidiaries of the foregoing Persons described in clauses (a), (b) and (c) created or formed after the Initial Closing Date shall for all purposes of the Loan Documents be considered Cohocton Companies.

“Cohocton Debt-Funded Reserve Amounts” shall mean the Reserve Amounts (other than Reserve Amounts permitted to be funded solely with Project Revenues and/or Equity Contributions) for the Cohocton Project that have been funded with Indebtedness of the Cohocton Project.

“Cohocton Holding Company” shall mean New York Wind, LLC, a Delaware limited liability company.

“Cohocton Host Community Agreement” shall mean, collectively, that certain Host Community Agreement, dated as of August 10, 2007, by and between Canandaigua Power Partners, LLC and the Town of Cohocton, and that certain Host Community Agreement, dated as of August 10, 2007, by and between Canandaigua Power Partners II, LLC and the Town of Cohocton, each as amended from time to time.

“Cohocton Major Indebtedness Prepayment Trigger” shall mean, as applicable, the Initial Cohocton Major Indebtedness Prepayment Trigger or the Second Cohocton Major Indebtedness Prepayment Trigger.

“Cohocton Mini-Perm Financing” shall mean the transactions contemplated in and Indebtedness incurred pursuant to, the Financing Agreement, dated as of March 30, 2009, among the Cohocton Holding Company, HSHN, as arranger, administrative agent and security agent, Norddeutsche Landesbank Girozentrale, as arranger and the lenders parties thereto, as amended by that certain Government Grant and Amendment, dated as of November 12, 2009.

“Cohocton Permitted Indebtedness” shall mean the following Indebtedness incurred by the Cohocton Companies in the aggregate with respect to the Cohocton Project:

1.             Major Project Indebtedness (which includes, as of the Initial Closing Date, the Cohocton Mini-Perm Financing) the aggregate principal amount of which, at any time, does not exceed:

(a)           Until December 31, 2010, $95,500,000 plus the Cohocton Debt-Funded Reserve Amounts that are outstanding during any period subject to compliance with Section 9.17, adjusted as follows (such amount, the “Initial Cohocton Major Indebtedness Prepayment Trigger”):

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(i)            Upon the receipt by any Cohocton Company of Net Cash Proceeds of any ITC Grant in respect of the Cohocton Project, the Initial Cohocton Major Indebtedness Prepayment Trigger shall be reduced by the amount of such Net Cash Proceeds, on a dollar for dollar basis, in an amount of reduction not to exceed $14,500,000; and

(ii)           With respect to any Refinancing Indebtedness, to the extent that the Yield on such Refinancing Indebtedness as of the applicable Yield Measurement Date exceeds the Yield Cap, the Initial Cohocton Major Indebtedness Prepayment Trigger shall be reduced in increments of $3,333,333 for each full 50 basis points by which such Yield exceeds the Yield Cap.

(b)           On and after January 1, 2011, $81,000,000 plus the Cohocton Debt-Funded Reserve Amounts that are outstanding during any period subject to compliance with Section 9.17, adjusted as follows (such amount, the “Second Cohocton Major Indebtedness Prepayment Trigger”):

(i)            The Second Cohocton Major Indebtedness Prepayment Trigger shall be reduced from time to time by any payments, repayments, prepayments and/or redemptions of principal made from time to time on and after January 1, 2011 in respect of such Major Project Indebtedness; provided, however, that payments, repayments, prepayments and/or redemptions of principal resulting from the incurrence of any Refinancing Indebtedness shall not cause any such reductions; and

(ii)           With respect to any Refinancing Indebtedness, to the extent that the Yield on such Refinancing Indebtedness as of the applicable Yield Measurement Date exceeds the Yield Cap, the Second Cohocton Major Indebtedness Prepayment Trigger shall be reduced in increments of $3,333,333 for each full 50 basis points by which such Yield exceeds the Yield Cap.

2.             Excess Cohocton Permitted Project Indebtedness so long as the mandatory prepayment applicable thereto has been made pursuant to Section 4.1(b);

3.LC Indebtedness;

4.             Other Permitted Indebtedness; and

5.             the Obligations.

“Cohocton Project” shall mean the 125 MW wind powered electrical generating facility owned by the Cohocton Project Companies located in Steuben County, New York.

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“Cohocton Project Companies” shall mean, as applicable, Canandaigua Power Partners, LLC, a Delaware limited liability company, and Canandaigua Power Partners II, LLC, a Delaware limited liability company.

“Cohocton Reserve Line” shall mean the sum of (a) at the Borrower’s option, either (i) twelve months of interest reserves that are required to be, and actually are, held in reserve accounts (excluding Debt Service Accounts) pursuant to the applicable Major Project Indebtedness Documents or (ii) if repayment for such Major Project Indebtedness is on an amortization schedule of not less than 10 years, six months of principal, interest and other debt service reserves that are required to be, and actually are, held in reserve accounts (excluding Debt Service Accounts) pursuant to applicable Major Project Indebtedness Documents, (b) an amount funded solely with Project Revenues and/or Equity Contributions not to exceed $3,200,000 in respect of punch list reserves that is required to be, and is currently, held pursuant to the Cohocton Mini-Perm Financing as in existence on the Initial Closing Date, (c) an amount not to exceed $4,000,000 in the aggregate for any other non-debt service related reserves that are required to be, and actually are, held pursuant to applicable Major Project Indebtedness Documents, and (d) amounts funded solely with Project Revenues and/or Equity Contributions that are required to be, and actually are, held in a Debt Service Account.

“Collateral” shall mean all Property that in accordance with the Security Documents is intended to be subject to any Lien in favor of the Collateral Agent and/or the Secured Parties.

“Collateral Agent” shall have the meaning set forth for such term in the preamble hereto, and shall include any successor collateral agent appointed pursuant to Section 12.9 hereof.

“Committed Capacity” shall mean the aggregate amount of capacity (measured in MWhs) for which a firm purchase obligation exists under a Permitted Power Document.

“Commodity Hedge/Power Sales Agreement” shall mean any agreement (including each confirmation entered into pursuant to a master agreement or similar agreement) providing for any swap, cap, collar, put, call, floor, future, option, spot, forward or credit sleeve, and any power and/or capacity purchase or sale agreement, power transmission agreement, ancillary services and capacity sales and purchase agreements, renewable energy credit or other environmental attributes sale or purchase agreements, netting agreement or similar agreement entered into in respect of any commodity, or any energy management agreement, and including any agreement providing for credit support for any of the foregoing (which shall be considered as part of the agreement to which it relates for purposes of this definition), in all cases whether settled physically or financially.

“Compliance Certificate” shall mean a certificate duly executed by a Financial Officer of the Borrower substantially in the form of Exhibit J.

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“Consolidated Subsidiary” shall mean each Subsidiary of a Person (whether now existing or hereafter created) the financial statements of which shall be (or should have been) consolidated with the financial statements of such Person in accordance with GAAP and with appropriate deductions for minority interests in Subsidiaries, as required by GAAP. Unless otherwise indicated, each reference to the term “Consolidated Subsidiary” shall mean a Subsidiary consolidated into the Borrower and shall exclude, except with respect to the Historical Financial Statements, Prattsburgh.

“Contingent Obligations” shall mean, as to any Person, any agreement, obligation, undertaking or arrangement by which such Person assures, guarantees, endorses, contingently agrees to purchase or provides funds for the payment of, or otherwise becomes or is contingently liable upon, or incurs any obligation of, any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, including, without limitation, any so-called “keepwell” or “makewell” agreement, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) otherwise to assure, indemnify or to hold harmless the owner of such primary obligation against loss in respect thereof, (e) with respect to any letter of credit of such Person or as to which that Person is otherwise liable for reimbursement of drawings, or (f) with respect to any hedging agreement; provided, however, that “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the Ordinary Course of Business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its material property is bound.

“CSSW Parent” shall have the meaning set forth in the preamble hereto.

“Debt-Funded Reserve Amounts” shall mean, collectively, the Cohocton Debt-Funded Reserve Amount, the Steel Winds Debt-Funded Reserve Amount and the Stetson Debt-Funded Reserve Amount.

“Debt Service Account” shall mean an account into which amounts are required to be deposited for payment of, and are deposited in amounts not to exceed, the next

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scheduled payment of principal and interest pursuant to applicable Major Project Indebtedness Documents.

“Debtor Relief Law” shall mean the Bankruptcy Code and all other Requirements of Law relating to liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, windingup, composition or readjustment of debts or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” shall mean an Event of Default or an event or condition that with the passage of time or giving of notice, or both, would become an Event of Default.

“Default Rate” shall mean the Interest Rate in effect from time to time plus four percent (4%) per annum.

“Distributable ITC Amount” shall mean (a) with respect to the Cohocton Project, an amount (if positive) equal to (i) the aggregate Net Cash Proceeds of all ITC Grants received with respect to the Cohocton Project, less (ii) the greater of the amount of such ITC Grant that is required to be applied toward payment of Major Project Indebtedness of the Cohocton Project and $14,500,000, less (iii) the amount of previous distributions of Distributable ITC Amounts with respect to the Cohocton Project, (b) with respect to the Stetson I Project, an amount (if positive) equal to the (i) aggregate Net Cash Proceeds of all ITC Grants received with respect to the Stetson I Project, less (ii) the greater of the amount of such ITC Grant that is required to be applied toward payment of Major Project Indebtedness of the Stetson I Project and $18,000,000, less (iii) the amount of previous distributions of Distributable ITC Amounts with respect to the Stetson I Project and (c) with respect to the Stetson II Project, an amount (if positive) equal to (i) the aggregate Net Cash Proceeds of all ITC Grants received with respect to the Stetson II Project, less (ii) the greater of the amount of such ITC Grant that is required to be applied toward payment of Major Project Indebtedness of the Stetson II Project and $19,000,000, less (iii) the amount of previous distributions of Distributable ITC Amounts with respect to the Stetson II Project.

“Distribution” shall mean as to any Person, (a) the declaration or payment of any dividend on or in respect of any shares of any class of capital stock (or other Equity Interests) of such Person, other than dividends payable solely in shares of common stock (or other common Equity Interests) of such Person, (b) the purchase, redemption, defeasance or other acquisition or retirement of any shares of any class of capital stock (or other Equity Interests) of such Person, either directly or indirectly, whether in cash or Property or in any shares of such Person, (c) any other distribution on or in respect of any shares of any class of capital stock (or other Equity Interests) of such Person, either directly or indirectly, whether in cash or Property or in any shares of such Person, and (d) any payment on account of, any setting apart or allocating any sum for the payment of, any dividend or distribution, or for the purchase, redemption, defeasance, retirement or other acquisition of, any shares of capital stock (or other Equity Interests) of such Person, either directly or indirectly, whether in cash or Property or in any shares of such Person;

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provided that any distribution of PTC Benefits to a tax equity investor pursuant to the terms of a Qualified Tax Equity Financing with respect to the Steel Winds Project permitted hereunder shall not be considered a “Distribution” hereunder.

“Distribution Reserve Account” shall mean an account into which amounts are required by the terms of Major Project Indebtedness to be held prior to distribution to the upstream equity owners but after application to all prior provisions of the account waterfall under the terms of such Major Project Indebtedness.

“Dollar” or “$” shall mean United States dollars.

“Eligible Assignees” shall mean any Person that is (a) a commercial bank, insurance company, investment or mutual fund or other Person that is an “accredited investor” (as defined in Regulation D of the Securities Act of 1933, as amended) and (b) not in the business of developing, owning, constructing or operating wind farms in the United States, or manufacturing or constructing wind turbines in the United States, or any Affiliate of such a Person, except that a financial services Affiliate shall qualify as an Eligible Assignee under this clause (b) if such financial services Affiliate has not, and does not at the time of any assignment to such financial services Affiliate, engage in or control any business described in the foregoing provision of this clause (b).

“Eligible Reinvestment” shall mean with respect to an Event of Loss, a reinvestment to replace, repair, restore or rebuild the Property subject to such Event of Loss.

“Enforcement Action” shall mean any action or proceeding against (a) CSSW Parent, (b) the Borrower, (c) from the Subsequent Closing Date, to the extent grantors under the Security Documents, until the Steel Winds Project Collateral is released pursuant to the Security Documents, the Steel Winds Holding Company and the Steel Winds Project Company or, (d) all or any part of the Collateral, in each case under the foregoing clauses (a) through (d), taken for the purpose of (i) enforcing the rights of any Secured Party under or in respect of the Collateral or the Security Documents, including, without limitation, the initiation of any action in any court or before any administrative agency or governmental tribunal to enforce such rights, and any action to exercise any rights provided in this Agreement or the Security Documents and (ii) adjudicating or seeking a judgment on a claim.

“Environmental Claim” shall mean any and all obligations, liabilities, losses, administrative, regulatory or judicial actions, suits, demands, decrees, claims, Liens, judgments, warning notices, notices of noncompliance or violation, investigations, inquiries, requests for information, proceedings, removal or remedial actions or orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys’ or consultants’ fees, arising under or relating in any way to any Environmental Law or any Permit or Governmental Approval required by or issued under any such Environmental Law (hereafter as used in this definition, “Claims”), including (a) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other

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actions or damages arising under or pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from or relating to hazardous substances or arising from alleged injury or threat of injury to health, safety or the environment (including natural resources, plants, animals and their habitats).

“Environmental Law” shall mean any Requirement of Law or regulation pertaining to the protection of the environment (including natural resources, plants, animals and their habitats), or public health, or to the storage, handling, use or generation of hazardous substances in or at the workplace, or to worker health or safety, whether now existing or hereafter enacted.

“EPC Contract” shall mean that certain Stetson II Wind Power Project Construction Contract, dated as of September 30, 2009, between Stetson Wind II, LLC, and Reed & Reed, Inc., as modified by that certain Limited Notice to Proceed, dated as of September 30, 2009, and as further modified by that certain Second Limited Notice to Proceed and Amendment to Contract, dated as of November 24, 2009.

“Equity Contribution” shall mean funds contributed to the Borrower (through CSSW Parent) by CSSW Parent’s direct or indirect equity holders.

“Equity Documents” shall mean the Subscription Agreement, dated as of the Initial Closing Date, by and between the Parent, PIP3PX FirstWind LLC Ltd. and PIP3GV FirstWind LLC Ltd., and the Fifth Amended and Restated Limited Liability Agreement of the Parent.

“Equity Interests” shall mean, with respect to any Person, all of the shares, interests, membership interests, participations, or other equivalents (however designated) of such Person’s capital stock, including all classes of common or preferred capital stock, or partnership, limited liability company or other equity, ownership or profit interests at any time outstanding, including, without limitation, the right to share in profits and losses, the right to receive distributions of cash and other property, and the right to receive allocations of items of income, gain, loss, deduction and credit and similar items from such Person, whether or not such interests include voting or similar rights entitling the holder thereof to exercise control over such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests) (but excluding any debt security that is convertible into or exchangeable for such shares), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

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“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean: (a) any Reportable Event, (b) the existence with respect to any Plan of a non-exempt Prohibited Transaction that results in liability to the CSSW Parent, the Borrower, or any of the Borrower’s Subsidiaries, (c) any failure by any Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, whether or not waived, (d) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure by any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan, (e) the incurrence by any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan, including but not limited to the imposition of any lien in favor of the PBGC or any Pension Plan, (f) a determination that any Pension Plan is, or is expected to be, in “at risk” status (within the meaning of Title IV of ERISA), (g) the receipt by any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan under Section 4042 of ERISA, (h) the incurrence by any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan, or (i) the receipt by any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, in reorganization or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA.

“Event of Abandonment” shall have the meaning set forth in Section 10.15 hereof.

“Event of Default” shall have the meaning set forth in Section 11.1 hereof.

“Event of Eminent Domain” shall mean (a) any condemnation, nationalization, seizure or expropriation by a Governmental Authority of all or a material portion of any Project or the Property or the assets of CSSW Parent, the Borrower or of the Borrower’s Subsidiaries, (b) any assumption by a Governmental Authority of control of any Project or a material portion of the Property, assets or business operations of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, (c) any taking of any action by a Governmental Authority for the dissolution or disestablishment of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries or (d) any taking of any action by a

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Governmental Authority that would prevent CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries from carrying on a material portion of its business or operations.

“Event of Loss” shall mean any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, other loss, damage, casualty or destruction event (whether or not covered by insurance) or an Event of Eminent Domain.

“Excess Cash” shall mean, with respect to the Borrower and its Subsidiaries, an amount, without duplication, equal to Borrower Net Revenues received during the applicable Calculation Period less, to the extent funded with Borrower Net Revenues received during the applicable Calculation Period, subject to compliance with Section 9.17, the Cash-Funded Reserve Amounts and cash amounts paid in respect of Borrower Tax Distributions (without duplication of any Tax Distribution Reserves) during the applicable Calculation Period.

“Excess Cohocton Permitted Project Indebtedness” shall mean the aggregate amount of Major Project Indebtedness of the Cohocton Companies that exceeds the then applicable Cohocton Major Indebtedness Prepayment Trigger.

“Excess Permitted Project Indebtedness” shall mean, collectively, Excess Cohocton Permitted Project Indebtedness and Excess Stetson Permitted Project Indebtedness.

“Excess Reserves” shall mean, with respect to each Calculation Period, the amount by which the aggregate Reserve Amounts exceed the Reserve Cap.

“Excess Stetson Permitted Project Indebtedness” shall mean the aggregate amount of Major Project Indebtedness of the Stetson Companies that exceeds the then applicable Stetson Major Indebtedness Prepayment Trigger.

“Excluded Taxes” shall mean (a) income, profits, franchise, or similar Taxes imposed on (or measured by) any Lender’s net income, net profits or capital imposed on such Lender as a result of a present, former or future connection between such Lender and the jurisdiction of the taxing authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than a connection between such Lender and the jurisdiction of the taxing authority arising solely as a result of its execution and the delivery of any Loan Document or its exercise of its rights or performance of its obligations thereunder), (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which the Borrower is incorporated or formed, (c) any withholding Tax that is imposed on amounts payable to a Lender at the time the Lender (including an assignee of a Lender) becomes a party to this Agreement (or designates a new lending office) or is attributable to a Lender’s (or its assignee’s) failure to comply with Section 4.5(f) hereof, except to the extent that (i) the Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 4.5(a) or (ii) the assignment, acquisition, designation of a new lending office or the appointment of a successor Agent occurs as a result of the

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Borrower’s request pursuant to Section 4.5(h), and (d) Taxes imposed as a result of the Administrative Agent’s or such Lender’s gross negligence or willful misconduct (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Lender (or assignee of a Lender) as a result of a change in law occurring after the time such Lender (or assignee of a Lender) became a party to this Agreement (or designates a new lending office) shall not be an Excluded Tax).

“Exempt Wholesale Generator” shall mean an “exempt wholesale generator” under PUHCA 2005.

“FERC” shall have the meaning set forth in Section 5.21(a) hereof.

“Financial Officer” shall mean the chief financial officer, treasurer or assistant treasurer of any Person.

“First Amendment, Consent and Waiver” shall have the meaning set forth in the preamble hereof.

“Fiscal Quarter” shall mean during each Fiscal Year each quarter ending on March 31, June 30, September 30 or December 31.

“Fiscal Year” shall mean the fiscal year of the Borrower and its Consolidated Subsidiaries ending on December 31 of each calendar year.

“Foreign Benefit Arrangement” shall mean any employee benefit arrangement mandated by non-US law that is maintained or contributed to by any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any of their respective Affiliates or ERISA Affiliates.

“Foreign Lender” shall have the meaning set forth in Section 4.5(f)(i) hereof.

“Foreign Plan” shall mean each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject to U.S. law and is maintained or contributed to by any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any of their respective Affiliates or ERISA Affiliates.

“FPA” shall have the meaning set forth in Section 5.21(a) hereof.

“generally accepted accounting principles” or “GAAP” shall mean accounting principles generally accepted in the United States of America as defined by controlling pronouncements of the Financial Accounting Standards Board, as from time to time in effect.

“Good Faith Contest” shall mean the contest of an item if (a) the item is diligently being contested in good faith and, when applicable, by appropriate proceedings timely instituted, (b) adequate reserves are established in accordance with GAAP with respect to the contested item (if and to the extent GAAP requires the establishment of such reserves) or secured by a bond, and (c) the failure to pay or comply with the contested

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item during the period of such contest would not reasonably be expected to result in a Material Adverse Effect.

“Governmental Approval” shall mean any authorization, consent, approval, license, ruling, Permit, tariff, rate, certification, exemption, variance, claim, Judgment, publication, notice, declarations, or regulation or registration with, of, by or to any Governmental Authority.

“Governmental Authority” shall mean any nation or government, any state, local or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Guarantee and Security Agreement” shall have the meaning set forth in the definition of “Security Documents”.

“Hazardous Substances” shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, toxic molds, pollutants, contaminants, radioactivity and any other substance that is regulated pursuant to or could give rise to liability under any Environmental Law.

“Hedging Agreement” shall mean any agreement with respect to any interest rate swap, cap, collar, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of CSSW Parent, the Borrower or the Borrower’s Subsidiaries shall be a Hedging Agreement.

“Historical Financial Statements” shall mean, (a) as of the Initial Closing Date, (i) the audited financial statements of New York Wind II and its Consolidated Subsidiaries for the 2008 Fiscal Year, consisting of balance sheets and the related consolidated statements of income, members’ equity and cash flows for such Fiscal Year, (ii) the unaudited financial statements of each of the Cohocton Holding Company and the Stetson I Project Company for the 2008 Fiscal Year, consisting of balance sheets and the related statements of income, members’ equity and cash flows for such Fiscal Year and (iii) the unaudited financial statements of New York Wind II and its Consolidated Subsidiaries, the Cohocton Holding Company and the Stetson I Project Company for the Fiscal Quarter ended March 31, 2009, each consisting of a balance sheet and the related statements of income, members’ equity and cash flows for the three month period ending on such date, (b) as of the Subsequent Closing Date, the unaudited financial statements of the Steel Winds Project Company for the 2007 and 2008 Fiscal Years and the Fiscal Quarter ended March 31, 2009 and each other Fiscal Quarter of the Steel Winds Project

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Company for the 2009 Fiscal Year ending at least 60 days prior to the Subsequent Closing Date, consisting of balance sheets and the related statements of income, members’ equity and cash flows for such Fiscal Years and such Fiscal Quarter and (c) as of the Stetson II Effective Date, the unaudited financial statements of the Stetson Holding Company, Stetson I Project Company and Stetson II Project Company for the 2008 and 2009 Fiscal Years and each other Fiscal Quarter for the 2010 Fiscal Year ending at least 60 days prior to the Stetson II Effective Date consisting of balance sheets and the related statements of income, members’ equity and cash flows for such Fiscal Years and such Fiscal Quarters, in the case of all such financial statements delivered under clauses (a), (b) and (c), certified by a Financial Officer of the Person delivering such Financial Statements that they fairly present, in all material respects, the financial condition of such Person and, if applicable, its Consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject, in the case of unaudited financial statements, to changes resulting from audit and normal year end adjustments and the absence of footnotes.

“Holdings Lien Indebtedness” shall have the meaning set forth in the Intercreditor Agreement.

“HSHN” shall mean HSH Nordbank AG, New York Branch.

“HSHN Parent/Turbine Facilities” shall mean, collectively, (a) that certain Second Amended and Restated Guaranty, dated as of July 17, 2009, by Parent in favor of HSHN, (b) that certain Fourth Amended and Restated Promissory Note, dated as of July 17, 2009, between First Wind Acquisition, LLC and HSHN, (c) that certain Second Amended and Restated Promissory Note, dated as of July 17, 2009, between First Wind Acquisition IV, LLC and HSHN, and (d) that certain Letter of Credit and Reimbursement Agreement, dated as of July 17, 2009, between Parent and HSHN (each as amended, supplemented, amended and restated or otherwise modified from time to time).

“HSHN Stetson I Amendments” shall mean, collectively, (a) the Financing Agreement, dated as of the Initial Closing Date, by and among the Stetson I Project Company, HSHN, and the lenders party thereto and the Collateral Documents (as defined therein), and (b) the Termination and Release, dated as of the Initial Closing Date, by and among HSHN, the Stetson I Project Company and First Wind Acquisition, LLC.

“Indebtedness” of any Person shall mean, without duplication: (a) all indebtedness for borrowed money, (b) all earn-out and other obligations issued, undertaken or assumed as the deferred purchase price of Property or services (other than unsecured trade payables incurred in the Ordinary Course of Business and so long as such trade payables are payable within 90 days after the date the respective Property is delivered or services rendered and are not overdue), (c) the face amount of all letters of credit (and, without duplication, all drafts drawn and reimbursement obligations with respect thereto), acceptances, surety bonds and other similar instruments issued for the account of such Person, (d) all obligations evidenced by notes, bonds, debentures or similar instruments, (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to

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Property acquired by such Person, (f) all capital lease obligations, (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing products, (h) the liquidation value of all redeemable preferred Equity Interests, (i) all obligations under Hedging Agreements, (j) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above; and (k) all obligations of the kind referred to in clauses (a) through (j) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien upon Property owned by such Person, even though such Person has not assumed or become liable for the payment of such obligation. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“Indemnified Claim” shall have the meaning set forth in Section 13.2(c) hereof.

“Indemnified Liabilities” shall have the meaning set forth in Section 13.2(a) hereof.

“Indemnified Matters” shall have the meaning set forth in Section 13.2(b) hereof.

“Indemnified Person” shall have the meaning set forth in Section 13.2(a) hereof.

“Independent Engineer” shall mean Garrad Hassan Americas, Inc. or such other nationally recognized independent engineer reasonably acceptable to the Initial Lenders.

“Initial Closing Date” shall mean the date on which all conditions precedent set forth in Section 3.1 have been satisfied or waived in writing by the Initial Lenders.

“Initial Cohocton Major Indebtedness Prepayment Trigger” shall have the meaning set forth in the definition of “Cohocton Permitted Indebtedness”.

“Initial Lenders” shall mean, collectively, PIP3PX FirstWind Debt Ltd. and PIP3GV FirstWind Debt Ltd.

“Initial Power Hedging Documents” shall mean the following Hedging Agreements: (a) on and after the Initial Closing Date, (i) the ISDA Master Agreement, dated as of June 11, 2008, by and between the Stetson Holding Company and Constellation Energy Commodities Group, Inc., as amended by the Schedule to the 1992 ISDA Master Agreement and the Confirmation, dated as of June 11, 2008, (ii) the ISDA Master Agreement, dated as of August 21, 2007, by and between the Cohocton Holding Company and Credit Suisse Energy LLC, as amended by that certain First Amendment to ISDA Master Agreement, dated as of August 20, 2008, as further amended by that certain Second Amendment to ISDA Master Agreement, dated as of December 11, 2008, and as further amended by that certain Third Amendment to ISDA Master Agreement, dated as of March 27, 2009, as amended by the Schedule to the 1992 ISDA Master Agreement and the Confirmation, dated as of August 21, 2007, (b) on and after the Subsequent

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Closing Date, “Initial Power Hedging Documents” shall also include the Commodity Swap Confirmation, dated as of September 20, 2006, by and between the Steel Winds Project Company and Morgan Stanley Capital Group, Inc., and (c) on and after the Stetson II Effective Date, “Initial Power Hedging Documents” shall also include the Power Purchase Agreement, dated as of September 29, 2009, by and between the Stetson II Project Company and President and Fellows of Harvard College.

“Initial Stetson Major Indebtedness Prepayment Trigger” shall have the meaning set forth in the definition of “Stetson Permitted Indebtedness”.

“Initial Term Loan” shall have the meaning set forth in Section 2.1(a)(i)(A) hereof.

“Initial Term Loan Commitment” shall mean, as to any Initial Lender, the aggregate amount set forth opposite such Initial Lender’s name for the Initial Closing Date in Schedule 1.1. The aggregate Initial Term Loan Commitment of all Initial Lenders as of the Initial Closing Date is $100,000,000.

“Initial U.S. Taxes” shall have the meaning set forth in Section 4.5(i) hereof.

“Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of the Initial Closing Date, by and among the Collateral Agent and HSHN, as collateral agent for the holders of the Holdings Lien Indebtedness, and acknowledged by the Borrower, CSSW Parent and certain other Affiliates of the Borrower which shall be substantially in the form of Exhibit I attached hereto.

“Interest Election” shall have the meaning set forth in Section 2.4(a) hereof.

“Interest Payment Date” shall mean (a) the last Business Day of each June and December prior to the Maturity Date, and (b) the Maturity Date; provided that the initial Interest Payment Date shall occur in December 2009.

“Interest Rate” shall mean (a) with respect to Cash Interest, 12.0% per annum and (b) with respect to PIK Interest, 14.0% per annum.

“Investment” shall have the meaning set forth in Section 10.3 hereof.

“ITC Grant” shall mean a cash grant issued in respect of investment tax credits pursuant to The American Recovery and Reinvestment Act of 2009, as amended from time to time.

“Judgment” shall mean the final, non-appealable judgment, decree, award, order, writ or injunction of, or issued by, any Governmental Authority, on consent or otherwise.

“LC Conversion Indebtedness” shall mean Indebtedness consisting of reimbursement obligations with respect to letters of credit of the Borrower or its Subsidiaries that are converted into or otherwise paid with the proceeds of revolving or

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term Indebtedness or that otherwise remain due and unreimbursed after the due date thereof.

“LC Indebtedness” shall mean Indebtedness consisting of the available amount of letters of credit with respect to the Initial Power Hedging Documents, any Replacement IPH Document or any other Permitted Power Document for the sale of power, capacity and/or renewable energy credits, (a) prior to the Subsequent Closing Date, in an aggregate amount of up to $30,000,000 with respect to the Cohocton Project (including the Cohocton Companies) and the Stetson I Project (including the Stetson Companies), (b) on and after the Subsequent Closing Date until the Stetson II Effective Date, in an aggregate amount of up to $40,000,000 with respect to the Cohocton Project (including the Cohocton Companies), the Stetson I Project (including the Stetson Companies) and the Steel Winds Project (including the Steel Winds Companies) and (c) on and after the Stetson II Effective Date, in an aggregate amount of up to $45,000,000 with respect to the Cohocton Project (including the Cohocton Companies), the Stetson I Project and Stetson II Project (including the Stetson Companies) and the Steel Winds Project (including the Steel Winds Companies).

“Lehman Tax Equity Buyback” shall mean the repurchase of all of the Class B membership interests held by Lehman First Wind Holdings, LLC, a Delaware limited liability company, in New York Wind II, and the termination, satisfaction and release of all rights of Lehman First Wind Holdings, LLC, under the Lehman Tax Equity Financing Documents.

“Lehman Tax Equity Financing” shall mean any financing pursuant to the Lehman Tax Equity Financing Documents.

“Lehman Tax Equity Financing Documents” shall mean (a) that certain Agreement for Purchase of Membership Interests in UPC New York Wind 2, LLC, dated as of January 31, 2008, between Lehman First Wind Holdings, LLC and New York Wind III (the “Purchase Agreement”), and the Amended and Restated Limited Liability Agreement of New York Wind II, dated as of August 18, 2008, (b) that certain Guarantee, dated as of August 18, 2008, in favor of New York Wind III, pursuant to which Lehman Brothers Holdings Inc. guaranteed payment by Lehman First Wind Holdings LLC of all obligations of Lehman First Wind Holdings LLC owed to New York Wind III under the terms of the Purchase Agreement and (c) that certain Guarantee, dated as of August 18, 2008, in favor of Lehman First Wind Holdings LLC, pursuant to which First Wind Holdings, LLC guaranteed payment by New York Wind III of obligations of New York Wind III owed to Lehman First Wind Holdings LLC under the terms of the Purchase Agreement.

“Lenders” shall mean the Initial Lenders and any other Person who becomes a Successor Lender hereunder in accordance with the terms of Section 13.11 hereof, and their respective successors.

“Lien” shall mean, with respect to any Property of any Person, any mortgage, pledge, security interest, encumbrance, deposit arrangement, hypothecation, lien

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(statutory or otherwise), charge or other security interest or any preference, proxy or other security agreement or preferential arrangement of any kind or nature whatsoever (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof), or any other arrangement pursuant to which title to the property is retained by or vested in some other Person for security purposes.

“Loan Documents” shall mean this Agreement, the Term Notes, the Security Documents, the Undertaking Agreement, the Intercreditor Agreement, the First Amendment, Consent and Waiver and any other present or future agreement from time to time entered into among CSSW Parent, the Borrower, the Administrative Agent, the Collateral Agent and/or the Lenders in connection with the above-described documents (excluding for the avoidance of doubt, the Holdings Loan Documents (as defined in the Intercreditor Agreement)).

“Loss Proceeds” shall mean (a) all amounts and proceeds (including instruments), condemnation awards or other compensation awards, damages and other payments or relief (including compensation payable in connection with a Taking) and received by CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries in respect of any Event of Loss and (b) all amounts and proceeds (including instruments) received by CSSW Parent, the Borrower or the Borrower’s Subsidiaries in respect of any insurance policy maintained by CSSW Parent, the Borrower or the Borrower’s Subsidiaries, except for any proceeds from any business interruption insurance policies maintained by CSSW Parent, the Borrower or the Borrower’s Subsidiaries.

“Losses” shall have the meaning set forth in Section 13.2(b) hereof.

“Major Project Indebtedness” shall mean Indebtedness the proceeds of which are used to finance, or refinance, replace, refund, extend or are offered in exchange for any Indebtedness that had been previously incurred to finance, the development, turbine or other asset acquisition or construction costs for or operation of a Project, including (a) the Cohocton Mini-Perm Financing, (b) from the Initial Closing Date until the Stetson II Effective Date, the Stetson I Existing Financing, (c) on and after the Stetson II Effective Date, the Stetson Portfolio Financing and (d) any Permitted Project Indebtedness in respect thereof, other than (x) LC Indebtedness and (y) Other Permitted Indebtedness.

“Major Project Indebtedness Approval” shall mean the receipt by the Borrower or one of its Subsidiaries of the waiver, consent, approval and/or agreement, as applicable, of the agent and/or lenders required to permit the matter in question under the terms of the applicable Major Project Indebtedness Documents.

“Major Project Indebtedness Documents” shall mean any and all documents, agreements, instruments and letters evidencing, or providing security for, Major Project Indebtedness permitted hereunder.

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“Majority Lenders” shall mean, at any time, the Lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loans (including any PIK Interest added to the principal amount of Term Loans).

“Margin Stock” shall mean, margin stock within the meaning of Regulation U and Regulation X.

“Material Additional Project Document” shall mean any Additional Project Document (excluding, for the avoidance of doubt, any Project Document set forth on Schedule 3.1(d), Schedule 3.2(d) or Schedule 3.3(f) and replacements thereof, which are “Material Project Documents”) (a) entered into by the Borrower or any of its Subsidiaries after (i) with respect to the Cohocton Project or the Stetson I Project, the Initial Closing Date, (ii) with respect to the Steel Winds Project, the Subsequent Closing Date and (iii) with respect to the Stetson II Project, the Stetson II Effective Date and (b) that is (i) a Material Power Document or (ii) if not covered by the foregoing clause (i), (A) the absence of which Additional Project Document could reasonably be expected to result in a Material Adverse Effect or (B) that contains terms which could reasonably be expected to result in a twenty percent (20%) or larger reduction in Borrower Net Revenues calculated in the aggregate for all Material Additional Project Documents in any Fiscal Year (including, in any case, any such agreement that replaces an existing Material Additional Project Document in accordance with Section 11.1(j)).

“Material Adverse Effect” shall mean a material and adverse effect on (a) the business, Property, operations, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole or (b) the ability of CSSW Parent or the Borrower to perform its obligations under the Loan Documents, (c) the legality, validity or enforceability of any material provision of any of the Loan Documents or (d) the ability of the Agents or the Lenders to enforce the rights and remedies of the Secured Parties under the Loan Documents.

“Material Power Document” shall mean any Permitted Power Document with (a) a minimum committed transaction term of two (2) years (excluding the term of any master agreements or other agreements under which no sale or hedging commitment exists) and (b) covering ten percent (10%) or more of the aggregate capacity (measured in MWhs) with respect to either the Cohocton Project or the Stetson I Project or twenty percent (20%) or more of the aggregate capacity (measured in MWhs) with respect to the Stetson II Project, individually; provided that none of the following shall be considered a Material Power Document under this Agreement: (i) any power transmission agreement or (ii) any renewable energy credit or other environmental attributes sale or purchase agreement.

“Material Project Documents” shall mean the following agreements: (a) on and after the Initial Closing Date, each of the agreements listed on Schedule 3.1(d) and any Replacement IPH Document and any replacement of any of the other agreements set forth on such Schedule in accordance with Section 11.1(j), (b) on and after the Subsequent Closing Date, in addition to the agreements set forth in clause (a), each of the agreements listed on Schedule 3.2(d) and any Replacement IPH Document and any

27

replacement of any of the other agreements set forth on such Schedule in accordance with Section 11.1(j), (c) on and after the Stetson II Effective Date, in addition to the agreements set forth in clauses (a) and (b), each of the agreements listed on Schedule 3.3(f) and any Replacement IPH Document and any replacement of any of the other agreements set forth on such Schedule in accordance with Section 11.1(j) and (d) any Material Additional Project Document (and any replacement of the foregoing).

“Maturity Date” shall mean January 17, 2018.

“Moody’s” shall mean Moody’s Investors Services, Inc.

“Multiemployer Plan” shall mean any ERISA Plan that is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA).

“Net Cash Proceeds” shall mean:

(a)           with respect to the issuance or incurrence of any Indebtedness or any Qualified Tax Equity Financing, the aggregate cash proceeds actually received by CSSW Parent, the Borrower, or any of the Borrower’s Subsidiaries pursuant to such Indebtedness or Qualified Tax Equity Financing, net of (i) the transaction costs actually incurred in connection with the incurrence or issuance of such Indebtedness or Qualified Tax Equity Financing (including any sales or underwriter’s commission, investment banker’s commission or fees, attorneys’ fees and expenses and other customary fees and expenses), and (ii) to the extent actually funded with the proceeds of such incurrence or issuance of Indebtedness or Qualified Tax Equity Financing, subject to compliance with Section 9.17, the Debt-Funded Reserve Amounts; and

(b)           with respect to any ITC Grant, the aggregate cash proceeds actually received by the Borrower or its Subsidiaries pursuant to such ITC Grant, net of the costs relating to the application, pursuit and collection of such ITC Grant (including any attorneys’ fees and expenses actually incurred in connection therewith).

“Net Remaining Loss Proceeds” shall mean an amount equal to: (a) any Loss Proceeds minus (b) (i) reasonable and documented expenses incurred by CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries in connection with the adjustment, settlement or litigation of any claims of CSSW Parent, the Borrower or such Subsidiary in respect thereof and (ii) any reasonable and documented expenses incurred or expected to be incurred in connection with any sale or transfer of property being conducted pursuant to an Event of Eminent Domain, including income or transfer taxes payable as a result of any gain recognized in connection therewith.

“New Cohocton Holding Company” shall mean CSSW Cohocton Holdings, LLC, a Delaware limited liability company.

“New York Wind II” shall mean New York Wind II, LLC, a Delaware limited liability company.

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“New York Wind III” shall mean New York Wind III, LLC, a Delaware limited liability company.

“Nominee Agreement” shall mean the Nominee Agreement, dated as of August 18, 2008, among the Cohocton Project Companies, Prattsburgh, the Cohocton Holding Company, and New York Wind III, and acknowledged by New York Wind II and Lehman First Wind Holdings, LLC, a Delaware limited liability company, as in effect on the Initial Closing Date.

“Non Consenting Lender” shall have the meaning set forth in Section 2.7 hereof.

“Non-Excluded Taxes” shall mean Taxes other than Excluded Taxes and Other Taxes.

“Non-Financing O&M Reserve” shall have the meaning set forth in the definition of “Reserve Amounts”.

“Non hedged Term” shall have the meaning set forth in Section 9.14 hereof.

“Notice of Borrowing” shall have the meaning set forth in Section 2.2 hereof.

“Notice Office” shall have the meaning set forth in Section 13.3 hereof.

“O&M Costs” shall mean, collectively, without duplication, whether paid directly or indirectly by or on behalf of the Borrower and its Subsidiaries (a) costs of administering the Projects, (b) costs of operating and maintaining the Projects paid or payable by any Subsidiary of the Borrower, (c) direct operating and maintenance costs of the Projects and any Capital Expenditures made in connection with required maintenance of the Projects or required by Requirements of Law or Governmental Approvals with respect to the Projects or required by the terms of any Major Project Indebtedness Documents or Commodity Hedge/Power Sales Agreement with respect to the Projects, in each case paid or payable by any Subsidiary of the Borrower, (d) insurance premiums paid or payable in respect of the insurance maintained or to be maintained in respect of the Projects by any Subsidiary, (e) property, sales, value-added, excise, franchise and other similar taxes paid or payable by CSSW Parent, the Borrower or any Subsidiary of the Borrower (other than taxes imposed on or measured by income), (f) costs and fees paid or payable by any Subsidiary of the Borrower in connection with obtaining and maintaining in effect the Governmental Approvals required in connection with the Projects, (g) administrative, legal, accounting and other professional fees and fees and expenses incurred in the Ordinary Course of Business in connection with the Projects and CSSW Parent, the Borrower and the Subsidiaries of the Borrower paid or payable by any of the foregoing and (h) costs of operating and maintaining common facilities payable by any Subsidiary of the Borrower; provided that O&M Costs shall exclude any payments of principal, interest or other amounts on account of Indebtedness.

“Obligations” shall mean, collectively, (a) all present and future loans, advances, debts, obligations, Indebtedness and liabilities of CSSW Parent, the Borrower or any other Borrower Credit Party to the Lenders at any time of every kind, nature and

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description however arising, owed to any Secured Party of every kind and description under the Loan Documents (whether or not evidenced by any note or instrument and whether or not for the payment of money), whether direct or indirect, joint and/or several, absolute or contingent, matured or unmatured, now existing or hereafter arising, contractual or tortious, liquidated or unliquidated, including, without limitation, all interest (including PIK Interest), fees, charges, expenses, reimbursements, indemnities and/or amounts paid or advanced by the Secured Parties to, on behalf of, or for the benefit of, any such Person pursuant to the Loan Documents, obligations of performance as well as obligations of payment, and all interest, fees and other amounts that accrue after the commencement of any proceeding under any Debtor Relief Law by or against any such Person or its property, whether or not post-filing interest, fees or other amounts are allowed in such proceeding, (b) any and all sums advanced by any Secured Party in order to preserve the Collateral or to preserve the Liens as provided in the Security Documents; and (c) in the event of any Enforcement Action, the reasonable and properly documented expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent and/or the Secured Parties of their rights under the Security Documents, together with reasonable attorneys’ fees and court costs.

“OID” shall have the meaning set forth in the definition of “Yield”.

“Operator” shall mean First Wind O&M, LLC, a Delaware limited liability company, or any other Operator appointed in accordance with Section 10.14 hereof.

“Ordinary Course of Business” shall mean, in respect of any Person, the ordinary course operation of such Person’s business undertaken in good faith and not for purposes of evading any provision of any Loan Document or material Requirement of Law.

“Organizational Documents” shall mean (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of designation or other instrument relating to the rights of preferred shareholders or stockholders of such corporation, any shareholder rights agreement and all applicable resolutions of the board of directors (or any committee thereof) of such corporation, (b) for any partnership, the partnership agreement and, if applicable, the certificate of limited partnership, and (c) for any limited liability company, the operating agreement and articles or certificate of formation or organization and all applicable resolutions of any managing member of such limited liability company.

“Original Credit Agreement” shall have the meaning set forth in the preamble hereof.

“Originating Lender” shall have the meaning set forth in Section 13.11(d) hereof.

“Other Permitted Indebtedness” with respect to a Person, shall mean:

(a)           in addition to Permitted Project Indebtedness, Indebtedness entered into in the Ordinary Course of Business, including guarantees, working capital facilities, capital leases, purchase money obligations, and other Indebtedness that

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does not constitute LC Indebtedness, the aggregate outstanding principal amount of which at any time does not exceed $8,000,000; provided that notwithstanding the foregoing, (i) the first $2,000,000 in LC Conversion Indebtedness shall be permitted under this clause (a) and shall not be counted towards the foregoing $8,000,000 limitation, (ii) the amount of LC Conversion Indebtedness that exceeds $2,000,000 shall be permitted under this clause (a) but any such excess that is outstanding more than sixty (60) days since its incurrence shall be counted towards the foregoing $8,000,000 limitation, (iii) any excess LC Conversion Indebtedness above such $8,000,000 limitation shall be deemed Major Project Indebtedness subject to the Cohocton Major Indebtedness Prepayment Trigger or the Stetson Major Project Indebtedness Prepayment Trigger or Indebtedness of Steel Winds under clause (1) of the definition of Steel Winds Permitted Debt, as applicable and (iv) prior to the Subsequent Closing Date, New York Wind III shall be permitted to be an obligor or guarantor under the Steel Winds Letters of Credit and the aggregate stated amount of such Steel Winds Letters of Credit shall be counted towards the $8,000,000 limitation set forth in clause (i);

(b)           Indebtedness set forth on Schedule 10.1 and any Refinancing Indebtedness in respect thereto (without increasing the principal amount thereof);

(c)           Indebtedness which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations incurred in the Ordinary Course of Business;

(d)           Indebtedness in respect of netting services, overdraft protections and similar services, in each case in connection with deposit accounts;

(e)           Hedging Agreements entered into in accordance with Section 10.17 and Sections 9.14, 10.11 or 11.1(j) hereof;

(f)            Guaranties by (i) any Cohocton Company of any Indebtedness of any other Cohocton Company, (ii) any Stetson Company of any Indebtedness of any other Stetson Company or guaranties by a Subsidiary of the Stetson Intermediate Holding Company of Indebtedness of the Stetson Intermediate Holding Company, the Stetson Holding Company or any other of its Subsidiaries and (iii) any Steel Winds Company of any Indebtedness of any other Steel Winds Company, in each case in respect of any other Permitted Indebtedness; provided that if the Indebtedness that is being guaranteed is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(g)           intercompany Indebtedness owing by (i) any Subsidiary of the Borrower to the Borrower (to the extent permitted by Section 10.3), (ii) any Cohocton Company to any other Cohocton Company, (iii) any Stetson Company to any other Stetson Company and (iv) any Steel Winds Company to any other Steel Winds Company; provided that such Indebtedness shall be unsecured (it being understood that this proviso does not restrict the ability to pledge the right

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to receive payments under such Indebtedness to the lenders under any Stetson Permitted Project Indebtedness) and (if such Subsidiary of the Borrower is a Borrower Credit Party) subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent; and

(h)           Indebtedness incurred in connection with the Holdings Lien Indebtedness and secured by a second-priority Lien upon Property of the Obligors (as defined in the Intercreditor Agreement); provided that none of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries have assumed or become liable for such Indebtedness and that the exposure of the Borrower and its Subsidiaries thereunder is limited to the grant by the Borrower and its Subsidiaries of second-priority Liens in connection therewith as contemplated by the Intercreditor Agreement and subject to the terms of the Intercreditor Agreement.

“Other Taxes” shall have the meaning set forth in Section 4.5(c) hereof.

“Overflow Reserve” shall have the meaning set forth in the definition of “Reserve Amounts”.

“Parent” shall mean First Wind Holdings, LLC, a Delaware limited liability company.

“Participant” shall have the meaning set forth in Section 13.11(d) hereof.

“Participation Register” shall have the meaning set forth in Section 13.11(g) hereof.

“Payment Office” shall mean the office of the Administrative Agent or the Collateral Agent, as applicable, designated in writing from time to time as such to each of the other parties hereto.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, and any successor thereto.

“Pension Plan” shall mean any Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and in respect of which any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any ERISA Affiliate is (or, if such Plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Permit” shall mean any approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right, registration, filing, or license of, with or from a Governmental Authority.

“Permitted Disposition” shall have the meaning set forth in Section 10.4 hereof.

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“Permitted Distributions” shall have the meaning set forth in Section 10.7  hereof.

“Permitted Indebtedness” shall mean, collectively, Cohocton Permitted Indebtedness, Stetson Permitted Indebtedness and Steel Winds Permitted Indebtedness, and, in the case of CSSW Parent and the Borrower, the Obligations.

“Permitted Investments” shall mean any of the following:

(a)           direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b)           investments in commercial paper rated (on the date of acquisition thereof) A1+ or better and P1+ or better by S&P and Moody’s, respectively, maturing within ninety (90) days after the date of acquisition thereof;

(c)           investments in certificates of deposit, banker’s acceptances and time deposits maturing within ninety (90) days from the date of acquisition thereof issued or guaranteed by or placed with any Lender or any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000  and whose outstanding senior long-term  unsecured  indebtedness is rated (on the date of acquisition thereof) A or better and A2 or better by S&P and Moody’s, respectively;

(d)           investments in money market funds rated “AA” or better by S&P and “Aa” or better by Moody’s;

(e)           collateralized repurchase agreements with a term of not more than thirty (30) days after the acquisition thereof for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(f)            securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or any political subdivision or taxing authority thereof, and rated at least A by S&P and A2 by Moody’s;

(g)           Investments outstanding on the Initial Closing Date and identified in Schedule 10.3;

(h)           Contingent Obligations constituting Permitted Indebtedness and identified in Schedule 10.3;

(i)            indemnities made in the Loan Documents or in any Major Project Indebtedness Documents;

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(j)            Investments by CSSW Parent in the Borrower and Investments by the Borrower (i) in wholly-owned domestic Subsidiaries in existence on the Stetson II Effective Date and in Persons that, following such Investments, are wholly-owned domestic Subsidiaries of the Borrower; provided that, other than for the purpose of paying any O&M Costs, the source of such Investments is solely from the proceeds of capital contributed to the Borrower by the Parent and not Excess Cash or other amounts held or otherwise distributed to the Borrower by its Subsidiaries; and provided, further, that any such Investments, other than for those made for the purpose of paying O&M Costs, shall be made in the form of loans by the Borrower and documented in the form of an intercompany note which shall be pledged as Collateral to secure the Obligations, (ii) that are contemplated by the Stetson Transmission Line Reorganization and (iii) in Prattsburgh in connection with the Unwind of Prattsburgh; provided that the source of such Investments is solely from the proceeds of capital contributed to the Borrower (through CSSW Parent) by the Parent and not Excess Cash or other amounts held or otherwise distributed to the Borrower by its Subsidiaries;

(k)           Investments consisting of Hedging Agreements permitted to be incurred pursuant to Section 10.1;

(l)            advances, loans or extensions of credit by CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries to officers, directors, employees and agents of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries (i) in the Ordinary Course of Business for travel, entertainment or relocation expenses not to exceed the aggregate amount existing on the date hereof or otherwise not to exceed $300,000  in the aggregate at any one time outstanding and (ii) relating to indemnification or reimbursement of such officers, directors, employees and agents in respect of liabilities relating to their service in such capacities;

(m)          Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and supplier arising in the Ordinary Course of Business;

(n)           accounts, chattel paper and notes receivable arising from the sale or lease of goods or the performance of services in the Ordinary Course of Business;

(o)           Capital Expenditures using Loss Proceeds as permitted by this Agreement or that constitute O&M Costs;

(p)           acquisitions of assets in the Ordinary Course of Business reasonably required in connection with the operation of the Projects;

(q)           deposits in the Ordinary Course of Business to secure the performance of operating leases and payment of utility contracts;

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(r)            other Investments not permitted under the foregoing clauses (a) through (q) in an aggregate amount at any time outstanding not to exceed $500,000;

(s)           Investments that were Cash Equivalents when made;

(t)            Without limitation of the foregoing clauses (a) through (s), Investments by the obligor with respect to Major Project Indebtedness that are explicitly permitted or required by the terms of such Major Project Indebtedness, in an aggregate amount at any time outstanding not to exceed $500,000; and

(u)           any other Investments approved by the Majority Lenders.

“Permitted Liens” shall mean any of the following: (a) any Liens created pursuant to (i) the Loan Documents, (ii) Hedging Agreements (other than Commodity Hedge/Power Sales Agreements) permitted pursuant to Section 10.1 hereof in respect of interest rate exposure related to Major Project Indebtedness, and (iii) the terms of any Permitted Project Indebtedness; (b) Liens imposed by law for taxes that are not yet due or that are the subject to a Good Faith Contest or for which security for such Lien has otherwise been provided in accordance with GAAP; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by Requirements of Law, arising in the Ordinary Course of Business and securing obligations that are not overdue by more than ninety (90) days (or such longer period that is permitted by the terms thereof) and that in the aggregate could not reasonably be expected to have a Material Adverse Effect or that are the subject of a Good Faith Contest or for which security for such Liens has otherwise been provided in accordance with GAAP or in the form of a bond; (d) pledges and deposits made in the Ordinary Course of Business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (e) cash deposits (including letters of credit) to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the Ordinary Course of Business; (f) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (g) easements, rights-of-way, restrictions, defects or other exceptions to title or other similar encumbrances incurred in the Ordinary Course of Business and that are not incurred to secure Indebtedness and that do not and could not reasonably be expected to have a Material Adverse Effect; (h) any Liens, easements, zoning restrictions, rights-of-way or similar encumbrances on real property comprising the route for transmission; (i) Liens arising out of Judgments or awards that do not otherwise constitute an Event of Default; (j) purported Liens evidenced by the filing of precautionary UCC financing statements relating to operating leases of personal property entered into in the Ordinary Course of Business or permitted by this Agreement; (k) Liens created pursuant to PILOT Agreements and the Cohocton Host Community Agreement; (l) Liens created on customary terms and in the Ordinary Course of Business under the terms of any Permitted Power Document that secure obligations thereunder; (m) Liens set forth on Schedule 10.2; and (n) Liens on the Collateral securing the

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Holdings Lien Indebtedness that are subordinated in accordance with the terms of the Intercreditor Agreement.

“Permitted Power Counterparty” shall mean, with respect to a Permitted Power Document or Replacement IPH Document, the counterparty under such Permitted Power Document or Replacement IPH Document whose credit rating in respect of its long-term senior unsecured (and non-credit enhanced) Indebtedness is at least BBB- from S&P and Baa3 from Moody’s or if such counterparty is not so rated, but its obligations under the applicable Permitted Power Document or Replacement IPH Document are irrevocably and unconditionally guaranteed by another Person, such guarantor’s senior unsecured (and non-credit enhanced) Indebtedness shall be so rated (it is understood that each counterparty to an Initial Power Hedging Document existing on the Initial Closing Date, the Subsequent Closing Date and the Stetson II Effective Date, shall, for purposes of such agreement only, be deemed to be a Permitted Power Counterparty).

“Permitted Power Document” shall mean any Commodity Hedge/Power Sales Agreement (whether financial or physical) entered into by any Subsidiary of the Borrower after the Initial Closing Date where (i) such Commodity Hedge/Power Sales Agreement is entered into in the Ordinary Course of Business and is not for speculative purposes and (ii) if such Commodity Hedge/Power Sales Agreement is also a Hedging Agreement, (A) the purpose of which is to protect such Subsidiary against fluctuations in energy or power prices and/or capacities and (B) which is structured such that the counterparty’s credit exposure and actual or projected mark-to-market exposure to such Subsidiary is positively correlated with energy and power prices and/or capacities.

“Permitted Project Indebtedness” shall mean the Indebtedness permitted pursuant to (a) clauses (1), (2) and (3) of the definitions of Cohocton Permitted Indebtedness and Stetson Permitted Indebtedness and (b) clauses (1) and (2) of the definition of Steel Winds Permitted Indebtedness.

“Person” shall mean an individual, corporation, partnership, limited liability company, joint venture, association, estate, joint stock company, trust, organization, business or other enterprises or organization, or a government or agency, instrumentality or political subdivision thereof.

“PIK Interest” shall have the meaning set forth in Section 2.4(a) hereof.

“PILOT Agreements” shall mean the Payment In-Lieu-of-Tax Agreements, dated as of February 1, 2008, by and between Steuben County Industrial Development Agency and each of the Cohocton Project Companies.

“Plan” shall mean any employee pension benefit plan (as defined in Section 3(2) of ERISA) in respect of which any of CSSW Parent, the Borrower or the Borrower’s Subsidiaries or any ERISA Affiliate is (or, if such Plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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“Prattsburgh” shall mean Windfarm Prattsburgh, L.L.C., a Delaware limited liability company.

“Premium Cap” shall mean, as applicable, (a) an amount of prepayment or redemption premium or other prepayment penalties of four percent (4%) or (b) a default interest rate of two percent (2%) above the applicable interest rate thereunder in the absence of a default.

“Pro Forma Financial Statements” shall mean the pro forma unaudited balance sheet and income statement of the Borrower and its Consolidated Subsidiaries (excluding Prattsburgh) delivered in connection with each Closing Date as of, and for, the most recent Fiscal Quarter ended, at least 60 days prior to each such Closing Date.

“Prohibited Transaction” shall have the meaning assigned to such term in Section 406 of ERISA and Section 4975(f)(3) of the Code.

“Project Companies” shall mean, collectively, (a) the Cohocton Project Companies, (b) the Stetson I Project Company, (c) after the Subsequent Closing Date, the Steel Winds Project Company and (d) after the Stetson II Effective Date, the Stetson II Project Company.

“Project Document” shall mean any contract, agreement or document relating to the ownership, development, construction, testing, operation, maintenance, repair, insurance, management, administration or use of any of the Projects, or the business of the Subsidiaries of the Borrower entered into by any such Subsidiary of the Borrower with any other Person, but excluding the Loan Documents, the Organizational Documents and any agreement in respect of Indebtedness; provided that before the Subsequent Closing Date, no contract, agreement or document with respect to the Steel Winds Project shall be considered a Project Document hereunder; provided, further that before the Stetson II Effective Date, no contract, agreement or document with respect to the Stetson II Project shall be considered a Project Document hereunder.

“Project Document Claim” shall mean any claim in respect of the Project Documents, including any warranty or liquidated damage claim.

“Project Lender” shall mean any lender under the Major Project Indebtedness Documents or any other holder of any Major Project Indebtedness.

“Project O&M Agreement” shall mean, collectively, (a) that certain Project O&M Agreement, dated as of December 30, 2008, by and between First Wind O&M, LLC and the Cohocton Project Companies, as amended by Amendment No. 1 to Project O&M Agreement, dated as of March 19, 2009, (b) that certain Project O&M Agreement, dated as of November 17, 2008, by and between First Wind O&M, LLC and the Stetson I Project Company, (c) after the Subsequent Closing Date, that certain Project O&M Agreement, dated as of September 1, 2006, by and between First Wind O&M, LLC, as successor-in-interest to UPC New York Wind O&M, LLC, and Steel Winds Project, LLC and (d) after the Stetson II Effective Date, that certain Project O&M Agreement, dated as

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of the Stetson II Effective Date, by and between the Stetson II Project Company and First Wind O&M, LLC.

“Project Participants” shall mean any party (other than CSSW Parent, the Borrower, the Subsidiaries of the Borrower and the Secured Parties) to a Project Document.

“Project Revenues” shall mean, for any period, without duplication, the aggregate of all cash revenues received by the Borrower and its Subsidiaries during such period, including revenues comprised of (a) payments made to such Persons pursuant to the Initial Power Hedging Documents, any Replacement IPH Documents, any Permitted Power Documents or otherwise in connection with the sale of energy, capacity, ancillary services and environmental attributes (including renewable energy credits) from the Projects, (b) all proceeds received by the Borrower and its Subsidiaries in respect of Project Document Claims, (c) the proceeds of any business interruption insurance received by the Borrower and its Subsidiaries and (d) all interest and other income received by the Borrower and its Subsidiaries; provided that Project Revenues shall exclude, to the extent included, Loss Proceeds and Net Cash Proceeds from issuances and incurrences of Indebtedness or any Qualified Tax Equity Financing and Net Cash Proceeds of any ITC Grant or proceeds of any Equity Contribution.

“Projects” shall mean, collectively, (a) the Cohocton Project, (b) the Stetson I Project, (c) after the Subsequent Closing Date, the Steel Winds Project and (d) after the Stetson II Effective Date, the Stetson II Project.

“Property” shall mean any property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, and any right or interest therein.

“Prudent Utility Practice” with respect to a Project shall have the meaning set forth in the related Project O&M Agreement as such Project O&M Agreement is in effect on the date hereof.

“PTC Benefits” means federal tax credits, federal tax attributes, and other federal tax benefits under Section 45 of the Code arising from the ownership and operation of a Project.

“PUHCA 2005” shall have the meaning set forth in Section 5.21(a) hereof.

“QF” shall have the meaning set forth in Section 5.21(a) hereof.

“Qualified Tax Equity Financing” shall mean a sale of the right to claim PTC Benefits for cash up front.

“Refinancing Indebtedness” shall mean, with respect to any Indebtedness (the “Refinanced Indebtedness”), any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, replace or refund (collectively to “Refinance” or a “Refinancing” or “Refinanced”), such Refinanced Indebtedness (or previous refinancing thereof constituting Refinancing Indebtedness); provided that (A) all Net Cash Proceeds

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of Excess Permitted Project Indebtedness shall be applied to the prepayment of the Term Loans as required by Section 4.1(b), and (B) the terms and conditions of any such Refinancing Indebtedness do not require any mandatory premiums or penalties in excess of the Premium Cap.

“Register” shall have the meaning set forth in Section 12.10 hereof.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve system (or any successor).

“Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve system (or any successor).

“Reinvestment Decision Date” shall mean, with respect to the Borrower’s or one of its Subsidiary’s receipt of any Loss Proceeds, the date that is twenty (20) days after receipt of such Loss Proceeds.

“Reinvestment Deferred Amount” shall mean, with respect to any Reinvestment Event, the aggregate Net Remaining Loss Proceeds that are not applied to prepay the Term Loans as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” shall mean any event in respect of which the Borrower has received Loss Proceeds and has delivered a Reinvestment Notice.

“Reinvestment Notice” shall mean a written notice executed by an Authorized Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Loss Proceeds to make an Eligible Reinvestment.

“Reinvestment Prepayment Amount” shall mean, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to make an Eligible Reinvestment or to prepay Major Project Indebtedness.

“Reinvestment Prepayment Date” shall mean, with respect to any Reinvestment Event, the earlier of (a) the later of (x) the date occurring twelve (12) months after such Reinvestment Decision Date and (y) the period, if any, provided in the applicable Major Project Indebtedness Documents for the reinvestment of Loss Proceeds and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, make Eligible Reinvestments with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Fund” shall mean any Person that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) any entity or Affiliate of any entity that administers or manages a Lender.

“Replacement IPH Document” shall have the meaning set forth in Section 11.1(j) hereof.

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“Reportable Event” shall mean any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Pension Plan.

“Requirement of Law” shall mean, as to any Person, (a) any law (including common law), statute, treaty, rule, ordinance, Judgment, Permit, concession, grant, franchise, license or other restriction or regulation or determination of an arbitrator or a court or other Governmental Authority, and (b) any directive, requirement or any decision or determination by any Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject and whether nor or hereafter in effect.

“Reserve Amounts” shall mean, with respect to a Calculation Period: (a) the amounts required to be, and actually maintained in, any Debt Service Account (funded solely with Project Revenues and/or Equity Contributions and without duplication of payments made with Borrower Net Revenues), debt service reserve account(s), operations and maintenance reserve account(s), punch list reserve account(s) and any other reserve account(s) pursuant to Major Project Indebtedness Documents, (b) to the extent (i) no Major Project Indebtedness or Qualified Tax Equity Financing is outstanding with respect to a Project or (ii) the maintenance of an operation and maintenance reserve is not required for a Project under the terms of Major Project Indebtedness or Qualified Tax Equity Financings, a cash reserve for O&M Costs for such Project (the “Non-Financing O&M Reserve”), (c) a reserve funded solely with Project Revenues and/or Equity Contributions for Borrower Tax Distributions and without duplication of payments of Borrower Tax Distributions made with Borrower Net Revenues, payable during the next succeeding Calculation Period (the “Tax Distribution Reserve”), and (d) amounts and funded solely with Project Revenues and/or Equity Contributions being retained for the reasonably expected future cash needs of the Borrower and its Subsidiaries for the next succeeding six (6) months following the end of such Calculation Period (including cash reserves for settlement of capacity, energy or renewable energy credit sales but excluding the amounts held in any Distribution Reserve Account) and cash amounts delivered to third parties to satisfy collateral requirements of the Borrower and its Subsidiaries under Permitted Power Documents (the aggregate amount under this clause (d) shall be referred to as the “Overflow Reserve”). For the avoidance of doubt, Reserve Amounts to be funded solely with Project Revenues and/or Equity Contributions shall not be permitted to be Debt-Funded Reserve Amounts.

“Reserve Cap” shall mean, with respect to a Calculation Period, the sum of the following amounts:

(a)           with respect to Reserve Amounts described in clause (a) of the definition thereof, the Cohocton Reserve Line, Steel Winds Reserve Line and Stetson Reserve Line;

(b)           the Non-Financing O&M Reserve so long as the aggregate amount of such reserve does not exceed the budgeted O&M Costs for the next succeeding

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three (3) months following the end of such Calculation Period pursuant to the then-applicable annual budget delivered pursuant to Article 7 hereof (including any budget amendments deemed by the Borrower to be necessary in the exercise of its reasonable business judgment);

(c)           the Tax Distribution Reserve; and

(d)           the Overflow Reserve so long as the aggregate amount of such reserve (funded solely with Project Revenues and/or Equity Contributions) does not exceed (i) prior to the Subsequent Closing Date, $6,500,000 and (ii) on and after the Subsequent Closing Date, $7,000,000.

“Reserve Line” shall mean any of the Cohocton Reserve Line, the Stetson Reserve Line or the Steel Winds Reserve Line, as applicable.

“Returns” shall have the meaning set forth in Section 5.6 hereof.

“Second Cohocton Major Indebtedness Prepayment Trigger” shall have the meaning set forth in the definition of “Cohocton Permitted Indebtedness”.

“Second Lien Security Agreement” shall mean the Second Lien Guaranty and Security Agreement, dated as of the Initial Closing Date, by and among the Borrower, CSSW Parent, and HSHN, as collateral agent for the holders of Holdings Lien Indebtedness.

“Second Stetson Major Indebtedness Prepayment Trigger” shall have the meaning set forth in the definition of “Stetson Permitted Indebtedness”.

“Section 2.8 Lender” shall have the meaning set forth in Section 2.7 hereof.

“Secured Parties” shall mean, collectively, the Agents, the Lenders, the Indemnified Persons and any successors, endorsees, transferees and assignees of the foregoing.

“Security Documents” shall mean the First Lien Guarantee and Security Agreement, dated as of the Initial Closing Date (the “Guarantee and Security Agreement”) substantially in the form of Exhibit A, by CSSW Parent and the Borrower and, on or after the Subsequent Closing Date, to the extent grantors thereunder in accordance with the terms hereof and thereof, the Steel Winds Holding Company and the Steel Winds Project Company in favor of the Collateral Agent, any other security documents hereafter delivered to the Collateral Agent granting a Lien on any Property of CSSW Parent, the Borrower or the Steel Winds Companies to secure the Obligations, control agreements and all UCC financing statements and other filings, recordings and registrations required to be filed or made in respect of any such Security Document.

“Solvent” shall mean, when used with respect to any Person, that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person,

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contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition: (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. In calculating the amount of liabilities outstanding at any time, it is intended that any contingent liabilities will be included at the amount which, in light of all the facts and circumstances existing at such time, would reasonably be expected to become an actual or matured liability.

“S&P” shall mean Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Standstill Period” shall have the meaning set forth in Section 11.1(b) hereof.

“Steel Winds Companies” shall mean the Steel Winds Holding Company and the Steel Winds Project Company.

“Steel Winds Debt-Funded Reserve Amounts” shall mean the Reserve Amounts (other than Reserve Amounts that are permitted to be funded solely with Project Revenues and/or Equity Contributions) for the Steel Winds Project that have been funded with Indebtedness of the Steel Winds Project.

“Steel Winds Holding Company” shall mean New York Wind II.

“Steel Winds Letters of Credit” shall mean (i) that certain irrevocable Letter of Credit No. SB 000052 issued by HSHN as of April 17, 2007 with First Wind Acquisition (p/k/a UPC Wind Acquisition, LLC), as the Applicant, Morgan Stanley Capital Group Inc. as the Beneficiary and Niagara Wind Power, LLC, as the Seller, as amended, modified and supplement from time to time, in the amount of $3,000,000 and (ii) that certain irrevocable Letter of Credit No. SB 000119 issued by HSHN as of August 13, 2008 with First Wind Acquisition as the Applicant, Constellation Energy Commodities Group, Inc., as the Beneficiary and Niagara Wind Power, LLC, as amended, modified and supplement from time to time, in the amount of $500,000.

“Steel Winds Permitted Indebtedness” shall mean the following Indebtedness incurred by the Steel Winds Companies with respect to the Steel Winds Project:

1.             An unlimited amount of Indebtedness (including the Steel Winds Debt-Funded Reserve Amounts that are outstanding during any period, subject to

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compliance with Section 9.17 but exclusive of Indebtedness described in clauses (2) and (3) of this definition) so long as any mandatory prepayment applicable thereto has been made pursuant to Section 4.1(a) (“Steel Winds Permitted Project Indebtedness”);

2.             LC Indebtedness;

3.             Other Permitted Indebtedness; and

4.             the Obligations.

“Steel Winds Permitted Project Indebtedness” shall have the meaning set forth in the definition of “Steel Winds Permitted Indebtedness”.

“Steel Winds Project” shall mean the 20 MW wind powered electrical generating facility owned by the Steel Winds Project Company located in Lackawanna, New York.

“Steel Winds Project Company” shall mean Niagara Wind Power, LLC, a Delaware limited liability company.

“Steel Winds Project Company LLC Agreement” shall mean the Niagara Wind Power, LLC limited liability company agreement, dated September 1, 2006, as in effect on the Subsequent Closing Date.

“Steel Winds Reorganization” shall have the meaning set forth on Schedule 1 hereto.

“Steel Winds Reserve Line” shall mean the sum of (a) at the Borrower’s option, either (i) twelve months of interest reserves that are required to be, and actually are, held in reserve accounts (excluding Debt Service Accounts) pursuant to the applicable Major Project Indebtedness Documents or (ii) if repayment for such Major Project Indebtedness is on an amortization schedule of not less than 10 years, six months of principal, interest and other reserves that are required to be, and actually are, held in reserve accounts (excluding Debt Service Accounts) pursuant to applicable Major Project Indebtedness Documents, (b) an amount not to exceed $1,500,000 in the aggregate for any other non-debt service related reserves that are required to be, and actually are, held pursuant to applicable Major Project Indebtedness Documents, and (c) amounts funded solely with Project Revenues and/or Equity Contributions that are required to be, and actually are, held in a Debt Service Account.

“Stetson Companies” shall mean (a) prior to the Stetson II Effective Date, the Stetson Holding Company and the Stetson I Project Company and (b) on and after the Stetson II Effective Date, the Stetson Intermediate Holding Company, the Stetson Holding Company, the Stetson I Project Company and the Stetson II Project Company; provided that any Subsidiaries of the Stetson Holding Company and the Stetson I Project Company created or formed after the Initial Closing Date and of the Stetson Intermediate Holding Company and the Stetson II Project Company created or formed after the

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Stetson II Effective Date shall for all purposes of the Loan Documents be considered Stetson Companies.

“Stetson Debt-Funded Reserve Amounts” shall mean the Reserve Amounts (other than Reserve Amounts that are permitted to be funded solely with Project Revenues and/or Equity Contributions) for the Stetson I Project and the Stetson II Project that have been funded with Indebtedness of the Stetson I Project and the Stetson II Project, respectively.

“Stetson Holding Company” shall mean Stetson Holdings, LLC, a Delaware limited liability company.

“Stetson Prepayment” shall have the meaning assigned in Section 4.1(f).

“Stetson I Existing Financing” shall mean Indebtedness incurred by the Stetson I Project Company as reflected in the HSHN Stetson I Amendments.

“Stetson I Project” shall mean the 57 MW wind powered electrical generating facility owned by the Stetson I Project Company located in Washington County, Maine.

“Stetson I Project Company” shall mean Evergreen Wind Power V, LLC, a Delaware limited liability company.

“Stetson II COD” shall mean the date on which each of the following has occurred: (a) the Placed in Service Date (as defined in the Stetson Portfolio Financing Agreement as in effect on the date hereof), (b) “Commercial Operation Date” under that certain Power Purchase Agreement, dated as of September 29, 2009, by and between the Stetson II Project Company and President and Fellows of Harvard College, and (c) “Commercial Operation” under that certain Standard Large Generator Interconnection Agreement, dated August 14, 2009 and effective October 1, 2009, by and between the Stetson II Project Company, Evergreen Gen Lead, LLC, ISO New England, Inc. and Bangor Hydro-Electric Company.

“Stetson II Construction Budget” shall have the meaning assigned to “Construction Budget and Schedule” in the Stetson Portfolio Financing Agreement as in effect on the date hereof.

“Stetson II Construction Period” shall mean the period beginning on the Stetson II Effective Date and ending on the Stetson II Funding Date.

“Stetson II Effective Date” shall mean the date on which all conditions precedent set forth in Section 3.3 have been satisfied or waived in writing by the Initial Lenders.

“Stetson II Funding Date” shall mean the date on which all conditions precedent set forth in Section 3.4 have been satisfied or waived in writing by the Initial Lenders.

“Stetson II Outside Completion Date” shall mean December 31, 2010.

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“Stetson II Project” shall mean the 25.5 MW wind powered electrical generating facility to be constructed and owned by the Stetson II Project Company located in Washington County, Maine.

“Stetson II Project Company” shall mean Stetson Wind II, LLC, a Delaware limited liability company.

“Stetson II Project Document” shall mean any Project Document entered into with respect to the Stetson II Project.

“Stetson II Term Loan” shall have the meaning set forth in Section 2.1(a)(i)(C) hereof.

“Stetson II Term Loan Commitment” shall mean, as to any Initial Lender, the applicable amount set forth opposite such Initial Lender’s name for the Stetson II Funding Date in Schedule 1.1. The aggregate Stetson II Term Loan Commitment of all Initial Lenders is $15,000,000.

“Stetson II Term Loan Commitment Expiration Date” shall mean September 30, 2010 or if earlier, the date on which an Event of Default under the second proviso to Section 11.1(b) occurs.

“Stetson II Turbine Supply Agreement” shall mean that certain Contract for the Sale of Power Generation Equipment and Related Services, dated June 27, 2006, as amended by that UPC Notice No. 2007-GE-J3XU5-01, dated June 29, 2007, as amended by that External Change Order (ECO) No. 2, dated November 20, 2007, as amended by Amendment No. 1 to the Contract for the Sale of Power Generation Equipment and Related Services, dated November 27, 2007, as amended by External Change Order (ECO) No. 3, dated May 12, 2008, as amended by External Change Order (ECO) No. 4, dated September 17, 2008, as amended by Amendment No. 2 to the Contract for the Sale of Power Generation Equipment and Related Services, dated February 20, 2009, as amended by External Change Order (ECO) No. 5, dated June 1, 2009, as assigned to the Stetson II Project Company, pursuant to that certain Assignment and Assumption Agreement, dated as of the date hereof.

“Stetson Intermediate Holding Company” shall mean CSSW Stetson Holdings, LLC, a Delaware limited liability company.

“Stetson Major Indebtedness Prepayment Trigger” shall mean, as applicable, the Initial Stetson Major Indebtedness Prepayment Trigger or the Second Stetson Major Indebtedness Prepayment Trigger.

“Stetson Permitted Indebtedness” shall mean the following Indebtedness incurred by the Stetson Companies with respect to the Stetson I Project and/or the Stetson II Project:

1.             Major Project Indebtedness (which includes, as of the Initial Closing Date until the Stetson II Effective Date, the Stetson I Existing Financing and as of the Stetson

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II Effective Date, the Stetson Portfolio Financing) the aggregate principal amount of which does not exceed:

(a)           Until December 31, 2010, $91,000,000 plus subject to compliance with Section 9.17, the Stetson Debt-Funded Reserve Amounts that are outstanding during any period, adjusted as follows (such amount, the “Initial Stetson Major Indebtedness Prepayment Trigger”):

(i)            Upon the receipt by any Stetson Company of Net Cash Proceeds of any ITC Grant in respect of the Stetson I Project or the Stetson II Project, the Initial Stetson Major Indebtedness Prepayment Trigger shall be reduced by the amount of such Net Cash Proceeds, on a dollar for dollar basis, in an amount of reduction not to exceed in the aggregate $19,000,000; and

(ii)           With respect to any Refinancing Indebtedness, to the extent that the Yield on such Refinancing Indebtedness as of the applicable Yield Measurement Date exceeds the Yield Cap, the Initial Stetson Major Indebtedness Prepayment Trigger shall be reduced in increments of $1,666,667 for each full 50 basis points by which such Yield exceeds the Yield Cap.

(b)           On and after January 1, 2011, $72,000,000 plus, subject to compliance with Section 9.17, the Stetson Debt-Funded Reserve Amounts that are outstanding during any period, adjusted as follows (such amount, the “Second Stetson Major Indebtedness Prepayment Trigger”):

(i)            The Second Stetson Major Indebtedness Prepayment Trigger shall be reduced from time to time by any payments, repayments, prepayments and/or redemptions of principal made from time to time on and after January 1, 2011 in respect of such Major Project Indebtedness; provided, however, that payments, repayments, prepayments and/or redemptions of principal resulting from the incurrence of any Refinancing Indebtedness shall not cause any such reductions; and

(ii)           With respect to any Refinancing Indebtedness, to the extent that the Yield on such Refinancing Indebtedness as of the applicable Yield Measurement Date exceeds the Yield Cap, the Second Stetson Major Indebtedness Prepayment Trigger shall be reduced in increments of $1,666,667 for each full 50 basis points by which such Yield exceeds the Yield Cap.

2.             Excess Stetson Permitted Project Indebtedness so long as the mandatory prepayment applicable thereto has been made pursuant to Section 4.1(b);

3.             LC Indebtedness;

4.             Other Permitted Indebtedness; and

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5.             the Obligations.

“Stetson Portfolio Financing” shall mean the transactions contemplated in, collectively, (a) the Stetson Portfolio Financing Agreement (including the Indebtedness incurred pursuant thereto) and the Collateral Documents (as defined therein) and (b) the Termination and Release Agreement and Amendment, dated as of the Stetson II Effective Date by and among HSHN, the Stetson II Project Company, First Wind Maine Holdings, LLC and First Wind Acquisition, LLC.

“Stetson Portfolio Financing Agreement” shall mean that certain Financing Agreement, dated as of the Stetson II Effective Date, by and among the Stetson Holding Company, BNP Paribas, as Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders and Security Agent for the Secured Parties and Issuing Bank, HSHN, as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent, and the Lenders from time to time party thereto.

“Stetson Reorganization” shall have the meaning set forth on Schedule 3 hereto.

“Stetson Reserve Line” shall mean the sum of (a) at the Borrower’s option, either (i) twelve months of interest reserves that are required to be, and actually are, held in reserve accounts (excluding Debt Service Accounts) pursuant to the applicable Major Project Indebtedness Documents or (ii) if repayment for such Major Project Indebtedness is on an amortization schedule of not less than 9.5 years, six months of principal, interest and other reserves that are required to be, and actually are, held in reserve accounts (excluding Debt Service Accounts) pursuant to applicable Major Project Indebtedness Documents, (b) an amount not to exceed $4,500,000 in the aggregate for any other non-debt service related reserves that are required to be, and actually are, held pursuant to applicable Major Project Indebtedness Documents and (c) amounts funded solely with Project Revenues and/or Equity Contributions that are required to be, and actually are, held in a Debt Service Account.

“Stetson Transfer Conditions” shall have the meaning set forth on Schedule 2 hereto.

“Stetson Transmission Line Reorganization” shall mean the transfer or assignment of the transmission line and related rights and Property for the Stetson I Project, as described on Schedule 2 hereto.

“Subsequent Closing Date” shall mean the date on which all conditions precedent set forth in Section 3.2 have been satisfied or waived in writing by the Initial Lenders.

“Subsequent Term Loan” shall have the meaning set forth in Section 2.1(a)(i)(B) hereof.

“Subsequent Term Loan Commitment” shall mean, as to any Initial Lender, the applicable amount set forth opposite such Initial Lender’s name for the Subsequent Closing Date in Schedule 1.1. The aggregate Subsequent Term Loan Commitment of all Initial Lenders is $15,000,000.

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“Subsequent Term Loan Commitment Expiration Date” shall mean the date which is six months after the Initial Closing Date, or if such date is not a Business Day, the next succeeding Business Day.

“Subsidiary” shall mean, for any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. It is understood that, notwithstanding the foregoing, for purposes of this Agreement and the other Loan Documents, (a) Prattsburgh shall not be considered a Subsidiary of the Borrower or of any of its other Subsidiaries, (b) until the Subsequent Closing Date, the Steel Winds Project Company shall not be considered a Subsidiary of the Borrower or of any of its other Subsidiaries and (c) until the Stetson II Effective Date, the Stetson Intermediate Holding Company and the Stetson II Project Company shall not be considered a Subsidiary of the Borrower or any of its other Subsidiaries.

“Successor Lender” shall have the meaning set forth in Section 13.11 hereof.

“Taking” shall mean any circumstances or event, or circumstances or events, in consequence of which the Project or portion thereof shall be condemned, nationalized, seized, compulsorily acquired or otherwise expropriated by any Governmental Authority under power of eminent domain or otherwise. The term “Taken” shall have correlative meaning.

“Tax Distribution Reserve” shall have the meaning set forth in the definition of “Reserve Amounts”.

“Tax Equity Standstill Period” shall have the meaning set forth in Section 11.1(o) hereof.

“Taxes” shall have the meaning set forth in Section 4.5(a) hereof.

“Terminated Lender” shall have the meaning set forth in Section 2.7 hereof.

“Term Loans” shall mean, collectively, the Initial Term Loans, the Subsequent Term Loans and the Stetson II Term Loans, together with any PIK Interest added to the outstanding principal amount of such Term Loans on any Interest Payment Date pursuant to Section 2.4 hereof.

“Term Note” shall have the meaning set forth in Section 2.3(b) hereof.

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“Total Loss” shall mean, in relation to the Cohocton Project, the Stetson I Project or the Stetson II Project, any of the following, including as a result of a Taking, (a) the complete destruction of such Project, (b) the destruction of such Project such that there remains no substantial remnant thereof which a prudent owner desiring to restore such Project to its original condition would utilize as the basis of such restoration, (c) the destruction of such Project irretrievably beyond repair or (d) the destruction of such Project such that the insured may claim the whole amount of any insurance policy covering such Project upon abandoning such Project to the insurance underwriters therefor.

“Transaction Documents” shall mean, collectively the Loan Documents and the Project Documents.

“Undertaking Agreement” shall mean an agreement of the Parent substantially in the form of Exhibit H.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code, as in effect from time to time in any applicable jurisdiction.

“United States” and “U.S.” shall each mean the United States of America.

“Unwind” shall mean the continuing management of Prattsburgh’s rights, assets, obligations or liabilities for the purpose of selling, transferring or otherwise disposing of such rights and assets and/or the winding down of its business, which management may include (a) paying and discharging its taxes and other obligations as they become due, (b) maintaining or preserving its assets, Properties, licenses and Governmental Approvals, (c) performing, preserving, protecting and defending its rights and obligations whether under any agreements to which it is a party or otherwise existing or (d) taking any actions reasonably related thereto.

“USA PATRIOT Act” shall mean the United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) of 2001, as amended, and the related regulations promulgated thereunder from time to time in effect.

“Voting Stock” shall mean, with respect to any Person, Equity Interest the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of a contingency.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.

“Yield” shall mean the per annum interest rate applicable to any Major Project Indebtedness on the Yield Measurement Date or the Amendment Measurement Date, as applicable, with such interest rate being calculated by including in the determination thereof (a) any original issue discount (“OID”) (inclusive of fees, other than in the case of

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the Refinancing Indebtedness incurred in connection with the repayment of the Cohocton Mini-Perm Financing, the Stetson I Existing Financing and/or the Stetson Portfolio Financing) payable by the person incurring such indebtedness (with OID (and such fees, if applicable) being equated to interest based on four-year average life to maturity) and (b) to the extent that the interest rate applicable to such Major Project Indebtedness is determined by reference to a floating rate, the floating component shall be calculated by reference to the 3-month LIBOR Rate as set forth on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London time) two (2) Business Days prior to the Yield Measurement Date or the Amendment Measurement Date, as applicable, plus the interest rate margin applicable under the terms of such Major Project Indebtedness.

“Yield Cap” will be defined as Yield in excess of 9%.

“Yield Measurement Date” shall mean, with respect to any Major Project Indebtedness, the date of initial incurrence with respect to the applicable Major Project Indebtedness Documents (including the closing date with respect to any extension of maturity with respect to such Major Project Indebtedness), and shall explicitly exclude the date of any conversion of loans under the terms of such Major Project Indebtedness (such as a conversion from base rate to LIBOR) or any later borrowing of loans under the terms of Major Project Indebtedness (such as a drawing made under a revolving loan or a letter of credit facility), if such borrowing is subject to a different rate than that applied at the transaction closing date.

Section 1.2             Accounting Terms. All accounting terms used and not defined in this Agreement shall be construed in accordance with GAAP consistently applied and all computations and determinations as to financial matters, and all financial data required to be delivered hereunder, shall be made or prepared in accordance with such principles. With respect to the determination of compliance with any financial covenants contained herein, the relevant period for determination shall be the most recent quarterly or annual period, as applicable, for which the Borrower has submitted the financial statements required hereunder, which period shall then supersede any prior period.

Section 1.3             Interpretation, Etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or Exhibit, as the case may be, hereof unless otherwise specifically provided. Any reference to a document shall be deemed to include all exhibits, annexes, appendices and schedules thereto. The use herein of the word “include” or “including”, when following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms “asset” and “property” shall be construed to have the same meaning and effect and refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, securities, revenues, accounts, leasehold interests and contract rights. The words “hereof”, herein” and “hereunder”, and words of similar import,

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when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision of any Loan Document. The terms lease and license shall include any sublease and sub-license, as applicable. In the computation of a period of time from a specified date to a later date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. In addition, (a) references herein to agreements and other contractual instruments shall be deemed to include all subsequent amendments, modifications, supplements, changes and waivers to such instruments, but only to the extent that such amendments, modifications, supplements, changes and waivers are permitted or not prohibited by the terms of this Agreement or the affected agreement or contractual instruments, (b) references herein to Requirements of Law or Governmental Approvals are to be construed as including all statutory provisions consolidating, amending or replacing the Requirement of Law or Governmental Approval to which reference is made and all regulations promulgated pursuant to such Requirements of Law, (c) references herein to Persons include their respective permitted successors and permitted assigns and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities and (d) references to days shall refer to calendar days, unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively.

ARTICLE 2

THE CREDITS

Section 2.1             The Term Loans.

(a)           (i)            Subject to and upon the terms and conditions set forth herein, (A) the Initial Lenders agree to make loans (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”), to the Borrower on the Initial Closing Date in an amount equal to the Initial Term Loan Commitment, (B) on or prior to the Subsequent Term Loan Commitment Expiration Date, the Initial Lenders agree to make loans (each, a “Subsequent Term Loan” and, collectively, the “Subsequent Term Loans”) to the Borrower on the Subsequent Closing Date in an aggregate principal amount equal to the Subsequent Term Loan Commitment and (C) on or prior to the Stetson II Term Loan Commitment Expiration Date, the Initial Lenders agree to make loans (each, a “Stetson II Term Loan” and, collectively, the “Stetson II Term Loans”) to the Borrower on the Stetson II Funding Date in an aggregate principal amount equal to the Stetson II Term Loan Commitment. Each of the Borrower, CSSW Parent, the Initial Lenders and the Administrative Agent acknowledge that the Initial Term Loans and the Subsequent Term Loans have been made and that the Borrower has borrowed the full amount of the Initial Term Loan Commitment and the Subsequent Term Loan Commitment. If the Stetson II Funding Date has not occurred on or prior to the Stetson II Term Loan Commitment Expiration Date, the Stetson II Term Loan Commitment shall terminate in full on the Stetson II Term Loan Commitment Expiration Date. Any portion of the Stetson II Term Loan Commitment not borrowed on the Stetson II Funding Date shall automatically terminate on the Stetson II Funding Date.

(ii)               The Initial Term Loans were funded by each Initial Lender to the Borrower on the Initial Closing Date at a 17.40143093% discount; accordingly, the amount of Initial Term Loans funded by each Initial Lender to the Borrower on the Initial Closing Date

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was in an amount equal to 82.59856907%  of the stated principal amount of such Initial Term Loans.

(b)       The Term Loans are available only on the terms and conditions specified hereunder and once repaid, in whole or in part, at maturity or by prepayment, may not be reborrowed in whole or in part.

(c)       The Term Loans, including all PIK Interest, shall mature on the Maturity Date and shall be repaid in full by the Borrower by wire transfer of immediately available funds in Dollars for the account of the Lenders at the Payment Office of the Administrative Agent.

Section 2.2             Procedure for Borrowing. The Borrower shall give the Administrative Agent at least three (3) Business Days’ prior written notice at the Notice Office of each Closing Date, which notice (a “Notice of Borrowing”) shall be irrevocable and shall be given by the Borrower substantially in the form of Exhibit C hereto, appropriately completed to specify (a) the aggregate principal amount of the Term Loans to be made on such date and (b) the applicable Closing Date. Notwithstanding the foregoing, with respect to the initial borrowing of the Term Loan to occur on the Initial Closing Date, the Borrower shall be required to deliver a Notice of Borrowing on the Initial Closing Date. The Administrative Agent shall promptly forward to the Initial Lenders the Notice of Borrowing. Subject to the terms and conditions hereof, not later than 1:00 p.m. (New York City time) on the applicable Closing Date, the Initial Lenders will make available the aggregate amount of Term Loans requested to be made on the applicable Closing Date in Dollars and in immediately available funds either, as agreed by the Borrower and the Initial Lenders, at the Payment Office of the Administrative Agent or pursuant to a funds flow memorandum confirmed by the Borrower and the Initial Lenders. If applicable, the Administrative Agent shall credit the account of Borrower on the books of such Payment Office with the aggregate of the amounts made available to the Administrative Agent by the Initial Lenders in immediately available funds.

Section 2.3             Evidence of Obligations and Notes.

(a)           Each Lender will maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender as a result of the Term Loans of such Lender, including the amounts of principal, interest (including PIK Interest) and other amounts payable and paid to such Lender from time to time under this Agreement. The entries made by each Lender pursuant to the foregoing sentence shall constitute prima facie evidence of the existence and amounts of the Term Loans and other Obligations therein recorded; provided, however, that the failure of such Lender to maintain such account or accounts, or any error therein, shall not in any manner affect the obligations of the Borrower to repay or pay the Term Loans, accrued interest thereon (including PIK Interest) and the other Obligations of the Borrower to such Lender hereunder in accordance with the terms of this Agreement. Each Lender will advise the Borrower of the outstanding indebtedness hereunder to such Lender upon written request therefor.

(b)           At the request of each Lender, the Borrower’s obligation to pay the principal of, and interest on, the Term Loans shall be evidenced by a promissory note duly

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executed and delivered by the Borrower substantially in the form of Exhibit B hereto with blanks appropriately completed in conformity herewith (each, a “Term Note” and collectively, the “Term Notes”).

(c)           The Term Notes issued to each Lender shall (i) be payable to the order of such Lender, (ii) be dated the applicable Closing Date, (iii) be in a stated maximum principal amount equal to the Term Loans of such Lender plus any PIK Interest, (iv) mature on the Maturity Date, (v) bear interest as provided in this Agreement and (vi) be entitled to the benefits of this Agreement and the other Loan Documents.

(d)           Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will prior to any transfer of the Term Note endorse on the reverse side thereof the outstanding principal amount of Term Loans (including PIK Interest) evidenced thereby. Failure to make such notation shall not affect the Borrower’s obligations in respect of such Term Loans.

Section 2.4                 Mandatory Principal and Interest Payments on Term Loans.

(a)           The Borrower may, at its option (an “Interest Election”), elect to pay interest on the Loans on each Interest Payment Date (i) entirely in cash (“Cash Interest”), (ii) by increasing the outstanding principal amount of the Term Loans on the relevant Interest Payment Date by the amount of interest accrued from the effective date of any such Interest Election until the day immediately prior to the applicable Interest Payment Date (“PIK Interest”) or (iii) 50% as Cash Interest and 50% as PIK Interest. Unless the context otherwise requires, for all purposes hereof, references to “principal amount” of the Term Loans includes any interest so capitalized, including pursuant to Section 2.5,  and added to the principal amount of the Term Loans from the date on which such interest has been so added.

(b)           The Borrower must make an Interest Election by delivering an Interest Election notice to the Administrative Agent no later than ten (10) Business Days prior to the effective date of any Interest Election, which notice shall specify (x) whether such Interest Election is made under clause (i), (ii) or (iii) of the immediately preceding paragraph and (y) the effective date of such Interest Election, which effective date must be the next Interest Payment Date. An Interest Election shall remain in effect until the earlier of (i) the day immediately prior to the next Interest Payment Date following the effective date of such Interest Election and (ii) the Maturity Date. The Administrative Agent shall promptly deliver the Interest Election notice with their allocable interest amount to each Lender. In the absence of such an election, interest on the Term Loans shall be payable 100% as PIK Interest.

(c)           Subject to Section 2.5, each Term Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 (or 366 days, if applicable) at a rate per annum that shall be equal to the Interest Rate.

(d)           Cash Interest accrued on each Term Loan shall be payable on the Interest Payment Dates applicable to such Term Loan, except as otherwise provided in this Agreement. PIK Interest accrued on each Term Loan shall be payable by increasing the outstanding principal amount of the Term Loans by the amount of PIK Interest on the Interest

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Payment Date applicable to such Term Loan for such period and in such amounts as required by the relevant Interest Election(s). Any interest so added to the principal amount of the Term Loans, including pursuant to Section 2.5, shall bear interest as provided in this Section 2.4 from the date on which such interest has been so added. The obligation of the Borrower to pay PIK Interest shall be automatically evidenced by this Agreement or, if applicable, any Term Notes issued pursuant to this Agreement.

(e)       All accrued and unpaid interest shall be paid in cash at maturity (whether by acceleration or otherwise), after such maturity on demand and upon any repayment or prepayment thereof (on the amount prepaid).

(f)        In addition to interest payments required to be made hereunder, and subject to the rights of acceleration hereunder, the full unpaid principal balance of the Term Loans shall be payable in full on the Maturity Date.

(g)       The Initial Term Loans shall be issued with OID. Lenders may obtain the issue price, the amount of OID, issue date and yield to maturity with respect to the Initial Term Loans by submitting a written request to the Borrower at its Notice Office. Notwithstanding anything herein to the contrary, if on any Interest Payment Date (not taking into account any available extensions) on or after June 30, 2015 or on any earlier date as required by Code Sections 163(e)(5) and 163(i), the aggregate amount of accrued and unpaid original issue discount (as defined in Section 1273(a)(1) of the Internal Revenue Code) on the Term Loans would, but for this Section 2.4(g), exceed an amount equal to the product of the issue price of the Term Loans multiplied by the yield to maturity (as defined in Treasury Regulations Section 1.1272-1(b)(i)) of the Term Loans as determined by the Borrower, the Borrower shall prepay at each such applicable Interest Payment Date, without premium or penalty, the minimum amount of principal plus accrued interest on the Term Loans necessary to prevent any of the accrued and unpaid interest and original issue discount on the Term Loans from being disallowed or deferred as a deduction under Section 163(e)(5) of the Code to the Borrower (or any member of the Borrower, as applicable). No partial prepayment of the Term Loans pursuant to any other provision of this Agreement or the other Loan Documents shall alter the obligation of the Borrower to make prepayments provided for in this Section 2.4(g).

Section 2.5             Default Rate. Upon the occurrence and during the continuation of an Event of Default and during any Standstill Period and during the Tax Equity Standstill Period (but only with respect to the Subsequent Term Loans), interest shall accrue on the Term Loans and all other outstanding amounts hereunder or under the Loan Documents (after as well as before judgment, as and to the extent permitted by law) at a rate per annum equal to the Default Rate and such interest shall be payable in cash and upon demand; provided that, during the Standstill Period, the Borrower may elect, by written notice to the Administrative Agent, to pay such default interest as PIK Interest on each date that any demand for payment is made.

Section 2.6             Sharing of Payments. Except to the extent that this Agreement, any other Loan Document or any Judgment expressly provides for payments to be allocated to a particular Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise, but excluding through any assignment pursuant to

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Section 13.11 hereof) on account of the Term Loans made by it in excess of its ratable share (according to the then outstanding principal amount of the Term Loans) of payments on account of the Term Loans obtained by all the Lenders, such Lender shall purchase from the other Lenders such participations in the Term Loans held by such other Lenders as shall cause such purchasing Lender to share such payment ratably according to the then outstanding principal amount of the Term Loans with each of such other Lenders; provided, however, that if all or any portion of such payment is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, with interest at an interest rate per annum equal to the Interest Rate. The Borrower agrees that any Lender so purchasing a participation in the Term Loans from another Lender pursuant to this Section 2.6 may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.7             Removal or Replacement of a Lender. In the event that: (a) any Lender shall make a demand for any payment under Section 2.8 (each, a “Section 2.8 Lender”) or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof or any other Loan Document that requires the consent of all of the Lenders or each of the Lenders affected thereby, the consent of Majority Lenders shall have been obtained, but the consent of one or more of such other Lenders (each, a “Non Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Section 2.8 Lender or Non Consenting Lender, the Borrower may, by giving written notice of termination to Administrative Agent and any such Section 2.8 Lender or Non Consenting Lender (the “Terminated Lender”) of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Successor Lenders in accordance with the provisions of Article 13 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment; provided that (1) on the date of such assignment, the Successor Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (B) an amount equal to all other amounts owing to such Terminated Lender under this Agreement or any other Loan Documents, (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender as if it were a prepayment pursuant to Sections 4.1 or 4.2, as applicable, and (3) in the event such Terminated Lender is a Non Consenting Lender, each Successor Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender that, pursuant to the terms hereof and the other Loan Documents expressly survive any assignment, shall survive as to such Terminated Lender.

Section 2.8             Capital Adequacy.

(a)           If any Lender shall have determined that the adoption of, or any change in, any Capital Adequacy Regulation or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any

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Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(b)       A certificate as to any additional amounts payable pursuant to this Section 2.8 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 2.8, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.8  for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month  period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.8 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

Section 2.9             Pro Rata Borrowings; Availability. The Term Loans shall be incurred ratably among the Initial Lenders based upon the amount of their respective Initial Term Loan Commitments, Subsequent Term Loan Commitments and Stetson II Term Loan Commitments, respectively. It is agreed that no Initial Lender shall be responsible for any default by any other Initial Lender of its obligation to make a Term Loan hereunder and that each Initial Lender shall be obligated to make the Term Loans provided to be made by it hereunder regardless of the failure of any other Initial Lender to make a Term Loan hereunder.

ARTICLE 3

CONDITIONS TO TERM LOANS

Section 3.1             Conditions to the Term Loans and Initial Closing Date. The Initial Lenders’ obligation to make the Initial Term Loan on the Initial Closing Date shall be subject to the satisfaction or waiver of the conditions precedent set forth below:

(a)       CSSW Parent and the Borrower shall have delivered the following to the Administrative Agent, the Collateral Agent and the Initial Lenders on or prior to the Initial Closing Date, each in form and substance satisfactory to the Initial Lenders:

(i)            The Term Note, the Notice of Borrowing and each of the other Loan Documents, duly executed by CSSW Parent and the Borrower, as applicable.

(ii)           The Equity Documents, duly executed by each required signatory thereto, other than PIP3PX FirstWind LLC Ltd. and PIP3GV FirstWind LLC Ltd.

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(iii)A copy of the Organizational Documents of each of CSSW Parent, the Borrower and each of the Cohocton Companies and Stetson Companies as in effect on the Initial Closing Date, certified by the Secretary of State or other appropriate public official of the state of its incorporation or organization, and a certificate as to the good standing of CSSW Parent, the Borrower and each of the Cohocton Companies and Stetson Companies from the appropriate public official of the jurisdiction of its incorporation, organization or formation, dated as of a date no earlier than 15 days prior to the Initial Closing Date.

(iv)A certificate of an Authorized Officer of each of CSSW Parent and the Borrower, dated the Initial Closing Date, certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of CSSW Parent, the Borrower and each of the Cohocton Companies and Stetson Companies as in effect on the Initial Closing Date and at all times from the date on which the resolutions referred to in clause (B) below were adopted, to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equivalent body) or evidence of all partnership, corporate or limited liability company or membership action, as the case may be, authorizing the execution, delivery and performance by CSSW Parent and the Borrower of the Loan Documents to which such Person is or is intended to be party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) the name, incumbency and specimen signature of each Authorized Officer of CSSW Parent and the Borrower executing the Loan Documents and each other document to be delivered by CSSW Parent or the Borrower from time to time in connection therewith (and the Secured Parties may conclusively rely on such certificate until the Administrative Agent receives a replacement certificate in the form described in this clause (C) from such Person).

(v)A certificate of another Authorized Officer of each of CSSW Parent and the Borrower as to the name, incumbency and specimen signature of the Authorized Officer of such Person that signed the certificate referred to in clause (iv)(C) above.

(vi)Legal opinions of in-house counsel to CSSW Parent, the Borrower and each of the Cohocton Companies and Stetson Companies and Goodwin Procter LLP, special counsel to CSSW Parent, the Borrower and each of the Cohocton Companies and Stetson Companies, in substantially the form of Exhibits D and E, respectively, dated as of the Initial Closing Date.

(vii)A listing of each policy of insurance held by CSSW Parent, the Borrower and each of the Subsidiaries, which list sets forth the insurance required with respect to the Cohocton Project and the Stetson I Project pursuant to Section 9.6;  together with a certification from an Authorized Officer of the Borrower that such insurance policies comprise all insurance required to be maintained (or caused to be maintained) in respect of the Cohocton Project and the Stetson I Project pursuant to Section 9.6 hereof, that each has been obtained and is in full force and effect on the Initial Closing Date and

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such insurance policies comply in all respects with the requirements of Section 9.6 hereof.

(viii)Results of a recent Lien search with respect to CSSW Parent, the Borrower and each of the Cohocton Companies and Stetson Companies, and such search shall reveal no Liens on any of the assets of CSSW Parent or the Borrower and no Liens other than Permitted Liens, on any of the assets of the Cohocton Companies and Stetson Companies.

(ix)All documents required to be filed, registered, notarized or recorded in order to create and perfect the security interests with respect to the CSSW Parent and the Borrower as first priority Liens, which documents shall have either (x) been executed and delivered to the Collateral Agent for filing or recording in form and substance satisfactory to the Initial Lenders, or (y) been properly filed, registered, notarized or recorded in each office in each jurisdiction in which such filings, registrations, notarizations and recordings are required, and any other action required in the reasonable judgment of the Collateral Agent or the Initial Lenders to perfect such security interests as such first priority Liens shall have been effected and the Collateral Agent shall have received (with respect to any filings described in clause (y) above) acknowledgment copies or other evidence reasonably satisfactory to it that all necessary filing, notarization, recording and other fees and all Taxes and expenses related to such filings, notarizations, registrations and recordings have been paid in full.

(x)Certificates representing the Equity Interests, if any, required to be pledged pursuant to the Security Documents, together with undated powers for each such certificate executed in blank by an Authorized Officer of the pledgor thereof.

(xi)The Base Case Projections Model, operating plan for 2009 and the operating budget for 2009 for each of the Cohocton Project and Stetson I Project, in the form approved by the Initial Lenders.

(xii)With respect to the Cohocton Project and Stetson I Project, the Historical Financial Statements, together with a certificate of a Financial Officer of the Borrower that such financial statements fairly present in all material respects the financial condition of such Persons as at the dates indicated, in each case in accordance with GAAP subject, in the case of unaudited financial statements, to changes resulting from audit and normal year end adjustments which management of the Borrower believes are reasonable.

(xiii)With respect to the Cohocton Project and the Stetson I Project, the Pro Forma Financial Statements, together with a certificate of a Financial Officer of the Borrower that such Pro Forma Financial Statements have been prepared based upon historical financial information that was prepared in accordance with GAAP and fairly present in all material respects the pro forma financial condition of the Borrower and its Consolidated Subsidiaries as at the dates or for such periods indicated on the basis of the assumptions set forth therein.

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(xiv)An officer’s certificate of an Authorized Officer of the Borrower certifying that (x) each of the representations and warranties set forth in Article 5, and otherwise in the Loan Documents are true and correct in all material respects as of the Initial Closing Date (other than those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties will be true and correct in all respects, and other than any representations or warranties with respect to the Steel Winds Companies or the Steel Winds Project) and (y) no Default or Event of Default hereunder shall have occurred and be continuing.

(b)All Governmental Approvals and consents, approvals and filings required to be obtained or made with any Governmental Authority or any other Person in order for each party thereto to execute, deliver and perform the Transaction Documents to which it is a party and the HSHN Stetson I Amendments have been obtained or made and are in full force and effect as of the Initial Closing Date.

(c)No action or proceeding has been instituted or threatened in writing by any Governmental Authority or any other Person (i) against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries which seeks to impair, restrain, prohibit or invalidate the transactions contemplated by any of the Transaction Documents with respect to the Cohocton Project or the Stetson I Project or (ii) regarding the effectiveness or validity of any Governmental Approvals, in any material respect, with respect to the Cohocton Project or the Stetson I Project.

(d)The Borrower shall have made available to the Administrative Agent and the Initial Lenders electronically or otherwise copies of all Material Project Documents (and Schedule 3.1(d)  sets forth all Material Project Documents as certified by an Authorized Officer) with respect to the Cohocton Project and Stetson I Project.

(e)The Borrower shall have made available to the Administrative Agent and the Initial Lenders electronically or otherwise copies of all Major Project Indebtedness Documents (including the Lehman Tax Equity Financing documents) and other documents governing any outstanding Indebtedness (and Schedule 3.1(e)  sets forth all such documents as certified by an Authorized Officer of the Borrower) with respect to the Cohocton Project and Stetson I Project and all copies of documents governing the Holdings Lien Indebtedness.

(f)(A) None of CSSW Parent, the Borrower, any of the Cohocton Companies or any other Stetson Companies shall be in default in the performance, observance or fulfillment of any obligations, covenants or conditions contained in any of the Material Project Documents or any Major Project Indebtedness Documents with respect to the Cohocton Project or the Stetson I Project, as applicable, and to CSSW Parent’s, the Borrower’s, any Cohocton Companies’ and Stetson Company’s knowledge, no Project Participant is in default in the performance, observance or fulfillment of any obligations, covenants or conditions contained in any Material Project Document with respect to the Cohocton Project or the Stetson I Project, as applicable, in each case, except to the extent that such default could not reasonably be expected to have a Material Adverse Effect, (B) each such Material Project Document with respect to the Cohocton Project and the Stetson I Project shall be in full force and effect, (C) the copy of each such Material Project Document with respect to the Cohocton

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Project and the Stetson I Project delivered to the Initial Lenders pursuant to Section 3.1(d)  shall be true, correct and complete, and the copy of each document set forth on Schedule 3.1(e)  with respect to the Cohocton Project and the Stetson I Project delivered pursuant to Section 3.1(e)  shall be true, correct and complete, (D) except as delivered to the Initial Lenders pursuant to Section 3.1(d)  and Section 3.1(e),  there shall be no agreements, side letters or other documents to which the Parent or any of its Subsidiaries is a party, which have the effect of modifying or supplementing in any material respect any of the respective rights or obligations of the parties under any such of the Material Project Documents or under any document set forth on Schedule 3.1(e)  with respect to the Cohocton Project or the Stetson I Project, as applicable and (E) the Administrative Agent and the Initial Lenders shall have received a certificate of an Authorized Officer of the Borrower certifying that each of the conditions set forth in clauses (A), (B), (C) and (D) of this Section 3.1(f)  have been satisfied.

(g)The HSHN Stetson I Amendments and the Second Lien Security Agreement shall have been entered into in a form and substance reasonably satisfactory to the Initial Lenders and shall be in full force and effect and the Borrower shall have provided full and complete executed copies of such agreements.

(h)The Agents and the Initial Lenders shall have received all fees and expense reimbursements due and payable on the Initial Closing Date by the Borrower.

(i)No Material Adverse Effect shall have occurred since March 31, 2009, except as set forth on Schedule 5.7 hereto.

(j)The organizational structure, as of the Initial Closing Date, of CSSW Parent and the Borrower shall be as described on Exhibit G.

Section 3.2Conditions to Subsequent Closing Date. The Initial Lenders’ obligation to make the Subsequent Term Loan on the Subsequent Closing Date pursuant to this Agreement shall be subject to the satisfaction or waiver of all of the conditions precedent set forth below, which relate solely to the Steel Winds Companies and the Steel Winds Project, no later than the Subsequent Term Loan Commitment Expiration Date:

(a)The Borrower shall have delivered the following to the Administrative Agent, the Collateral Agent and the Initial Lenders on or prior to the Subsequent Closing Date, each in form and substance satisfactory to the Initial Lenders:

(i)The Notice of Borrowing duly executed by the Borrower and, if required pursuant to Section 9.22, an Assumption Agreement to the Security Agreement duly executed by the Steel Winds Project Company and the Steel Winds Holding Company.

(ii)A copy of the Organizational Documents of each of the Steel Winds Companies as in effect on the Subsequent Closing Date, certified by the Secretary of State or other appropriate public official of the state of its incorporation or organization, and a certificate as to the good standing of each of the Steel Winds Companies from the appropriate public official of the jurisdiction of its incorporation,

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organization or formation, dated as of a date no earlier than fifteen (15) days prior to the Subsequent Closing Date.

(iii)A certificate of an Authorized Officer of each of the Steel Winds Companies dated the Subsequent Closing Date, certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of each of the Steel Winds Companies as in effect on the Subsequent Closing Date and at all times from the date on which the resolutions referred to in clause (B) below were adopted, to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equivalent body) or evidence of all partnership, corporate or limited liability company or membership action, as the case may be, authorizing the execution, delivery and performance by each of the Steel Winds Companies of the Loan Documents to which such Person is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) the name, incumbency and specimen signature of each authorized officer of each Steel Winds Company executing the Loan Documents and each other document to be delivered by each such Steel Winds Company from time to time in connection therewith (and the Secured Parties may conclusively rely on such certificate until the Administrative Agent receives a replacement certificate in the form described in this clause (C) from such Person).

(iv)Legal opinions of in-house counsel to the Steel Winds Companies, and Goodwin Procter LLP, special counsel to the Steel Winds Companies, in substantially the form of Exhibits D and E, respectively, and a legal opinion of Nixon Peabody LLP, special New York regulatory counsel to the Steel Winds Companies, with respect to the Lehman Tax Equity Buyback, in the form previously provided to the Initial Lenders, dated as of the Subsequent Closing Date.

(v)A listing of each policy of insurance held by CSSW Parent, the Borrower and each of the Subsidiaries, which list sets forth the insurance required with respect to the Steel Winds Project pursuant to Section 9.6; together with a certification from an Authorized Officer of the Borrower that such insurance policies comprise all insurance required to be maintained (or caused to be maintained) in respect of the Steel Winds Project pursuant to Section 9.6 hereof, that each has been obtained and is in full force and effect on the Subsequent Closing Date and such insurance policies comply in all respects with the requirements of Section 9.6.

(vi)Results of a recent Lien search with respect to the Steel Winds Companies, and such search shall reveal no Liens on any of the assets of the Steel Winds Companies.

(vii)If required pursuant to Section 9.22, all documents required to be filed, registered, notarized or recorded in order to create and perfect the security interests with respect to the Steel Winds Holding Company and the Steel Winds Project Company as first priority Liens, which documents shall have either (x) been executed and delivered to the Collateral Agent for filing or recording in form and substance satisfactory to the Initial Lenders, or (y) been properly filed, registered, notarized or recorded in each office

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in each jurisdiction in which such filings, registrations, notarizations and recordings are required, and any other action required in the reasonable judgment of the Collateral Agent or the Initial Lenders to perfect such security interests as such first priority Liens shall have been effected and the Collateral Agent shall have received (with respect to any filings described in clause (y) above) acknowledgment copies or other evidence reasonably satisfactory to it that all necessary filing, notarization, recording and other fees and all Taxes and expenses related to such filings, notarizations, registrations and recordings have been paid in full.

(viii)Certificates representing the Equity Interests, if any, required to be pledged pursuant to the Security Documents, together with undated powers for each such certificate executed in blank by an Authorized Officer of the pledgor thereof.

(ix)The Base Case Projections Model, operating plan for the Fiscal Year in which the Subsequent Closing Date occurs and the operating budget for such Fiscal Year for the Steel Winds Project, in the form approved by the Initial Lenders.

(x)With respect to the Steel Winds Project, the Historical Financial Statements, together with a certificate of a Financial Officer of the Borrower that such financial statements fairly present in all material respects the financial condition of such Persons as at the dates indicated, in each case in accordance with GAAP subject, in the case of unaudited financial statements, to changes resulting from audit and normal year end adjustments.

(xi)With respect to the Steel Winds Project, the Pro Forma Financial Statements, together with a certificate of a Financial Officer of the Borrower that such Pro Forma Financial Statements have been prepared based upon historical financial information that was prepared in accordance with GAAP and fairly present in all material respects the pro forma financial condition of the Borrower and its Consolidated Subsidiaries as at the dates or for such periods indicated on the basis of the assumptions set forth therein which management of the Borrower believes are reasonable.

(xii)An officer’s certificate of an Authorized Officer of the Borrower certifying that (x) each of the representations and warranties set forth in Article 5, and otherwise in the Loan Documents are true and correct in all material respects as of the Subsequent Closing Date (other than those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties will be true and correct in all respects) and (y) no Default or Event of Default hereunder shall have occurred and be continuing.

(b)All Governmental Approvals and consents, approvals and filings required to be obtained or made with any Governmental Authority or any other Person in connection with the Steel Winds Reorganization, the Lehman Tax Equity Buyback and in order for each party thereto to execute, deliver and perform the Transaction Documents to which it is a party have been obtained or made and are in full force and effect as of the Subsequent Closing Date.

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(c)No action or proceeding has been instituted or threatened in writing by any Governmental Authority or any other Person (i) against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries which seeks to impair, restrain, prohibit or invalidate the transactions contemplated by any of the Transaction Documents with respect to the Steel Winds Project or (ii) regarding the effectiveness or validity of any Governmental Approvals with respect to the Steel Winds Project.

(d)The Borrower shall have made available electronically or otherwise copies of all Material Project Documents listed on Schedule 3.2(d) with respect to the Steel Winds Project.

(e)There shall be no Indebtedness outstanding in respect of the Steel Winds Companies and the Steel Winds Project, other than the Steel Winds Letters of Credit.

(f)(A) None of CSSW Parent, the Borrower or any Steel Winds Company shall be in default in the performance, observance or fulfillment of any obligations, covenants or conditions contained in any of the Material Project Documents with respect to the Steel Winds Project, and to CSSW Parent’s, the Borrower’s and any Steel Winds Company’s knowledge, no Project Participant shall be in default in the performance, observance or fulfillment of any obligations, covenants or conditions under any Material Project Document with respect to the Steel Winds Project, in each case, except to the extent that such default could not reasonably be expected to have a Material Adverse Effect, (B) each such Material Project Document with respect to the Steel Winds Project shall be in full force and effect, (C) the copy of each such Material Project Document with respect to the Steel Winds Project delivered to the Initial Lenders pursuant to Section 3.2(d) shall be true, correct and complete, (D) except as delivered to the Initial Lenders pursuant to Section 3.2(d), there shall be no agreements, side letters or other documents to which the Parent or any of its Subsidiaries is a party which have the effect of modifying or supplementing in any material respect any of the respective rights or obligations of the parties under any such of the Material Project Documents with respect to the Steel Winds Project and (E) the Administrative Agent and the Initial Lenders shall have received a certificate of an Authorized Officer of the Borrower certifying that each of the conditions set forth in clauses (A), (B), (C) and (D) of this Section 3.2(f) have been satisfied.

(g)The Initial Lenders shall have received all expense reimbursements due and payable on the Subsequent Closing Date by the Borrower.

(h)No Material Adverse Effect shall have occurred since March 31, 2009, except as set forth on Schedule 5.7 hereto.

(i)The Steel Winds Reorganization shall have occurred or shall occur concurrently with the Subsequent Closing Date as described on Schedule 1 hereto.

(j)The Lehman Tax Equity Buyback shall have occurred or shall occur concurrently with the Subsequent Closing Date in a manner reasonably satisfactory to the Initial Lenders.

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(k)The Initial Closing Date shall have occurred or shall occur concurrently with the Subsequent Closing Date.

Section 3.3Conditions to Stetson II Effective Date. The obligations of the Initial Lenders to enter into the commitment to make the Stetson II Term Loans and the effectiveness of the Stetson II Effective Date pursuant to this Agreement shall be subject to the satisfaction or waiver of all of the conditions precedent set forth below, which, except as otherwise provided herein, relate solely to CSSW Parent, the Borrower, the Stetson Intermediate Holding Company, the Stetson Holding Company, the Stetson I Project Company, the Stetson I Project, the Stetson II Project Company and the Stetson II Project:

(a)The Stetson Reorganization shall have occurred or shall occur concurrently with the Stetson II Effective Date as described on Schedule 3 hereto.

(b)The Stetson Portfolio Financing shall have been entered into in a form and substance reasonably satisfactory to the Initial Lenders and shall be in full force and effect, the Stetson I Existing Financing shall have been terminated and paid off in full, and the Borrower shall have provided full and complete executed copies of such agreements.

(c)The Borrower shall have delivered the following to the Administrative Agent, the Collateral Agent and the Initial Lenders on or prior to the Stetson II Effective Date, each in form and substance satisfactory to the Initial Lenders:

(i)A copy of the Organizational Documents of the each of CSSW Parent, the Borrower, Stetson Intermediate Holding Company, the Stetson Holding Company, the Stetson I Project Company and the Stetson II Project Company as in effect on the Stetson II Effective Date, certified by the Secretary of State or other appropriate public official of the state of its incorporation or organization, and a certificate as to the good standing of each of CSSW Parent, the Borrower Stetson Intermediate Holding Company, the Stetson Holding Company, the Stetson I Project Company and the Stetson II Project Company from the appropriate public official of the jurisdiction of its incorporation, organization or formation, dated as of a date no earlier than fifteen (15) days prior to the Stetson II Effective Date.

(ii)A certificate of an Authorized Officer of each of CSSW Parent and the Borrower dated the Stetson II Effective Date, certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of each of CSSW Parent, the Borrower, Stetson Intermediate Holding Company, the Stetson Holding Company, the Stetson I Project Company and the Stetson II Project Company as in effect on the Stetson II Effective Date and at all times from the date on which the resolutions referred to in clause (B) below were adopted, to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other equivalent body) or evidence of all partnership, corporate or limited liability company or membership action, as the case may be, authorizing the execution, delivery and performance by CSSW Parent and the Borrower of the Loan Documents to which such Person is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) the name,

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incumbency and specimen signature of each authorized officer of CSSW Parent and the Borrower executing the Loan Documents and each other document to be delivered by the CSSW Parent or the Borrower, as applicable, from time to time in connection therewith (and the Secured Parties may conclusively rely on such certificate until the Administrative Agent receives a replacement certificate in the form described in this clause (C) from such Person).

(iii)Legal opinions of in-house counsel to the Stetson Intermediate Holding Company and the Stetson II Project Company, and Goodwin Procter LLP, special counsel to CSSW Parent, the Borrower, the Stetson Intermediate Holding Company, the Stetson Holding Company, the Stetson I Project Company and the Stetson II Project Company, in substantially the form of Exhibits D and E, respectively, dated as of the Stetson II Effective Date.

(iv)A listing of each policy of insurance held by CSSW Parent, the Borrower and each of the Subsidiaries, which list sets forth the insurance required with respect to the Stetson II Project pursuant to Section 9.6; together with a certification from an Authorized Officer of the Borrower that such insurance policies comprise all insurance required to be maintained (or caused to be maintained) in respect of the Stetson II Project pursuant to Section 9.6 hereof, that each has been obtained and is in full force and effect on the Stetson II Effective Date and such insurance policies comply in all respects with the requirements of Section 9.6.

(v)Results of a recent Lien search with respect to the Stetson Intermediate Holding Company and the Stetson II Project Company, and such search shall reveal no Liens on any of the assets of such companies other than Permitted Liens.

(vi)Certificates representing the Equity Interests, if any, required to be pledged pursuant to the Security Documents, together with undated powers for each such certificate executed in blank by an Authorized Officer of the pledgor thereof.

(vii)The Base Case Projections Model and operating plan for the Fiscal Year in which the Stetson II Effective Date occurs and the operating budget, as applicable, for such Fiscal Year for the Stetson I Project and the Stetson II Project, in the form approved by the Initial Lenders.

(viii)With respect to the Stetson I Project and the Stetson II Project, the Historical Financial Statements, together with a certificate of a Financial Officer of the Borrower that such financial statements fairly present in all material respects the financial condition of such Persons as at the dates indicated, in each case in accordance with GAAP subject, in the case of unaudited financial statements, to changes resulting from audit and normal year end adjustments.

(ix)With respect to the Stetson I Project and the Stetson II Project, the Pro Forma Financial Statements, together with a certificate of a Financial Officer of the Borrower that such Pro Forma Financial Statements have been prepared based upon historical financial information that was prepared in accordance with GAAP and fairly

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present in all material respects the pro forma financial condition of the Borrower and its Consolidated Subsidiaries as at the dates or for such periods indicated on the basis of the assumptions set forth therein which management of the Borrower believes are reasonable.

(x)An officer’s certificate of an Authorized Officer of the Borrower certifying that (x) each of the representations and warranties set forth in Article 5, and otherwise in the Loan Documents are true and correct in all material respects as of the Stetson II Effective Date (other than those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties will be true and correct in all respects) and (y) no Default or Event of Default hereunder shall have occurred and be continuing and as to matters set forth in clauses (d), (e) and (m) below.

(xi)Amendment No. 1 to Intercreditor Agreement, duly executed by the Collateral Agent, HSHN and the Holdings Lenders (as defined in the Intercreditor Agreement).

(xii)Amendment No. 2 to the Guarantee and Security Agreement, duly executed by the Borrower, CSSW Parent, the Collateral Agent and the Initial Lenders.

(d)All Governmental Approvals and consents, approvals and filings required to be obtained or made with any Governmental Authority or any other Person in connection with the Stetson Reorganization and the Stetson Portfolio Financing and in order for each party thereto to execute, deliver and perform the Transaction Documents to which it is a party have been obtained or made and are in full force and effect as of the Stetson II Effective Date.

(e)No action or proceeding has been instituted or threatened in writing by any Governmental Authority or any other Person (i) against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries which seeks to impair, restrain, prohibit or invalidate the transactions contemplated by any of the Transaction Documents with respect to the Stetson I Project or the Stetson II Project or (ii) regarding the effectiveness or validity of any Governmental Approvals with respect to the Stetson I Project or the Stetson II Project.

(f)The Borrower shall have made available electronically or otherwise copies of all Material Project Documents listed on Schedule 3.3(f) with respect to the Stetson II Project and any other reports, notices, certificates or other information required to be delivered pursuant to Section 7.7.

(g)(i) None of CSSW Parent, the Borrower or any Stetson Company shall be in default in the performance, observance or fulfillment of any obligations, covenants or conditions contained in any of the Material Project Documents with respect to the Stetson I Project or Stetson II Project, and to CSSW Parent’s, the Borrower’s and any Stetson Company’s knowledge, no Project Participant shall be in default in the performance, observance or fulfillment of any obligations, covenants or conditions under any Material Project Document with respect to the Stetson I Project or Stetson II Project, in each case, except to the extent that such default could not reasonably be expected to have a Material Adverse Effect, (ii) each such Material Project Document with respect to the Stetson I Project

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and the Stetson II Project shall be in full force and effect, (iii) the copy of each such Material Project Document with respect to the Stetson I Project and the Stetson II Project delivered to the Initial Lenders pursuant to Section 3.3(f) shall be true, correct and complete, (iv) except as delivered to the Initial Lenders pursuant to Section 3.3(f),  there shall be no agreements, side letters or other documents to which the Parent or any of its Subsidiaries is a party which have the effect of modifying or supplementing in any material respect any of the respective rights or obligations of the parties under any such of the Material Project Documents with respect to the Stetson I Project and the Stetson II Project and (v) the Administrative Agent and the Initial Lenders shall have received a certificate of an Authorized Officer of the Borrower certifying that each of the conditions set forth in clauses (i), (ii), (iii) and (iv) of this Section 3.3(g) have been satisfied.

(h)Except as set forth in Schedule 5.7 hereto, no Material Adverse Effect shall have occurred since (i) with respect to CSSW Parent, the Borrower, the Cohocton Companies, the Stetson Holding Company, the Stetson I Project Company, the Steel Winds Companies, the Cohocton Project, Stetson I Project and Steel Winds Project, March 31, 2009 and (ii) with respect to the Stetson Intermediate Holding Company, the Stetson II Project Company and the Stetson II Project, September 30, 2009.

(i)The Initial Lenders shall have received a copy of the Stetson II Construction Budget.

(j)The Initial Lenders shall have received a copy of each of the reports, certificates or other evidence delivered pursuant to Sections 5.1(g), 5.1(h), 5.1(m), 5.1(n), 5.1(o), 5.1(q), 5.1(r), 5.1(s), 5.1(w) and 5.1(mm) of the Stetson Portfolio Financing Agreement, in each case, together with any attachments.

(k)The Initial Lenders shall have received (addressed to them) the same Independent Engineer’s Closing Certificate and Report (as defined in the Stetson Portfolio Financing Agreement) being delivered pursuant to Section 5.1(p) of the Stetson Portfolio Financing Agreement, the same Annual Operating Plan (as defined in the Stetson Portfolio Financing Agreement) being delivered pursuant to Section 5.1(u) of the Stetson Portfolio Financing Agreement, and the same certificate regarding Applicable Permits (as defined in the Stetson Portfolio Financing Agreement) being delivered pursuant to Section 5.1(x) of the Stetson Portfolio Financing Agreement, in each case, together with any attachments.

(l)The organizational structure, as of the Stetson II Effective Date, of CSSW Parent, the Borrower and its Subsidiaries shall be as described on Exhibit K.

(m)A certificate of the Borrower signed by an Authorized Officer certifying that the representations and warranties set forth in Sections 6.16(a) and (b), 6.22, 6.23, 6.24, 6.37, 6.38 and 6.39 of the Stetson Portfolio Financing Agreement are true and correct in all material respects as of the Stetson II Effective Date.

Section 3.4Conditions to Stetson II Funding Date. The Initial Lenders’ obligation to make the Stetson II Term Loans on the Stetson II Funding Date pursuant to this Agreement shall be subject to the satisfaction or waiver of all of the conditions precedent set forth below, which

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except as otherwise provided herein, relate solely to CSSW Parent, the Borrower, the Stetson Intermediate Holding Company, the Stetson Holding Company, the Stetson I Project Company, the Stetson I Project, the Stetson II Project Company and the Stetson II Project, no later than the Stetson II Term Loan Commitment Expiration Date. The Borrower shall have delivered the following to the Administrative Agent, the Collateral Agent and the Initial Lenders on or prior to the Stetson II Funding Date, each in form and substance satisfactory to the Initial Lenders:

(a)The Notice of Borrowing duly executed by the Borrower.

(b)An officer’s certificate of an Authorized Officer of the Borrower certifying that (w) each of the representations and warranties set forth in Article 5, and otherwise in the Loan Documents are true and correct in all material respects as of the Stetson II Funding Date (other than those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties will be true and correct in all respects), (x) no Default or Event of Default hereunder shall have occurred and be continuing, (y) no default or event of default under the Stetson Portfolio Financing shall have occurred during the Stetson II Construction Period and be continuing and (z) no Event of Loss with respect to the Stetson II Project shall have occurred and as to matters set forth in clauses (j) and (n) below.

(c)The Borrower shall have made available electronically or otherwise copies of all Material Project Documents listed on Schedule 3.3(f) (as may be revised on the Stetson II Funding Date) with respect to the Stetson II Project and any other reports, notices, certificates or other information required to be delivered pursuant to Section 7.7.

(d)The Initial Lenders shall have received all expense reimbursements due and payable on the Stetson II Funding Date by the Borrower and fees and expenses of the Administrative Agent and those of its counsel.

(e)Except as set forth in Schedule 5.7 hereto, no Material Adverse Effect shall have occurred since (i) with respect to CSSW Parent, the Borrower, the Cohocton Companies, the Stetson Holding Company, the Stetson I Project Company, the Steel Winds Companies, the Cohocton Project, Stetson I Project and Steel Winds Project, March 31, 2009 and (ii) with respect to the Stetson Intermediate Holding Company, the Stetson II Project Company and the Stetson II Project, September 30, 2009.

(f)(i) The Stetson II COD shall have occurred or shall occur concurrently with the Stetson II Funding Date and all other work on the Stetson II Project shall have been completed and paid for (other than with respect to punch list items) and no mechanics’ liens or similar liens shall have been filed with respect to the Stetson II Project and (ii) all interconnection facilities and other facilities necessary for the operation of the Stetson II Project in accordance with Prudent Utility Practices shall be completed and all utilities, real estate rights and other rights necessary for the operation of the Stetson II Project shall be in place, in each case as certified by an Authorized Officer of the Borrower and confirmed by the Independent Engineer (which confirmation may be provided as separate documentation).

(g)The Initial Lenders shall have received a copy of the duly executed and delivered Turbine Mechanical Completion Certificate, together with any attachments, which

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shall be substantially in the form provided in the EPC Contract, provided that any material changes from the form of such certificate shall be in form and substance reasonably satisfactory to the Initial Lenders.

(h)The Initial Lenders shall have received a copy of the duly executed and delivered Infrastructure Completion Certificate, together with any attachments, which shall be substantially in the form provided in the EPC Contract, provided that any material changes from the form of such certificate shall be in form and substance reasonably satisfactory to the Initial Lenders.

(i)If the Annual Operating Plan has been updated after the Stetson II Effective Date, the Initial Lenders shall have received any such updates to the Annual Operating Plan.

(j)No action or proceeding has been instituted or threatened in writing by any Governmental Authority or any other Person (i) against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries which seeks to impair, restrain, prohibit or invalidate the transactions contemplated by any of the Transaction Documents with respect to the Stetson I Project or the Stetson II Project or (ii) regarding the effectiveness or validity of any Governmental Approvals with respect to the Stetson I Project or the Stetson II Project.

(k)A certificate from an Authorized Officer of the Borrower which certifies that the list of each policy of insurance held by CSSW Parent, the Borrower and each of the Subsidiaries, which list sets forth the insurance required with respect to the Stetson II Project pursuant to Section 9.6 delivered to the Initial Lenders as of the Stetson II Effective Date is in full force and effect on the Stetson II Funding Date.

(l)The Initial Lenders shall have received the same certificate regarding Applicable Permits (as defined in the Stetson Portfolio Financing Agreement) being delivered pursuant to Section 5.1(x) of the Stetson Portfolio Financing Agreement, dated as of the Stetson II Funding Date.

(m)(i) None of CSSW Parent, the Borrower or any Stetson Company shall be in default in the performance, observance or fulfillment of any obligations, covenants or conditions contained in any of the Material Project Documents with respect to the Stetson I Project or Stetson II Project, and to CSSW Parent’s, the Borrower’s and any Stetson Company’s knowledge, no Project Participant shall be in default in the performance, observance or fulfillment of any obligations, covenants or conditions under any Material Project Document with respect to the Stetson I Project or Stetson II Project, in each case, except to the extent that such default could not reasonably be expected to have a Material Adverse Effect, (ii) each such Material Project Document with respect to the Stetson I Project and the Stetson II Project shall be in full force and effect, (iii) the copy of each such Material Project Document with respect to the Stetson I Project and the Stetson II Project delivered to the Initial Lenders pursuant to Section 3.3(f) shall be true, correct and complete, (iv) except as delivered to the Initial Lenders pursuant to Section 3.3(f), there shall be no agreements, side letters or other documents to which the Parent or any of its Subsidiaries is a party which have the effect of modifying or supplementing in any material respect any of the respective rights or

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obligations of the parties under any such of the Material Project Documents with respect to the Stetson I Project and the Stetson II Project and (v) the Administrative Agent and the Initial Lenders shall have received a certificate of an Authorized Officer of the Borrower certifying that each of the conditions set forth in clauses (i), (ii), (iii) and (iv) of this Section 3.4(k) have been satisfied.

(n)A certificate of the Borrower signed by an Authorized Officer certifying that the representations and warranties set forth in Sections 6.16(a) and (b), 6.22, 6.23, 6.24, 6.37, 6.38 and 6.39 of the Stetson Portfolio Financing Agreement are true and correct in all material respects as of the Stetson II Funding Date.

ARTICLE 4

PAYMENT, PREPAYMENT AND TAXES

Section 4.1Mandatory Prepayment. The Borrower shall make mandatory prepayments on the Term Loans as and when required below without penalty or premium (except as set forth below) of each of the following amounts:

(a)Within three (3) Business Days after the Borrower’s or any Subsidiary’s receipt thereof, 100% of the Net Cash Proceeds received by the Borrower or one of its Subsidiaries from (i) any funding (regardless of the Project or Person) prior to the Subsequent Closing Date through the Lehman Tax Equity Financing or (ii) on and after the Subsequent Closing Date, any Steel Winds Permitted Project Indebtedness or Qualified Tax Equity Financing with respect to the Steel Winds Project (including by either of the Steel Winds Companies) (the Borrower agreeing to cause such Subsidiaries to distribute such Net Cash Proceeds under either clause (i) or (ii) to it for the purpose of allowing it to make the foregoing mandatory prepayment), subject to the following:

(I)(A)prior to the Subsequent Closing Date, with respect to the receipt of Net Cash Proceeds from a funding through the Lehman Tax Equity Financing, the mandatory prepayment being made shall be applied to the aggregate principal amount of Term Loans then being prepaid plus accrued interest thereon plus an amount equal to the Call Premium applicable to the aggregate principal amount of Term Loans then being prepaid, and

(B)on and after the Subsequent Closing Date, with respect to the receipt of Net Cash Proceeds in an aggregate amount greater than $15,000,000, the mandatory prepayment being made shall be applied to the aggregate principal amount of Term Loans then being prepaid plus accrued interest thereon plus an amount equal to the Call Premium applicable to the amount of aggregate principal amount of Term Loans in excess of $15,000,000, and

(II)in all other cases not covered by the foregoing clause (I), the mandatory prepayment being made shall be applied to the aggregate

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principal amount of Term Loans then being prepaid plus accrued interest thereon with no Call Premium being applicable thereto.

(b)Within three (3) Business Days after the Borrower’s or any Subsidiary’s receipt thereof, 100% of the Net Cash Proceeds received by the Borrower or one of its Subsidiaries from the issuance or incurrence of any Excess Permitted Project Indebtedness (the Borrower agreeing to cause such Subsidiaries to distribute such Net Cash Proceeds to it for the purpose of allowing it to make the foregoing mandatory prepayment), subject to the following: (i) with respect to the receipt of Net Cash Proceeds in an aggregate amount greater than $10,000,000, the mandatory prepayment being made shall be applied to the aggregate principal amount of Term Loans then being prepaid plus accrued interest thereon plus an amount equal to the Call Premium applicable to the amount of aggregate principal amount of Term Loans in excess of $10,000,000 then being prepaid and (ii) otherwise, the mandatory prepayment being made shall be applied to the aggregate principal amount of Term Loans then being prepaid plus accrued interest thereon with no Call Premium being applicable thereto.

(c)Unless a Reinvestment Notice shall have been delivered to the Administrative Agent (who shall promptly forward such notice to the Lenders and seek direction) on or before the Reinvestment Decision Date in respect thereof and the Borrower has made an Eligible Reinvestment, then on the Reinvestment Decision Date, 100% of the Net Remaining Loss Proceeds shall be applied on such date (the Borrower agreeing to cause its Subsidiaries to distribute such Net Remaining Loss Proceeds to it for the purpose of allowing it to make the foregoing mandatory prepayment) (x) to reduce Major Project Indebtedness or (y) towards the prepayment of the Term Loans; provided that, notwithstanding the foregoing, (i) the aggregate Net Remaining Loss Proceeds that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $2,500,000 in any Fiscal Year of the Borrower, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount (the Borrower agreeing to cause its Subsidiaries to distribute such Reinvestment Prepayment Amount to it for the purpose of allowing it to make the foregoing mandatory prepayment) with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans.

(d)No later than thirty (30) days after the end of each Fiscal Year, 100% of Excess Cash during such Fiscal Year (the Borrower agreeing to cause its Subsidiaries to distribute all Excess Cash to it for the purpose of allowing it to make the foregoing mandatory prepayment).

(e)If the Lehman Tax Equity Buyback has not been reconsummated pursuant to Section 11.1(o), promptly following the expiration of the Tax Equity Standstill Period, a principal amount equal to $15,000,000, plus accrued interest (including any PIK interest applicable thereto).

(f)If (i) Stetson II COD has not occurred on or before the Stetson II Outside Completion Date or (ii) subsequent to a cure effected in accordance with Section 10.1(n) of the Stetson Portfolio Financing Agreement, the Stetson II Project Company or Stetson II Project shall not have been fully released and discharged (other than inchoate obligations thereunder that could not give rise to defaults under the Stetson Portfolio Financing

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Agreement) from the Stetson Portfolio Financing Agreement or any Refinancing thereof and any related loan documents, including with respect to obligations relating to collateral, as of the Stetson II Outside Completion Date, then no later than seven (7) days after the Stetson II Outside Completion Date, an amount of $50,000,000 (unless the Initial Lenders shall have notified the Borrower specifying a lesser amount within 5 days after the Stetson II Outside Completion Date, in which case such payment shall be made in such lesser amount), plus accrued and unpaid interest on such principal amount then being prepaid (including any PIK interest applicable thereto) plus an amount equal to the Call Premium in respect of such principal amount then being prepaid (the “Stetson Prepayment”).

Section 4.2Voluntary Prepayments. The Borrower may, at any time and from time to time, prepay all or a portion of the outstanding principal amount of the Term Loans in minimum amounts of not less than $1,000,000 plus accrued and unpaid interest to such date plus an amount equal to the Call Premium in respect of such principal amount then being prepaid. Amounts prepaid may not be re-borrowed.

Section 4.3Payment and Interest Cutoff. Irrevocable notice of any voluntary prepayment pursuant to Section 4.2 shall be given to the Administrative Agent not later than 1:00 p.m. (New York City time) at least two Business Days prior to the date of prepayment and shall specify the date of such prepayment and the aggregate principal amount of the Term Loans to be prepaid on such date. Upon receipt of any such notice, the Administrative Agent shall promptly forward such notice to each Lender thereof. Notice of prepayment having been given in compliance with this Section 4.3, the amount specified to be prepaid shall become due and payable on the date specified for prepayment together with accrued and unpaid interest to such date on the amount prepaid.

Section 4.4Method, Timing and Application of Payments.

(a)Each payment (including each prepayment) by the Borrower on account of principal of and interest and other amounts on the Term Loans shall be made prorata according to the respective outstanding principal amounts of the Term Loans then held by the Lenders.

(b)All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, premiums or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 p.m., New York City time, on the due date thereof to the Administrative Agent for the account of the Lenders at the Payment Office of the Administrative Agent in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to each relevant Lender promptly upon receipt in like funds as received unless funds are received after 1:00 p.m., New York City time, then the relevant payments or distributions shall be made on the subsequent Business Day. If any payment hereunder becomes due and payable on a day, other than a Business Day, such payment shall be extended to the next succeeding Business Day. In the case of any extension of any payment of principal pursuant to the preceding sentence, interest thereon shall be payable at the then applicable rate during such extension.

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(c)All payments shall be applied first to the payment of all fees, expenses, premiums and other amounts due to the Administrative Agent, the Collateral Agent and then to the Lenders (excluding principal and interest), then to accrued and unpaid interest, and the balance on account of outstanding principal; provided, however, that after an Event of Default, payments will be applied to the obligations of the Borrower to the Administrative Agent, the Collateral Agent and the Lenders as provided in Section 11.5 or, except for the obligations due to the Agents, otherwise as the Majority Lenders determine in their sole discretion.

Section 4.5Taxes.

(a)All payments by the Borrower of principal of, and interest on, the Term Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority (“Taxes”) except as otherwise required by law. In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will:

(i)pay directly to the relevant authority the full amount required to be so withheld or deducted;

(ii)promptly forward to each affected Lender an official receipt or other documentation reasonably satisfactory to such affected Lender evidencing such payment to such authority; and

(iii)pay to each affected Lender only such additional amount or amounts of Non-Excluded Taxes as is necessary to ensure that the net amount actually received by each affected Lender (after taking into account any Non-Excluded Taxes imposed on amounts payable under this Section 4.5(a)) will equal the full amount each affected Lender would have received had no such withholding or deduction for Non-Excluded Taxes been required.

Moreover, if any Non-Excluded Taxes are directly asserted against any Lender with respect to any payment received by such affected Lender hereunder, each affected Lender may pay such Taxes and the Borrower will promptly pay such additional amount (including any penalties, interest or expenses) as is necessary in order that the net amount received by each affected Lender after the payment of any Non-Excluded Taxes shall equal the amount each affected Lender would have received had not such Non-Excluded Taxes been asserted.

(b)If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to each affected Lender the required receipts or other required documentary evidence, the Borrower shall indemnify each affected Lender for any incremental taxes, interest or penalties that may become payable by each affected Lender as a result of any such failure.

(c)In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made or from the execution, delivery or registration of, or otherwise with

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respect to, this Agreement, the Term Notes, or the other Loan Documents (hereinafter referred to as “Other Taxes”).

(d)The Borrower shall indemnify each Lender and the Administrative Agent for the full amount of Non-Excluded Taxes or Other Taxes (including, without limitation, any Non-Excluded Taxes or Other Taxes imposed by any Governmental Authority on amounts payable under this Section 4.5) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including interest and expenses) arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally asserted. Each payment required to be made by the Borrower in respect of this indemnification shall be made to the Administrative Agent for the benefit of any party claiming such indemnification within thirty (30) days from the date the Borrower receives written demand therefor detailing the calculation of such amounts from the Administrative Agent on behalf of itself as Agent or any such Lender. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Term Notes and all other amounts payable hereunder.

(e)The Borrower will pay prior to delinquency Taxes and Other Taxes required to be paid by the Borrower in respect of any payment under this Agreement. Upon request, the Borrower will furnish to the Administrative Agent for its own account or for the account of the affected Lender, as the case may be, the original or a certified copy of a receipt or other documentation reasonable satisfactory to such affected Lender evidencing payment of such Taxes or Other Taxes.

(f)Prior to becoming an Administrative Agent or Lender under this Agreement (including in connection with an assignment), on or prior to the date on which any form or certificate expires or becomes obsolete, after the occurrence of any event requiring a change in the most recent form or certificate previously delivered and within fifteen (15) days after a reasonable written request of the Borrower or the Administrative Agent from time to time and to the extent such Administrative Agent or Lender is legally entitled thereto:

(i)each such Person or Lender that is not in each case a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Foreign Lender”) shall provide to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) a properly completed and executed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY or other applicable form, certificate or document prescribed by the Internal Revenue Service (including all required attachments), certifying as to such Foreign Lender’s entitlement to an exemption from, or reduction in, United States withholding tax with respect to interest payments to be made to such Foreign Lender under this Agreement and under the Term Loans. Any Foreign Lender that is claiming an exemption from U.S. withholding tax under Section 871(h) or 881(c) of the Code shall provide in addition to the applicable IRS Form W-8 (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased), a properly executed certificate representing that such Foreign Lender is not a “bank” for purposes of Section 881(c) of the Code, does not hold a ten percent (10%) interest in the capital or profits of the Borrower within the meaning of Section

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871(h)(3)(B) of the Code, and is not a controlled foreign corporation related to the Borrower within the meaning of Section 864(d)(4) of the Code. No Foreign Lender shall be entitled to additional payments under Section 4.5(a) or to indemnification under Section 4.5(d) for any Non-Excluded Taxes or Other Taxes to the extent such Non-Excluded Taxes or Other Taxes would not have been imposed had the Foreign Lender complied with this Section 4.5(f)(i). Each Foreign Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. Governmental Authorities for such purposes); and

(ii)each such Person or Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall provide to Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased), a properly completed and executed IRS Form W-9, certifying as to such Lender’s entitlement to an exemption from U.S. backup withholding tax, or any successor form. Each such Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. Governmental Authorities for such purposes).

(g)If the Borrower determines in good faith that a reasonable basis exists for contesting a Non-Excluded Tax or Other Tax, the relevant Lender (or assignee), or the Administrative Agent, as applicable, shall cooperate with the Borrower in challenging such Tax at the Borrower’s expense if requested by the Borrower. If any Lender (or assignee) determines in its sole discretion that it has received a refund in respect of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 4.5, it shall within thirty (30) days from the date of such receipt pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 4.5 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender (or assignee) or the Administrative Agent and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that the Borrower, upon the request of such Lender (or assignee) or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties interest or other charges) to such Lender (or assignee) or the Administrative Agent in the event such Lender (or assignee) or the Administrative Agent is required to repay such refund to such Governmental Authority. Neither the Lender nor the Administrative Agent shall be obliged to disclose any information regarding its tax affairs or computations to the Borrower in connection with this paragraph (g) or any other provision of this Section 4.5.

(h)If the Administrative Agent or any Lender requests, or the Borrower is required to make, any indemnification or payment with respect to Non-Excluded Taxes (excluding Other Taxes) under this Section 4.5, then the relevant Lender shall use reasonable efforts to designate a different lending office or to assign its rights and obligations under the Loan Documents to another of its branches or such other Person as Borrower may reasonably

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request if (i) such designation or assignment could reasonably be expected to reduce or eliminate amounts payable pursuant to this Section 4.5, and (ii) in the reasonable judgment of such Lender such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrower agrees to pay all reasonable costs and expenses incurred by such Lender in connection with such designation or assignment.

(i)To the extent that the Lenders have complied with Section 4.5(f), the parties agree and acknowledge that as of the date hereof no withholding or deduction for any U.S. Taxes is required by applicable law, rule or regulation (“Initial U.S. Taxes”), and, as of the date hereof, the Borrower will not withhold on any payments made to the Lenders under this Agreement unless required to do so by a Governmental Authority pursuant to a final determination. If, as a result of a final determination, the Borrower is or was required to withhold or deduct any Initial U.S. Taxes on amounts payable to a Lender (or assignee) under this Agreement, then such Lender (or assignee) shall indemnify the Borrower in full for the entire amount that was required to be withheld or deducted (including interest and penalties); provided that nothing in this sentence shall limit or change the Borrower’s obligations under this Section 4.5 with respect to all Taxes and Other Taxes other than with respect to Initial U.S. Taxes.

(j)The agreements and obligations of the Borrower in respect of this Section 4.5 shall survive the payment of the Term Loans, the Term Notes and all other Obligations.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

OF THE BORROWER

In order to induce the Administrative Agent, the Collateral Agent and the Initial Lenders to enter into this Agreement and to induce the Initial Lenders to make the Term Loans on each Closing Date, the Borrower hereby makes the following representations and warranties, on each such Closing Date; provided, however, that, except as otherwise specified, (a) on and as of the Initial Closing Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer to each of the Borrower’s Subsidiaries (other than with respect to (i) the Steel Winds Companies and the Steel Winds Project and (ii) the Stetson Intermediate Holding Company and the Stetson II Project), (b) on and as of the Subsequent Closing Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer only to (i) each of the Borrower’s Subsidiaries (other than with respect to the Stetson Intermediate Holding Company and the Stetson II Project), (ii) each of the Project Companies and Projects in clause (a) and (iii) the Steel Winds Companies and the Steel Winds Project, respectively and (c) on and as of the Stetson II Effective Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer to each of the Borrower’s Subsidiaries, to each of the Project Companies and to each of the Projects as applicable; provided, further, that the notwithstanding the foregoing, the

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reference in Section 5.15 to the Borrower’s Subsidiaries shall be deemed to refer to each of the Subsidiaries of the Borrower as of each Closing Date.

Section 5.1Existence. CSSW Parent, the Borrower and each of its Subsidiaries (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own, lease and operate its Property and to conduct the business in which it is currently engaged in the manner it is now being conducted and (c) is duly qualified as a foreign limited liability company or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business as now being conducted requires such qualification, except to the extent that its failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

Section 5.2Power; Authorization; Enforceable Obligations. Each of CSSW Parent, the Borrower and the Steel Winds Companies has the power and authority and the legal right to make, deliver and perform its obligations under the Loan Documents to which it is a party and, in the case of the Borrower, to borrow the Term Loans hereunder. Each of the Borrower’s Subsidiaries has the power and authority and the legal right to make, deliver and perform its obligations under the Project Documents to which it is a party. Each of CSSW Parent, the Borrower and the Steel Winds Companies has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings of the Term Loans on the terms and conditions of this Agreement. Each of the Borrower’s Subsidiaries has taken all necessary organizational action to authorize the execution, delivery and performance of each of the Project Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings of the Term Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents or any of the Project Documents except (i) consents, authorizations, filings and notices described in Schedule 5.2, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 5.21 and in the Guarantee and Security Agreement. Each Loan Document has been duly executed and delivered on behalf of CSSW Parent, the Borrower and the Steel Winds Companies (to the extent it is a party thereto). Each Project Document to which any Subsidiary of the Borrower is party has been duly executed and delivered by such Subsidiary. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each of CSSW Parent, the Borrower and the Steel Winds Companies (to the extent it is a party thereto), enforceable against each such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Each Project Document to which any Subsidiary of the Borrower is party constitutes a legal, valid and binding obligation of such Subsidiary, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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Section 5.3No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law, conflict with or cause a breach of any provision of the Organizational Documents of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, conflict with, cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require the authorization, consent, waiver or approval under, any Contractual Obligation of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, except for any such events (other than conflicts or breaches of Organizational Documents) that could not reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents).

Section 5.4Principal Place of Business; Location of Records. The principal place of business of each of CSSW Parent, the Borrower and its Subsidiaries is at the location set forth on Schedule 5.4 (as the same may be updated on the Subsequent Closing Date and the Stetson II Funding Date), and no such Person has had any other principal place of business during the last six months except as set forth on Schedule 5.4. All of the books and records or true and complete copies thereof relating to the accounts and contracts of CSSW Parent, the Borrower and its Subsidiaries are and will be kept at such location.

Section 5.5Subsidiaries. The Borrower is the only Subsidiary of CSSW Parent. The Borrower does not have any Subsidiaries except for those listed in Schedule 5.5 (as the same may be updated on the Subsequent Closing Date, the Stetson II Effective Date or supplemented pursuant to Section 10.13). All of the issued and outstanding Equity Interests of the Borrower and each Subsidiary listed on Schedule 5.5 (as the same may be updated on the Subsequent Closing Date, the Stetson II Effective Date or supplemented pursuant to Section 10.13) are owned of record and beneficially as described in Schedule 5.5 (as the same may be updated on the Subsequent Closing Date, the Stetson II Effective Date or supplement pursuant to Section 10.13). Schedule 5.5 (as the same may be updated on the Subsequent Closing Date, the Stetson II Effective Date or supplemented pursuant to Section 10.13) sets forth the name and jurisdiction of organization of the Borrower and each Subsidiary and the ownership of the Equity Interests of the Borrower and each such Subsidiary. The Equity Interests of each of CSSW Parent, the Borrower and the Borrower’s Subsidiaries have been duly authorized and validly issued and are fully paid. There is no existing option, warrant, call, right, commitment or other agreement to which CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries outstanding that upon conversion or exchange would require, the issuance by CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries of any additional membership interests or other Equity Interests of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of CSSW Parent, the Borrower or the Borrower’s Subsidiaries.

Section 5.6Payment of Taxes. Each of CSSW Parent, the Borrower and the Borrower’s Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all returns, statements, forms and reports for taxes and all other material tax and

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informational returns (the “Returns”) that are required to be filed by it with respect to its income or operations. Each of CSSW Parent, the Borrower and the Borrower’s Subsidiaries has timely paid all taxes due pursuant to such Returns and all other material taxes, fees or other charges imposed on or with respect to its income or operations, except for such taxes, if any, subject to a Good Faith Contest. No tax lien has been filed with respect to any such tax, fee or other charges. Other than as set forth on Schedule 5.6, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of CSSW Parent, the Borrower and any of the Borrower’s Subsidiaries, threatened (either in writing or other official communication) by any authority regarding any taxes relating to CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries. Neither CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, or are aware of any circumstances that would cause the taxable years or other taxable periods of CSSW Parent, the Borrower and any of the Borrower’s Subsidiaries not to be subject to the normally applicable statute of limitations.

Section 5.7Financial Statements and Condition.

(a)The Historical Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except, in the case of unaudited financial statements, for normal year-end adjustments and for the absence of footnotes) and present fairly and accurately in all material respects the financial condition of the applicable Person. The Pro Forma Financial Statements of the Borrower and its Consolidated Subsidiaries have been properly completed on the basis of the assumptions set forth therein and have been prepared based upon historical information that was prepared in accordance with GAAP.

(b)Since March 31, 2009, there has been no event, development or occurrence that has had or could reasonably be expected to have a Material Adverse Effect, except as set forth on Schedule 5.7.

Section 5.8Accuracy of Information, Etc. No statement or information contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of CSSW Parent or the Borrower to any Agent or the Lenders or any of them for use in connection with the transactions contemplated by this Agreement, taken as a whole, contained, as of the date delivered, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading; provided that the foregoing representation is only made to the Borrower’s knowledge with respect to certifications, representations or statements made by parties other than CSSW Parent, the Borrower or any of their respective Affiliates. The projections and pro forma financial information contained in the materials referenced above and the Base Case Projections Model being delivered on the applicable Closing Date are based upon good faith estimates and assumptions believed by management of CSSW Parent and the Borrower to be reasonable at the time made; it being recognized by the Lenders that such projections and pro forma financial information as they relate to future events are not to be viewed as factual and that actual results during the period or periods covered by such financial information may differ from the projected

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results set forth therein by a material amount. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, any assumptions, projections, calculations and/or expectations with respect to the receipt of any ITC Grant by CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries are purely speculative and no Default or Event of Default under this Agreement or any other Loan Document shall arise or result from any such information being included in any Base Case Projections Model or otherwise being provided to the Administrative Agent, the Collateral Agent and/or the Lenders.  As of the Stetson II Effective Date, to the Borrower’s knowledge, the Stetson II Construction Budget and Annual Operating Plan (as defined in the Stetson Portfolio Financing Agreement) for the Stetson II Project (a) are based on reasonable assumptions, (b) are made in good faith and (c) are consistent with the provisions of the Stetson II Project Documents.

Section 5.9Construction of the Stetson II Project. To the knowledge of the Borrower (a) all work performed to date on the Stetson II Project has been performed in a good and workmanlike manner in accordance with the Material Project Documents for the Stetson II Project and all applicable Requirements of Law, in each case, in all material respects and (b) the Stetson II Project is expected to operate upon final completion in accordance with the Material Project Documents and all applicable Requirements of Law, in each case, in all material respects.

Section 5.10Title. Each of CSSW Parent, the Borrower and the Borrower’s Subsidiaries has good and sufficient title to, or valid leasehold interests in, all of its assets, real and personal, subject in the case of Subsidiaries of the Borrower to no Liens, except for Permitted Liens and in the case of CSSW Parent and the Borrower, no Liens other than the Liens of the Security Documents. Each Project Company owns, leases or has rights under easements, rights-of-way or similar instruments in real property sufficient to enable it to conduct its operations, including providing adequate ingress and egress to the Projects, except as could not reasonably be expected to have a Material Adverse Effect. Insofar as the Borrower has knowledge, no Subsidiary has been informed in writing by any owner(s) of any real property that any Subsidiary is in material breach of its obligations with respect to such Property, which breaches could reasonably be expected to have a Material Adverse Effect.

Section 5.11Litigation. There is no litigation, at law or in equity, or any action, suit, proceeding, hearing or investigation of, in or before any federal, state, provincial or municipal board or other Governmental Authority or arbitrator pending that CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries is subject to or, to the knowledge of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, threatened in writing against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect, and no Judgment has been issued against CSSW Parent, the Borrower or any of its Subsidiaries that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5.12Margin Stock.

(a)The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock and no part of the proceeds of the Term Loans will be used to purchase or carry any Margin Stock.

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(b)Neither the making of the Term Loans nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation U or Regulation X.

Section 5.13Employee Benefits. Except as set forth in Schedule 5.13, none of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries has, or at any point in the past has had, any employees, or maintained, sponsored, administered or participated in any Plan or any Foreign Plan or Foreign Benefit Arrangement. Except as could not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or could reasonably be expected to occur, (b) each of CSSW Parent, the Borrower and any of the Borrower’s Subsidiaries and each of their respective ERISA Affiliates is in compliance with (x) the provisions of ERISA, and all other Requirements of Law and published interpretations that are applicable to any Plan, Foreign Benefit Arrangement or Foreign Plan, and (y) the terms of such plan or arrangement, in each case, relating to any Plan, Foreign Plan and Foreign Benefit Arrangement and (c) all employer and employee contributions required by applicable Requirement of Law or by the terms of any Plan, Foreign Benefit Arrangement or Foreign Plan have been made, or, if applicable, accrued in accordance with normal accounting practices.

Section 5.14Environmental Matters. Except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect:

(a)Neither CSSW Parent, the Borrower nor any of the Borrower’s Subsidiaries has received or has knowledge of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding compliance with Environmental Laws with regard to any of the Projects or the business operated by such Person (the “Business”), nor does CSSW Parent, the Borrower or the Borrower’s Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened;

(b)Neither CSSW Parent, Borrower nor any of the Borrower’s Subsidiaries nor any of their respective Properties or operations are subject to any outstanding order, consent decree or settlement agreement with any Person relating to any Environmental Law or any Environmental Claim;

(c)CSSW Parent, the Borrower and its Subsidiaries: (i) are in compliance with, and have been in compliance with, all applicable Environmental Laws, (ii) holds, is in compliance with, and have been in compliance with, all Permits (each of which is in full force and effect) required by or issued under such Environmental Law for its Business and any intended operations and (iii) reasonably believes that any modifications to such Permits, or any additional Permits, that may be required of them will be timely obtained;

(d)There are no Hazardous Substances present at, on, under, in, or about any real property currently or formerly owned, leased or operated by CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, or at any other location (including any location to which Hazardous Substances have been sent for treatment, storage or disposal), which could reasonably be expected to (i) give rise to an Environmental Claim against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, (ii) interfere with the Business, or (iii) impair the fair saleable value of any of the Collateral;

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(e)There are no pending or, to the knowledge of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, threatened Environmental Claims to which the Borrower or any of the Borrower’s Subsidiaries, or to the knowledge of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, will be named; and

(f)Neither CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries has assumed or retained, by contract or, to the knowledge of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, by operation of law, any liabilities, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Hazardous Substances.

Section 5.15Investment Company Act of 1940. None of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

Section 5.16Solvency. Immediately upon giving effect to (a) the Term Loans being made on the date this representation and warranty is being made, (b) the disbursement and application of the proceeds of such Term Loans and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Borrower is and will be Solvent on the applicable Closing Date.

Section 5.17Compliance with Requirement of Laws and Permits. Each of CSSW Parent, the Borrower and each of its Subsidiaries is in compliance with all Requirements of Law and there are no current violations of any Requirements of Law affecting any of the Projects, in either case that could reasonably be expected to have a Material Adverse Effect, and neither CSSW Parent, the Borrower nor any of its Subsidiaries, to the knowledge of CSSW Parent or the Borrower, has received any notice of any actual or claimed violations of any Requirements of Law or any Governmental Approval affecting or relating to the development, use, occupancy or condition of any Project or the construction and operation of the Stetson II Project, in each case, which violation could be reasonably expected to have a Material Adverse Effect.

Section 5.18Labor Matters. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) there are no strikes, slowdowns, work stoppages, lockouts or other labor disputes against CSSW Parent, the Borrower or any of its Subsidiaries pending or, to the knowledge of CSSW Parent, the Borrower or any of its Subsidiaries, threatened (either in writing or otherwise in an overt manner), (b) hours worked by and payment made to employees of CSSW Parent, the Borrower and each of the Borrower’s Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters and (c) all payments due from CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries on account of employee health and welfare benefits have been paid or accrued as a liability on the books of the relevant entity.

Section 5.19Permits, Licenses and Approvals. Each of CSSW Parent, the Borrower and the Borrower’s Subsidiaries has taken all necessary action to obtain and maintain all Governmental Approvals that are necessary to conduct its business, except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect. Except as

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set forth on Schedule 5.19, each of the Borrower’s Subsidiaries has in full force and effect all necessary Governmental Approvals required to conduct its operations and for the construction of the Stetson II Project, other than Governmental Approvals which are non-discretionary ministerial permits obtainable in the ordinary course of business or whose absence could not reasonably be expected to have a Material Adverse Effect.  Each Governmental Approval and Permit listed in Schedule 5.19 which has not yet been obtained is of a type that is reasonably expected to be granted upon application and each such Governmental Approval or Permit is timely obtainable without material cost, difficulty or delay and will be obtained prior to becoming a necessary Governmental Approval.

Section 5.20Security Documents. The Security Documents are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the pledged shares described in the Security Documents, when certificates representing such pledged shares that are represented by certificates (together with undated transfer powers), if any, are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Documents, when financing statements and other filings specified on Schedule 5.20 in appropriate form are filed in the offices specified on Schedule 5.20, the Security Documents shall constitute a fully perfected lien on, and security interest in, all rights, titles and interests of CSSW Parent, the Borrower and the Steel Winds Companies in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except for, in the case of Liens on the Steel Winds Companies, Permitted Liens).

Section 5.21Regulatory Matters.

(a)None of CSSW Parent, the Borrower or the Borrower’s Subsidiaries (other than the Project Companies) is subject to regulation under the Federal Power Act (“FPA”) or any other Federal energy regulatory law as a “public utility” (or similar term) except each of CSSW Parent, the Borrower and each of the Borrower’s Subsidiaries (other than the Project Companies) are subject to regulation under Section 203 of the FPA as a “holding company”. Each of CSSW Parent, the Borrower and the Borrower’s Subsidiaries is entitled to an exemption from, or not subject to, regulation under the Public Utility Holding Company Act of 2005, as amended, and the Federal Energy Regulatory Commission’s implementing regulations (“PUHCA 2005”). Each Project Company has been determined by the Federal Energy Regulatory Commission (“FERC”) to be an Exempt Wholesale Generator or, in the case of the Steel Winds Project Company, is a qualifying facility under the Public Utility Regulatory Policies Act of 1978, as amended (a “QF”).

(b)Except as set forth on Schedule 5.21(b), each of the Project Companies (i) is subject to regulation under the FPA as a “public utility,” and (ii) is authorized by an order issued by FERC to make sales of energy, capacity and ancillary services at market-based rates pursuant to Section 205 of the FPA or, in the case of the Steel Winds Project Company, is exempt from Section 205 and Section 206 of the FPA pursuant to 18 C.F.R. § 292.601(c)(1), and each currently has, both market-based rate authority and blanket authorization to issue securities and assume liabilities pursuant to Section 204 of the FPA, as well as other waivers of regulations and blanket authorizations as are customarily granted by FERC to entities with market-based rate authority, or, in the case of the Steel Winds Project Company, is a QF

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exempt from Section 204 and other sections of the FPA pursuant to 18 C.F.R. § 292.601(c), and such orders and other waivers and blanket authorizations are in full force and effect, are final and all applicable periods for the filing of any request for rehearing or application for judicial review of any such order or such waivers and authorizations expired without any such request or application being filed. Except as set forth on Schedule 5.21(b), none of CSSW Parent, the Borrower or the Borrower’s Subsidiaries is subject to regulation as an electric utility or electric company (or similar term) or a public utility or public utility holding company (or similar term) under any applicable state Requirement of Law or otherwise subject to other state Requirements of Law or regulations respecting the rates charged by, or the financial or organizational regulation of, electric utilities, public utilities or their affiliates. None of the market-based rate authorizations or other waivers and blanket authorizations granted to any Project Company is the subject of any pending or, to the knowledge of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, threatened judicial or administrative proceeding.

(c)None of the Secured Parties nor any of their respective affiliates (as defined in PUHCA 2005) will, solely as a result of the execution and delivery of the Loan Documents and the performance of their obligations thereunder, the ownership and operation of the Projects by CSSW Parent, the Borrower and its Subsidiaries and the sale or transmission of energy therefrom, be subject to regulation under PUHCA 2005, the FPA or as an electric utility or electric company (or similar term) or a public utility or public utility holding company (or similar term) under any applicable state Requirement of Law or otherwise subject to other state Requirements of Law respecting the rates charged by, or the financial or organizational regulation of, electric utilities, public utilities or their affiliates.

(d)No consent, approval, authorization or other order of, or make a filing with, FERC, the New York State Public Service Commission or any other state or federal Governmental Authority is required to be obtained to execute, deliver and perform the Loan Documents.

Section 5.22Events of Loss or Eminent Domain. Neither the business nor the Properties (including the Projects) of CSSW Parent, the Borrower or any of its Subsidiaries have suffered any Event of Loss or Event of Eminent Domain.

Section 5.23Material Project Documents. The Borrower has delivered to the Administrative Agent and the Initial Lenders complete and correct copies of the Material Project Documents relating to (a) with respect to the Initial Closing Date, the Cohocton Project and the Stetson I Project, (b) with respect to the Subsequent Closing Date, the Steel Winds Project and (c) with respect to the Stetson II Effective Date, the Stetson II Project, in each case including any amendments, supplements or modifications with respect to any of the foregoing as of the applicable Closing Date.

Section 5.24No Default Under Material Project Documents. None of CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries is in default in the performance, observance or fulfillment of any obligations, covenants or conditions contained in any of the Material Project Documents and, to CSSW Parent’s, the Borrower’s and the Borrower’s Subsidiaries’ knowledge, no Project Participant is in default in the performance observance or fulfillment of any

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obligations, covenants or conditions contained in such Material Project Documents, in each case to the extent that such default could reasonably be expected to have a Material Adverse Effect.

Section 5.25No Default. No Default or Event of Default has occurred and is continuing.

Section 5.26Special Purpose Entity Status. CSSW Parent has not engaged in any business unrelated to the acquisition or ownership of, directly, the Equity Interests in the Borrower. The Borrower has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in (i) prior to the Stetson Reorganization, (A) the Stetson Holding Company, (B) New York Wind III and (B) the New Cohocton Holding Company and (ii) on and after the Stetson Reorganization, (A) the Stetson Intermediate Holding Company, (B) New York Wind III and (B) the New Cohocton Holding Company. New York Wind III has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Steel Winds Holding Company. The Steel Winds Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Steel Winds Project Company, the Cohocton Holding Company and Prattsburgh. The Stetson Intermediate Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Stetson Holding Company. The Stetson Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Stetson I Project Company and the Stetson II Project Company. The New Cohocton Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Cohocton Holding Company. The Cohocton Holding Company has not engaged in any business unrelated to the acquisition and ownership of, directly, the Equity Interests in the Cohocton Project Companies. None of the Borrower’s other Subsidiaries have engaged in any business other than the development, construction, ownership, operation and maintenance of the Projects.

ARTICLE 6

[RESERVED]

ARTICLE 7

REPORTS AND INFORMATION

Section 7.1Quarterly Financial Statements and Reports. The Borrower shall furnish to the Administrative Agent (for delivery to each Lender) as soon as available, and in any event within sixty (60) days after the end of each of the first three quarters of each Fiscal Year of the Borrower, consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of income, equity and cash flows of the Borrower and its Consolidated Subsidiaries for such quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail.

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Section 7.2Annual Financial Statements. The Borrower shall furnish to the Administrative Agent (for delivery to each Lender) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year of the Borrower, consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year and consolidated statements of income, equity and cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal Year, setting forth in comparative form the corresponding figures for the previous Fiscal Year, and accompanied by an unqualified opinion thereon from a firm of independent certified public accountants of recognized national standing (which firm shall be the auditor of the Parent or approved by the Majority Lenders) which opinion shall state that such financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such Fiscal Year in accordance with GAAP.

Section 7.3Accountant’s Letters. The Borrower shall furnish to the Administrative Agent (for delivery to each Lender) each audit response letter, accountant’s management letter and other written report, as applicable, submitted to the Borrower or one of its Subsidiaries by its independent public accountants in connection with an annual or interim audit of the books of the Borrower or any of its Subsidiaries promptly following the Borrower’s or such Subsidiary’s receipt thereof.

Section 7.4Officer’s Certificates. The quarterly and annual financial statements delivered pursuant to this Article 7 shall be accompanied by a Compliance Certificate signed by a Financial Officer of the Borrower, which certificate shall (i) set forth in reasonable detail the information and calculations necessary for determining compliance with Article 8 and other provisions of this Agreement referred to therein as of the last day of the applicable Fiscal Quarter or Fiscal Year of the Borrower, as the case may be, (ii) certifying that such Financial Officer has made or caused to be made a review of the transactions and financial condition of the applicable Person during the relevant fiscal period and that such financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such periods (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and absence of footnotes) and (iii) certifying that no Default or Event of Default exists or is continuing or, if any such event or condition existed or exists, the nature thereof and the corrective actions that the Borrower or the applicable Subsidiary has taken or proposes to take with respect thereto.

Section 7.5Annual Budget. As soon as available, but in any event not less than forty-five (45) days before the end of each Fiscal Year, the Borrower shall furnish to the Administrative Agent (for delivery to each Lender) a copy of its proposed draft annual budget with respect to each Project for the following Fiscal Year, the form of which shall be in detail reasonably acceptable to the Administrative Agent (for delivery to each Lender); provided that neither the Administrative Agent nor any Lender shall have any approval rights with respect to any such budget. Before the end of the Fiscal Year, the Borrower shall deliver to the Administrative Agent a final annual budget with respect to each Project for the following Fiscal Year, promptly after adopting the same, or making any material amendment or modification of such annual budget.

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Section 7.6Notice of Defaults. As soon as reasonably practicable, and in any event within three (3) Business Days after any Authorized Officer of CSSW Parent, the Borrower or any Subsidiary obtains knowledge thereof (i) any Default or Event of Default or (ii) any default with respect to any provision of any of the Project Documents that could reasonably be expected to have a Material Adverse Effect, a written notice of such event describing the same in detail reasonably satisfactory to the Administrative Agent (for delivery to each Lender), together with such notice, a description of what action that CSSW Parent, the Borrower or such Subsidiary has taken and/or proposes to take with respect thereto.

Section 7.7Reports to Other Creditors. Promptly after delivering the same to the Project Lenders or any other holders of debt securities or other Indebtedness, the Borrower shall furnish to the Administrative Agent (for delivery to each Lender), with respect to each Subsidiary, copies of any written monthly operating reports, monthly or periodic construction progress reports, engineering reports, insurance reports, environmental reports and compliance certificates, furnished to such Project Lenders or holders of the Subsidiaries of the Borrower pursuant to the terms of any Contractual Obligation and not otherwise required to be furnished to the Administrative Agent pursuant to any other provision of this Agreement, including any written operating reports, construction reports and other written operating, construction and financial information furnished to such Persons (but not, in any case, any ordinary course communications or ministerial notices). The Borrower shall also deliver, promptly after execution and delivery thereof, copies of all Material Additional Project Documents, any Replacement IPH Documents, any other replacement of a Material Project Document and any documentation, agreements, instruments and letters governing any Permitted Indebtedness and any amendments, supplements, waivers, or consents to any thereto.

Section 7.8Miscellaneous. The Borrower shall provide the Administrative Agent (for delivery to each Lender) with such other information as the Administrative Agent or the Lenders through the Administrative Agent may from time to time reasonably request respecting the business, Properties, financial condition or operations of CSSW Parent, the Borrower, the Borrower’s Subsidiaries, each of the Projects and the Project Documents.

Section 7.9Other Notices.

(a)The Borrower shall promptly, but in any event no later than five (5) Business Days after any Authorized Officer of CSSW Parent, the Borrower or any of its Subsidiaries obtains knowledge thereof or no later than five (5) Business Days after CSSW Parent, the Borrower or any Subsidiary of the Borrower delivers or receives any notice, give to the Administrative Agent (for delivery to the Lenders) notice of:

(i)            any litigation or proceeding affecting CSSW Parent, the Borrower or one of the Borrower’s Subsidiaries or a Project, which could reasonably be expected to have a Material Adverse Effect;

(ii)           any event of default or event of termination or acceleration under any Permitted Indebtedness (including copies of any notices of default delivered by the holders of such Indebtedness to CSSW Parent, the Borrower or any of its Subsidiaries

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and copies of any notices of default delivered by CSSW Parent, the Borrower and its Subsidiaries under Major Project Indebtedness);

(iii)(A) any fact, circumstance, condition, occurrence at, on, under or from any of the Projects (including any instance in which any bird, bat or other mammal, animal or plant protected under any Requirement of Law is killed, injured or otherwise affected) that results in a violation of any Environmental Law applicable to any of the Projects in any respect or that has resulted or may result in personal injury or Property damage or an Environmental Claim or otherwise or (B) any pending or threatened (either in writing or otherwise in an overt manner) Environmental Claim against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries, that, in either of cases (A) or (B), could reasonably be expected to have a Material Adverse Effect;

(iv)any Event of Loss to any Property of CSSW Parent, the Borrower or any Subsidiary of the Borrower, whether or not insured, through fire, theft, other hazard or Event of Loss, in excess of $5,000,000 for any single event or $20,000,000 in the aggregate in any calendar year;

(v)any receipt by the Borrower or one of its Subsidiaries of notice that (A) any event constituting force majeure or any claim by any Project Participant party thereto alleging that a force majeure event under any of the Material Project Documents has occurred or (B) any event constituting force majeure or any claim by any Project Participant party thereto alleging that a force majeure which affects any obligations under any of the other Project Documents has occurred, in either of cases (A) or (B), that has had or could reasonably be expected to have a Material Adverse Effect;

(vi)the termination, rescission or discharge (other than in accordance with its terms) of any material provision of any Material Project Document;

(vii)the occurrence of any ERISA Event, or the failure with respect to any Foreign Plan or Foreign Benefit Arrangement to comply with Requirements of Law, or the terms of such plan or arrangement, that, alone or together with any other ERISA Events or such failures that have occurred, could reasonably be expected to have a Material Adverse Effect;

(viii)any other event, circumstance, development or condition that could reasonably be expected to have a Material Adverse Effect; and

(ix)notice of the exercise of the cure provided for in Section 10.1(n)  of the Stetson Portfolio Financing Agreement, together with evidence of such exercise reasonably satisfactory to the Initial Lenders.

(b)A copy of each material amendment, waiver, consent, notice, demand or other written communication in respect of any rights or obligations of CSSW Parent, the Borrower or any Subsidiary of the Borrower given or received by CSSW Parent, the Borrower or any Subsidiary of the Borrower (i) pursuant to or relating to any of the Material Project Documents (including all written requests for amendments or waivers) or pursuant to or relating to any necessary Governmental Approval, or (ii) to or from any Governmental

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Authority relating in any way to any of the Projects, in each case in clause (i) or (ii) above, which notice, demand or correspondence is received or initiated other than in the Ordinary Course of Business and could reasonably be expected to result in a Material Adverse Effect; including, for avoidance of doubt, (A) any pending or threatened (in writing or otherwise in an overt manner) application or proceeding by or before any Governmental Authority for the purpose of revoking, terminating, withdrawing, suspending, modifying or withholding any materially necessary Governmental Approval, (B) any written request by a Project Participant for an arbitration proceeding under any Material Project Document, and (C) any Taking.

ARTICLE 8

FINANCIAL COVENANT

Until all of the Obligations (other than inchoate Obligations) shall have been paid in full and the Lenders shall have no commitments hereunder, the Borrower hereby covenants and agrees that, as of each date set forth below, the aggregate outstanding principal amount of the Term Loans, including any PIK Interest added to the principal amount of outstanding Term Loans, plus the aggregate outstanding principal amount of all Major Project Indebtedness of all Subsidiaries of the Borrower shall not exceed the maximum amount set forth below opposite the corresponding date on which such amount shall be measured:

as of December 31, 2012	$	293,300,000
as of December 31, 2014	$	270,700,000
as of December 31, 2016	$	248,200,000

; provided that each of such maximum amounts on each of the corresponding dates shall be reduced in an amount equal to the sum of the amount by which the Cohocton Major Indebtedness Prepayment Trigger is reduced pursuant to clause 1(a)(ii) or 1(b)(ii), as applicable, of the definition of “Cohocton Permitted Indebtedness” and the amount by which the Stetson Major Indebtedness Prepayment Trigger is reduced pursuant to clause 1(a)(ii) or (1)(b)(ii), as applicable, of the definition of “Stetson Permitted Indebtedness”.

ARTICLE 9

AFFIRMATIVE COVENANTS

On and after the date hereof, until all of the Obligations (other than inchoate Obligations) shall have been paid in full and the Lenders shall have no commitments hereunder, the CSSW Parent and the Borrower each covenants as follows:

Section 9.1Existence and Business. Each of CSSW Parent and the Borrower shall, and shall cause each of the Borrower’s Subsidiaries to (a)(i) preserve, renew and keep in full force and effect its organizational existence and good standing, and (ii) maintain all rights, privileges and franchises necessary for the maintenance of its existence and the normal conduct of its business, (b) comply in all material respects with all Organizational Documents applicable

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to it and (c) obtain, renew, preserve and maintain in full force and effect and comply with all its necessary licenses and Governmental Approvals, except, with respect to clause (c) above, to the extent that failure to do so or to comply therewith, as applicable, would not reasonably be expected to have a Material Adverse Effect.

Section 9.2Name and Location. Each of CSSW Parent and the Borrower shall, and shall cause each of the Borrower’s Subsidiaries to, maintain its name, its jurisdiction of organization, its “location” (as defined in Section 9-307 of the UCC), its organizational type and its Federal Employee Identification Number unless the Borrower shall have given the Collateral Agent 30 days’ prior written notice prior to any such change (or 10 days’ prior written notice of a change in name) and all actions reasonably requested by the Collateral Agent to preserve and perfect the Liens of the Security Documents with respect to the Collateral shall have been taken.

Section 9.3Compliance with Laws. Each of CSSW Parent and the Borrower shall, and shall cause each of the Borrower’s Subsidiaries and shall take all commercially reasonable steps to cause each of its tenants, contractors and invitees to, conduct its business in compliance with all applicable Requirements of Law, including all necessary Governmental Approvals and Environmental Laws, except where any failure to comply could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, and except that CSSW Parent, the Borrower or the applicable Subsidiary may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of any such Requirement of Law or Governmental Approval, so long as (a) none of the Secured Parties, CSSW Parent, the Borrower or the Subsidiaries of the Borrower would be subject to any criminal or other liability for failure to comply therewith and (b) such contest does not involve any material risk of the sale, forfeiture or loss of any of the Collateral or the Projects.

Section 9.4Taxes and Other Obligations. Each of CSSW Parent and the Borrower shall, and shall cause each of the Borrower’s Subsidiaries to duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, (a) all material taxes, assessments and other governmental charges, imposed upon it and its Properties, sales and activities, or upon the income or profits therefrom, as well as the claims for labor, materials, or supplies which, if unpaid, might by Requirement of Law result in a Lien upon any of its properties and (b) all material utility and other governmental charges incurred in the ownership, operation, maintenance, use, occupancy and upkeep of its business; provided, however, that each of CSSW Parent, the Borrower and any of the Subsidiaries of the Borrower may engage in a Good Faith Contest with respect to any such tax, assessment, charge, levy, claim or obligation and, in such event, may permit the tax, assessment, charge, levy, claim or obligation to remain unpaid during any period, including appeals, and (c) in conformance with customary trade terms (but not later than one hundred twenty (120) days from the due date in the case of trade debt), all lease obligations, trade debt and all other Indebtedness incident to its operations. The Borrower and its Subsidiaries shall cause all material applicable Returns to be filed.

Section 9.5Maintenance of Properties. Each of CSSW Parent and the Borrower shall, and shall cause each Subsidiary of the Borrower to, maintain, keep and preserve all of its Properties, including the Projects, in good repair and working order in all material respects, ordinary wear and tear excepted. Each of CSSW Parent and the Borrower shall, and shall cause

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each of the Borrower’s Subsidiaries to, operate and maintain the Projects in accordance with Prudent Utility Practice.

Section 9.6Insurance. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, maintain with financially sound and reputable insurers insurance against such hazards and risks and liability to persons and property to the extent and in a manner required by the terms of Major Project Indebtedness Documents or, if no such requirements exist, as is customary for companies in similar businesses similarly situated and in any event in accordance with Prudent Industry Practice. On reasonable request of the Administrative Agent from time to time, the Borrower will render to the Administrative Agent a statement in reasonable detail as to all insurance coverage required by this Section 9.6.

Section 9.7Records and Accounts. Each of CSSW Parent and the Borrower shall, and shall cause each of the Borrower’s Subsidiaries to (a) maintain reasonably adequate management information and cost control systems and (b) maintain a system of accounting in accordance with GAAP. In the event that any such Person replaces its existing auditors for any reason, such Person shall appoint and maintain as auditors another firm of independent public accountants, which firm shall be nationally recognized.

Section 9.8Inspection. At any reasonable time and from time to time upon reasonable notice from the Administrative Agent or the Lenders, as applicable, each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, permit the Administrative Agent and the Initial Lenders on behalf of the other Lenders to examine and make copies of and abstracts from the records and books of account of, and visit the Properties (including the Projects) of, such Person and to discuss the affairs, finances and accounts of such Person with any of their (or the Operators’) officers or directors and with their independent accountants; provided that so long as no Event of Default is then continuing, the Borrower shall not be required to reimburse the Administrative Agent and the Initial Lenders for more than one visit in any twelve consecutive month period. The Administrative Agent, Initial Lenders and the other Lenders shall be bound by the confidentiality provisions set forth in Section 13.20 hereof with respect to information obtained in connection with any inspection conducted pursuant to this Section 9.8.

Section 9.9[Reserved].

Section 9.10Separateness Covenants. Each of CSSW Parent and Borrower shall comply with the separateness covenants set forth in its respective Organizational Documents.

Section 9.11Security Documents. Each of CSSW Parent and the Borrower shall take, and shall cause the Steel Winds Companies to take, all actions necessary or reasonably requested by the Administrative Agent or Collateral Agent to maintain each Security Document in full force and effect and enforceable in accordance with its terms and to maintain and preserve the Liens created by the Security Documents and the perfection and priority thereof, including (i) making filings and recordings, (ii) making payments of fees and other charges, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties and (vi) taking all

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other actions either necessary or otherwise reasonably requested by the Administrative Agent or Collateral Agent to ensure that all Collateral (including any after-acquired property of CSSW Parent, the Borrower and the Steel Winds Companies intended to be covered by any Security Document) is subject to a valid and enforceable perfected first-priority (except for, in the case of the Liens on the Steel Winds Project, Permitted Liens) Lien in favor of the Collateral Agent for the benefit of the Secured Parties. In furtherance of the foregoing, (A) each of CSSW Parent and the Borrower shall, and shall cause each of the Steel Winds Companies to, ensure that all Property acquired by it intended to be covered by a Security Document shall become subject to the Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) each of CSSW Parent and the Borrower shall not open or maintain any bank or securities account without first taking all such actions as may be necessary or otherwise reasonably requested by the Administrative Agent or the Collateral Agent to ensure that such bank account is subject to a valid and enforceable perfected first priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties and the “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC) of the Collateral Agent.

Section 9.12Project Documents. Without limiting the amendment, modification, waiver and consent rights of CSSW Parent, the Borrower and the Borrower’s Subsidiaries permitted by Section 10.11, each of CSSW Parent and the Borrower shall, and shall cause each of the Borrower’s Subsidiaries to (i) preserve, protect and defend its rights under each and every Project Document, including (where necessary or appropriate) prosecution of suits to enforce any material right of the Borrower (or Subsidiary, as applicable) thereunder and enforcement of any claims with respect thereto and (ii) perform and observe all of its covenants and agreements contained in the Project Documents, except in the case of clause (i) and (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 9.13[Reserved.]

Section 9.14Hedging Requirements.

(a)Subject to the provisions of clause (c) and Sections 10.11 and 11.1(j), each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, maintain in full force and effect the Initial Power Hedging Documents and/or, if applicable, any Replacement IPH Document entered in to in accordance with Section 11.1(j); provided that, in the event that any Replacement IPH Document has a term that is less than the remaining term of the Initial Power Hedging Documents or the Replacement IPH Document that such agreement has replaced as permitted by Section 11.1(j) (such shortfall in term, the “Non-hedged Term”), then on or prior to the expiration or termination of such Replacement IPH Document, each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, enter into one or more additional Replacement IPH Documents until expiration of the Non-Hedged Term that in the aggregate will cover the Non-hedged Term for, in each case, the longest term it can obtain on commercially reasonable terms using up to the amount of collateral support that was required to be provided under the Initial Power Hedging Documents that was originally replaced with such Replacement IPH Documents.

(b)Within sixty (60) days after the incurrence of any Permitted Project Indebtedness (including the Stetson Portfolio Financing), each of CSSW Parent and the

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Borrower shall, and shall cause one of its Subsidiaries to, enter into Hedging Agreements as may be necessary to ensure that at least fifty percent (50%) of the aggregate principal amount of all Permitted Project Indebtedness of the Borrower and its Subsidiaries either (i) is subject to interest rate protection or (ii) bears a fixed rate of interest.

(c)Within ninety (90) days after the Stetson II COD, each of CSSW Parent and the Borrower shall, and shall cause one of its Subsidiaries, to enter into Commodity Hedge/Power Sales Agreement(s) with respect to the Stetson II Project that cover(s) in the aggregate not less than twenty (20) GWh per year for a minimum term of five (5) years.

Section 9.15Clipper Bankruptcy. Upon the occurrence of a bankruptcy, insolvency or similar event under Debtor Relief Laws with respect to Clipper, each of CSSW Parent and the Borrower shall, and shall cause each of the Borrower’s Subsidiaries to, diligently pursue its respective rights to obtain on behalf of CSSW Parent, the Borrower and the Borrower’s Subsidiaries ***** related to Clipper turbines owned by the Project Companies.

Section 9.16Further Assurances. Each of CSSW Parent and the Borrower shall, and shall cause each Subsidiary of the Borrower to, execute and deliver to the Agents all such documents and instruments and do all such other acts and things as may be necessary or reasonably required by the Agents to exercise and enforce their rights under the Loan Documents and to record and file and re-record and re-file all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be necessary or reasonably required by the Agents to preserve and protect the position of the Agents under the Loan Documents and the validity, enforceability, perfection and priority of the Liens on the Collateral.

Section 9.17Mandatory Prepayment of Reserves.

(a)If as of any Interest Payment Date there exists Excess Reserves for the Calculation Period ending on such Interest Payment Date (calculated by the Borrower on such Interest Payment Date), then each of CSSW Parent and the Borrower shall cause one or more Subsidiaries to pay an amount, in the aggregate, equal to such Excess Reserve (less the dollar amount of prepayments previously and actually made under this Section 9.17(a) using the cash proceeds of Equity Contributions and made as an offset to such Excess Reserves) either, at their option, toward the prepayment of Major Project Indebtedness or toward the prepayment of the Obligations.

(b)Independent of the requirements of Section 9.17(a), if any cash amounts of a Subsidiary of the Borrower are held in a Distribution Reserve Account under the terms of Major Project Indebtedness of such Subsidiary or are otherwise trapped from being distributed by such Subsidiary for a period of twelve (12) months or more, then each of CSSW Parent and the Borrower shall deliver to the Administrative Agent (who shall promptly forward such notice to the Lenders and seek direction) a written notice thereof and reasonably detailed information regarding the failure to satisfy the applicable distribution conditions (the “Distribution Reserve Prepayment Notice”). Within ten (10) days after receipt of the Distribution Reserve Prepayment Notice, the Administrative Agent may elect, at the direction of the Majority Lenders, by delivery of a written notice to the Borrower, to waive the further

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requirements of this Section 9.17(b)  with respect to the amounts covered by such Distribution Reserve Prepayment Notice. If the Administrative Agent does not timely provide the waiver described in the previous sentence, the Borrower shall cause such Subsidiary to apply such cash amounts toward the prepayment of such Major Project Indebtedness in lieu of distribution to the Borrower when and so long as such prepayment is permitted under, and no default will exist under, the terms of such Major Project Indebtedness as a result thereof (including no requirement to replenish the amounts being withdrawn from the Distribution Reserve Account or that are otherwise trapped) and no prepayment premium will be required under the terms of such Major Project Indebtedness in connection with any such prepayment that cannot be fully paid using the cash amounts in the Distribution Reserve Account or that are otherwise trapped.

Section 9.18Use of Proceeds. The proceeds of the Term Loans will be used (i) in connection with the Initial Closing Date, for general corporate purposes, (ii) in connection with the Subsequent Closing Date, to effect the Lehman Tax Equity Buyback and, if any remaining proceeds, for general corporate purposes, (iii) in connection with the Stetson II Funding Date, to pay construction costs for the Stetson II Project and if any remaining proceeds, for general corporate purposes and (iv) to pay transaction expenses incurred in connection with the transactions contemplated by the Loan Documents and the Equity Documents.

Section 9.19FERC Approval. Upon the occurrence and continuation of an Event of Default, if the Administrative Agent has accelerated the Obligations of the Borrower pursuant to Section 11.3 hereof, each of CSSW Parent and the Borrower will, and will cause each of the Borrower’s Subsidiaries to, cooperate with the Lenders as may be reasonably necessary for the Collateral Agent to obtain any approvals or authorizations from the FERC as may be required for the Collateral Agent, at the written direction of the Majority Lenders, to foreclose on the Collateral.

Section 9.20Accuracy of Budgets. The budgets to be furnished to the Lenders by or on behalf of the Borrower after the Initial Closing Date will be based upon good faith estimates and assumptions believed by management of CSSW Parent, the Borrower and the applicable Subsidiaries to be reasonable at the time made.

Section 9.21Market-Based Rate Authority. Each of CSSW and the Borrower shall, and shall cause each of its Subsidiaries to, take or cause to be taken all necessary or appropriate actions so that each Subsidiary (if such Subsidiary directly owns or leases a Project or is otherwise a “public utility” under the FPA) will be authorized by FERC to sell wholesale electric power at market-based rates with all waivers of regulations and blanket authorizations (including under Section 204 of the FPA) as are customarily granted by FERC to entities authorized to sell wholesale electric power at market-based rates, in each case to the extent such authorization is required for such Subsidiary to sell wholesale electric power at market-based rates in accordance with all Requirements of Law.

Section 9.22Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the

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Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificated, deliver to the Collateral Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the Borrower and the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become a party to the Guarantee and Security Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to the Steel Winds Companies, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a certificate of an Authorized Officer of each Steel Winds Company, substantially in the form of the certificate provided pursuant to Section 3.2(a)(iii), with appropriate insertions and attachments, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) deliver to the Collateral Agent each deposit account control agreement required to be delivered pursuant to the Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of the Steel Winds Project Company with respect to the Steel Winds Project is in existence as of the Subsequent Closing Date, then the Steel Winds Companies shall be required to become a party to the Guarantee and Security Agreement and satisfy the other requirements of this Section 9.22, upon the termination, expiration and discharge of such LC Indebtedness or LC Conversion Indebtedness, as the case may be.

Section 9.23[Reserved.].

Section 9.24Independent Director. The Borrower shall appoint an initial independent director or member (or equivalent thereof) to the board of directors or other equivalent governing body of the Borrower whose consent shall be required for any bankruptcy or insolvency filing by the Borrower. At the Majority Lenders’ request, the Borrower shall remove the initial independent director or any successor and appoint a successor independent director satisfactory to the Majority Lenders.

Section 9.25Cohocton Holding Company. Promptly following the Subsequent Closing Date, but in no event later than sixty (60) days following the Subsequent Closing Date (a) pursuant to documentation (including the Organizational Documents of the New Cohocton Holding Company) reasonably satisfactory to the Majority Lenders, the Borrower will form the New Cohocton Holding Company, a direct Subsidiary of the Borrower in which the Borrower will own directly 100% of the Equity Interests and cause such Subsidiary to own directly 100% of the Equity Interests in the Cohocton Holding Company, which will continue to own, directly, 100% of the Equity Interests in the Cohocton Project Companies; (b) the Borrower shall pledge all of its Equity Interests in the New Cohocton Holding Company to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement and shall have taken all actions for the creation and perfection of a first priority Lien thereon as necessary or reasonably requested by the Collateral Agent or any Lender or otherwise required hereunder, including under Section 9.11 hereof, and under the Security Documents and (c) the Borrower shall have

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delivered a certificate of an Authorized Officer certifying that in connection with the formation of the New Cohocton Holding Company and the transfer of such Equity Interests to the New Cohocton Holding Company described above (i) no Governmental Approvals or notices to or consents, approvals or filings of or with any Governmental Authority are required to be obtained or made and (ii) no notices to or consents, approvals of or filings with any other Person are required to be obtained or made other than (w) consent under the HSHN Parent/Turbine Facilities, (x) consent by the lenders under the Cohocton Mini-Perm Financing, (y) consent under that certain ISDA Master Agreement, dated as of August 21, 2007, by and between the Cohocton Holding Company and Credit Suisse Energy LLC, as amended by that certain First Amendment to ISDA Master Agreement, dated as of August 20, 2008, as further amended by that certain Second Amendment to ISDA Master Agreement, dated as of December 11, 2008, and as further amended by that certain Third Amendment to ISDA Master Agreement, dated as of March 27, 2009, as amended by the Schedule to the 1992 ISDA Master Agreement and the Confirmation, dated as of August 21, 2007 and (z) other non-material notices, consents, approvals or filings, each of which have been obtained or made and are in full force and effect, and attaching thereto copies of any such notices, consents, approvals and filings.

Section 9.26Stetson II Project. The Borrower shall construct, or cause the Stetson II Project to be constructed in accordance with the the Stetson II Turbine Supply Agreement, the EPC Contract, the Stetson II Construction Budget and Prudent Utility Practices.

Section 9.27Post Stetson Prepayment Obligation to Sell. Notwithstanding anything to the contrary in this Agreement, this Section 9.27 provides the sole remedy available to the Administrative Agent and Initial Lenders if at any time after payment of the Stetson Prepayment an Event of Default under Section 11.1(b) occurs as a result of Indebtedness of the Stetson Companies (but without limiting the rights or remedies of the Administrative Agent or the Lenders with respect to any other Defaults or Events of Default that may exist at any time). After the occurrence and during the continuance of an Event of Default described in the prior sentence, the Administrative Agent may deliver a written instruction (the “Stetson Sale Instruction”) to the Borrower to commence the sale of the Equity Interests held by the Borrower in the Stetson Intermediate Holding Company to a third party. During the 180 day period (or such longer period as permitted by the Majority Lenders in writing) after the Borrower’s receipt of the Stetson Sale Instruction (the “Stetson Sale Period”), the Borrower shall commence and diligently pursue the sale of such Equity Interests, using commercially reasonable efforts to maximize the value received for such Equity Interests upon sale. The Administrative Agent shall cooperate with the Borrower’s reasonable requests in connection with the conduct and consummation of such sale. No such sale shall occur without the prior approval of the Majority Lenders. Any failure to comply with this covenant will constitute an immediate Event of Default and terminate the Stetson Sale Period. The Borrower shall deliver to the Administrative Agent 100% of the cash proceeds and any other consideration received in connection with such sale immediately after receipt thereof (or if requested shall direct the buyer to make any payment or delivery directly to the Administrative Agent), to be applied toward the prepayment of the Term Loans in accordance with Section 4.4. During the Stetson Sale Period, such Event of Default shall not be considered an Event of Default hereunder and interest on the Term Loans shall not accrue at the Default Rate. If the aforementioned sale has not been consummated before the expiration of the Stetson Sale Period, such Event of Default shall be deemed an Event of Default

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hereunder and the Administrative Agent and Lenders shall be entitled to exercise any and all remedies available under this Agreement and the other Loan Documents, at law or in equity.

ARTICLE 10

NEGATIVE COVENANTS

On and after the date hereof, until all of the Obligations (other than inchoate Obligations) shall have been paid in full and the Lenders shall have no commitments hereunder, each of CSSW Parent and the Borrower covenants that neither CSSW Parent, the Borrower nor any of the Borrower’s Subsidiaries will:

Section 10.1Restrictions on Indebtedness; Paying Premiums. (a) Create, incur, suffer or permit to exist, or assume or guarantee, either directly or indirectly, or otherwise become or remain liable with respect to, any Indebtedness other than Permitted Indebtedness or (b) pay any prepayment or redemption premium or other prepayment penalty in an amount that exceeds the Premium Cap.

Section 10.2Restriction on Liens. Create, incur, assume or suffer to be created, assumed, incurred or to exist any Lien upon any of its property, whether now owned or hereafter acquired, except Permitted Liens; provided that, with respect to CSSW Parent and the Borrower, the only Liens permitted are the Liens created pursuant to the Security Documents and Permitted Liens described in clauses (b), (f) and (i) of the definition thereof.

Section 10.3Investments. Make any advance, loan, extension of credit (by way of Contingent Obligation or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any acquisition of assets constituting a business unit of, or make any other investment in, any other Person (all of the foregoing, “Investments”), except Permitted Investments; provided that, with respect to CSSW Parent and the Borrower, the only Investments permitted are Cash Equivalents and Permitted Investments described in clauses (i), (j), (l), (m), (s) and (t) of the definition thereof.

Section 10.4Dispositions of Assets. Sell, lease, assign, transfer, convey or otherwise dispose of any of its Property (including any sale/leaseback or Qualified Tax Equity Financings but excluding sales of power, capacity or renewable energy credits under the Project Documents existing on the applicable Closing Date or Additional Project Documents that are permitted by Sections 10.11 and 10.17), whether now owned or hereafter acquired, except (each, a “Permitted Disposition”):

(a)The disposition of obsolete or worn out Property or other Property no longer useful in the business of CSSW Parent, the Borrower and the Borrower’s Subsidiaries, in each case in the Ordinary Course of Business;

(b)The sale or transfer (i) by any Subsidiary of any Property (including Equity Interests) to the Borrower, (ii) by any Cohocton Company of Property (including Equity Interests) to any direct or indirect parent thereof, but not above the Borrower, (iii) by any Stetson Company of any Property (including Equity Interests) to any direct or indirect parent thereof, but not above the Borrower or (iv) by any Steel Winds Company of any Property

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(other than Equity Interests) to any direct or indirect parent thereof, but not above the Borrower;

(c)Permitted Distributions;

(d)Non-exclusive licenses of intellectual property in the Ordinary Course of Business;

(e)Other dispositions in an aggregate amount not to exceed $1,500,000 in the aggregate per Fiscal Year;

(f)Any sale of Equity Interests of either the Steel Winds Holding Company or the Steel Winds Project Company made in connection with a Qualified Tax Equity Financing with respect to the Steel Winds Project;

(g)The Steel Winds Reorganization;

(h)The Stetson Transmission Line Reorganization, subject to the satisfaction or waiver by the Majority Lenders of the Stetson Transfer Conditions;

(i)The disposition of assets affected by an Event of Loss;

(j)Sales of Cash Equivalents; or

(k)The Stetson Reorganization.

Section 10.5Reserved.

Section 10.6Mergers, Consolidation, Etc. Except as expressly permitted under the Loan Documents, enter into any merger or consolidation with or acquire (other than as permitted by Section 10.3) all or substantially all of the assets of any Person, or the business, Property or fixed assets of, or Equity Interests of, any Person constituting any division or line of business or other business unit of any Person, or sell, assign, lease, transfer, convey or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or liquidate, wind-up or dissolve its organizational existence (or suffer any liquidation or dissolution), except in connection with a Permitted Disposition.

Section 10.7Distributions. With respect to CSSW Parent and the Borrower only, make any Distribution, other than the following (collectively, “Permitted Distributions”):

(a)with respect to each of the Cohocton Project, the Stetson I Project and the Stetson II Project, upon and after the receipt of an ITC Grant with respect to such Projects, up to the applicable Distributable ITC Amount;

(b)for so long as the CSSW Parent or the Borrower is either a disregarded entity or a partnership for tax purposes under the Code, Distributions with respect to such entity’s Equity Interests to permit the direct and indirect holders of such Equity Interests to pay

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U.S. federal, state and local income taxes actually due and owing by them at the time of the Distribution that are solely attributable to their direct or indirect distributive share of the CSSW Parent’s or the Borrower’s taxable income (such Distributions made pursuant to this Section 10.7(b), “Borrower Tax Distributions”);

(c)so long as such amounts do not constitute Excess Permitted Project Indebtedness, an amount equal to the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from the proceeds of any Refinancing Indebtedness that exceeds the amount of Major Project Indebtedness being refinanced; and

(d)Distribution of the net cash proceeds of the Term Loans so long as the Borrower has complied with Section 9.18 (including the payment of transaction expenses).

Section 10.8Sale and Leaseback. Enter into any arrangement with any Person providing for the leasing by CSSW Parent, the Borrower or any Subsidiary of the Borrower of real or personal property that has been sold or transferred by CSSW Parent, the Borrower or any Subsidiary of the Borrower to such Person or to another Person to whom funds have been or are to be advanced by such Person on the security of such Property or rental obligations of CSSW Parent, the Borrower or the Borrower’s Subsidiaries.

Section 10.9Transactions with Affiliates. Enter into any transaction or agreement, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate of CSSW Parent, the Borrower or the Borrower’s Subsidiaries, unless such transaction is (a) otherwise permitted under this Agreement, (b) in the Ordinary Course of Business of CSSW Parent, the Borrower and the Borrower’s Subsidiaries, and (c) upon fair and reasonable terms no less favorable to CSSW Parent, the Borrower or such Subsidiary (on the whole) than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; provided, however, that the foregoing restriction shall not apply to (i) the execution and performance of the Loan Documents and the transactions contemplated thereby, (ii) any transactions with the directors, employees or equity holders of the Borrower or any of the Subsidiaries for customary compensation (including bonus payments made to employees), (iii) any operations and maintenance agreements, administrative services agreements and any other affiliate agreements identified on Schedule 3.1(d), Schedule 3.2(d) or Schedule 3.3(f), as such agreements may be amended, restated, modified or replaced from time to time, but only to the extent such amendments, restatements, modifications or replacements are not adverse to the Lenders in any material respect and (iv) Permitted Distributions.

Section 10.10Organizational Documents. Amend, modify or change its Organizational Documents (including the Steel Winds Project Company LLC Agreement) in a manner that is materially adverse to the rights of the Lenders (it being understood that, any amendment, modification or other change to the separateness covenants therein shall be materially adverse to such rights) or take any action that would impair the value of or rights of the Lenders under such Organizational Documents.

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Section 10.11Amendment of Material Project Documents; Material Additional Project Documents; Stetson II Construction Period.

(a)Amend, modify, waive or enter into any change order, or consent to the amendment, modification of or waiver of, or entering into any change order to, any of the Material Project Documents to which CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries is a party or waive or consent to a waiver of, any material provision thereof (each, an “Agreement Change”) unless:

(i)one of the following conditions is met:

(A)such Agreement Change is of a ministerial nature;

(B)such Agreement Change could not reasonably be expected to have a Material Adverse Effect and the Borrower shall have delivered to the Administrative Agent and the Lenders a certificate to that effect;

(C)such Agreement Change is approved by the Majority Lenders (such approval not to be unreasonably withheld, delayed or conditioned);

(D)such Agreement Change is an obligation of CSSW Parent, the Borrower or such Subsidiary pursuant to the terms of this Agreement or any other Loan Document or is expressly permitted thereby; or

(E)the terms of such Agreement Change, individually or together with a series of directly related Agreement Changes, increases regular, bonus and similar payments to be made by the CSSW Parent, the Borrower or such Subsidiary thereunder by an amount in excess of $5,000,000 (or during the Stetson II Construction Period with respect to Agreement Changes under the EPC Contract, $10,000,000 in the aggregate for all such Agreement Changes) over the term of applicable Major Project Document, (it being acknowledged and agreed that this clause (E) shall not create any presumption that Agreement Changes above such $5,000,000 threshold (or $10,000,000, as applicable) are material or constitute a Material Adverse Effect for any purpose under this Agreement);

provided that, in addition to the above conditions, no amendment, modification or waiver to any of the Initial Power Hedging Documents or any Replacement IPH Document shall be permitted which will result in a reduction of the Committed Capacity from sales of energy, ancillary services, capacity or other related products or services from any Project pursuant to such agreement, or shorten the term of any such agreement.

(b)Except as set forth in clause (c) below, enter into any Material Additional Project Document.

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(c)Enter into any Material Additional Project Document which is a Material Power Document (but excluding any Replacement IPH Document, the terms of which are governed by Section 11.1(j)) unless, (i) if such Material Power Document is a Commodity Hedge/Power Sales Agreement then it shall be a Permitted Power Document and the Borrower shall so certify, (ii) the counterparty is a Permitted Power Counterparty and (iii) the Borrower certifies that its entry into such Material Power Document could not reasonably be expected to have a Material Adverse Effect.

Section 10.12Amendment of Major Project Indebtedness. Cause, consent to, or permit any amendment, modification, waiver or other change to, any of the terms of any Major Project Indebtedness Document that would (a) increase the Yield as measured on the Amendment Measurement Date and the amount of fees (including any fees or similar amounts paid in connection with any amendment, waiver, extension or roll-over of such Major Project Indebtedness) (such fees to be equated to interest based on a four-year average life to maturity) by more than three percent (3%) in the aggregate for all increases in respect of such Major Project Indebtedness provided in the related Major Project Indebtedness Documents, (b) add any mandatory premiums or penalties in excess of the Premium Cap or (c) without the prior written consent of the Initial Lenders (i) amend, modify, waive or change (x) any terms of Section 10.1(n) of the Stetson Portfolio Financing Agreement or (y) during the Stetson II Construction Period, any other terms of the Stetson Portfolio Financing Agreement and any related loan documents in a manner that is adverse in any material respect to the rights or remedies of the Initial Lenders or (ii) during the Stetson II Construction Period, enter into any Refinancing of the Stetson Portfolio Financing (other than, for the avoidance of doubt, in connection with the exercise of cure rights contemplated by Section 11.2(b) hereof).

Section 10.13Subsidiaries. (a) With respect to CSSW Parent, form, create or acquire any Subsidiary (it being understood that the Borrower shall be the only direct Subsidiary of CSSW Parent), (b) with respect to the Borrower, form, create or acquire any Subsidiary (it being understood that the only direct Subsidiaries of the Borrower shall be (i) New York Wind III, (ii) the New Cohocton Holding Company and (iii) the Stetson Intermediate Holding Company), (c) with respect to any Project Company, form, create or acquire any Subsidiary, except as permitted in connection with the Stetson Transmission Line Reorganization, (d) with respect to New York Wind III and the Steel Winds Holding Company, form, create or acquire any Subsidiary (it being understood that, after the formation of the New Cohocton Holding Company pursuant to Section 9.25, the Steel Winds Holding Company shall be the only direct Subsidiary of New York Wind III and the Steel Winds Project Company shall be the only direct Subsidiary of the Steel Winds Holding Company) and (e) with respect to any other Subsidiary of the Borrower, form, create or acquire any Subsidiary that is not a wholly owned domestic Subsidiary reasonably necessary in connection with the business or financings of such Subsidiaries and the Projects. Prior to the formation, creation, or acquisition of any Subsidiary (other than in connection with the Stetson Transmission Line Reorganization or the Stetson Reorganization), the Borrower will provide at least fifteen (15) days’ prior notice of such formation, creation or acquisition to the Administrative Agent and the Initial Lenders, together with an updated Schedule 5.5 reflecting such information and copies of all Organizational Documents executed in connection therewith.

Section 10.14Replacement of Operator. Unless required to do so under the terms of Major Project Indebtedness Document or pursuant to an exercise of remedies by a lender

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thereunder, replace the Operator of any Project, other than with a replacement operator of such Project that has recognized knowledge and expertise in providing management, operations and maintenance services to wind energy generation projects in North America similar to such Project and that has been approved in writing by the Majority Lenders, which approval shall not be unreasonably withheld.

Section 10.15Abandonment of Project. Willfully and voluntarily abandon, suspend or cease the operation and maintenance activities at any Project for a continuous period of more than sixty (60) days (an “Event of Abandonment”); provided, however, that any such suspension or cessation that arises from an Event of Loss, a Requirement of Law, an event of force majeure, curtailment or failure to be dispatched, or other bona fide business reasons shall not constitute an Event of Abandonment, in each case, so long as the relevant Subsidiary is taking commercially reasonable actions to overcome or mitigate the effects of the cause of the suspension or cessation so that maintenance and/or operations, as the case may be, can be resumed.

Section 10.16Special Purpose Entity Status. With respect to CSSW Parent, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Borrower and entering into and performing obligations under the Loan Documents. With respect to the Borrower, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in (i) the Stetson Intermediate Holding Company, (ii) New York Wind III and (iii) the New Cohocton Holding Company, and the entry into and performance of obligations under the Loan Documents. With respect to New York Wind III, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Steel Winds Holding Company and the entry into and performance of obligations under the Loan Documents. With respect to the Steel Winds Holding Company, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Steel Winds Project Company and the entry into and performance of obligations under the Loan Documents. With respect to the Stetson Intermediate Holding Company, engage in any business unrelated to the acquisition and ownership, directly, of the Equity Interests in the Stetson Holding Company and the entry into and performance of obligations under the Loan Documents. With respect to any other Subsidiary of the Borrower, other than a Project Company, engage in any business unrelated to the ownership, operation and maintenance of the Project Companies. With respect to Prattsburgh, engage in any business unrelated to the Unwind of its Properties and business. With respect to any Project Company, engage in any business unrelated to the ownership, operation and maintenance of the Projects.

Section 10.17Hedging Agreements. Enter into or become a party to (a) any Commodity Hedge/Power Sales Agreement other than the Initial Power Hedging Documents, any Replacement IPH Document or any other Permitted Power Document or (b) any other Hedging Agreement other than Hedging Agreements in the Ordinary Course of Business or entered into in accordance with Section 9.14(b) and not for speculative purposes.

Section 10.18Administrative Services Agreement With respect to the Stetson Companies, enter into or become a party to any administrative services agreement where the aggregate annual reimbursement limits for the Stetson I Project and Stetson II Project exceed the maximum aggregate amount set forth below opposite the corresponding date on which such amount shall be measured.

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During the period commencing on the Stetson II Effective date and ending on December 31, 2010	$600,000.
During the period commencing on January 1, 2011 and ending on December 31, 2012	(a) $400,000 if the Stetson I Project Company and Stetson II Project Company have not distributed to Borrower at least $6,000,000 per year for the trailing twelve (12) months; or
	(b) $800,000 if the Stetson I Project Company and Stetson II Project Company have distributed to Borrower at least $6,000,000 per year for the trailing twelve (12) months.
Thereafter	(a) $400,000 if the Stetson I Project Company and Stetson II Project Company have not distributed to Borrower at least $8,000,000 per year for the trailing twelve (12) months; or
	(b) $800,000 if the Stetson I Project Company and Stetson II Project Company have distributed to Borrower at least $8,000,000 per year for the trailing twelve (12) months.

ARTICLE 11

EVENTS OF DEFAULT AND REMEDIES

Section 11.1Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder:

(a)The Borrower shall fail to pay (i) when due all or any portion of any principal payment required under the Loan Documents; or (ii) within three (3) Business Days after the same shall become due and payable, any interest accrued payable under the Loan Documents; or (iii) within five (5) Business Days after the same shall become due and payable, any other amount payable under the Loan Documents; or

(b)CSSW Parent, the Borrower or any Subsidiary of the Borrower shall default (i) in the payment of any principal or unpaid reimbursement obligations on any of its Indebtedness (other than the Term Loans, but including any Contingent Obligation in respect of Indebtedness) on the scheduled or original due date or (ii) in making any payment of any interest or other amount on any such Indebtedness (other than the Term Loans, but including any Contingent Obligation in respect of Indebtedness) beyond the grace period, if any, provided in the instrument or agreement under which such Indebtedness was created; provided

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that any default, event or condition described in clause (i) or (ii) of this paragraph (b) shall not at any time constitute an Event of Default (A) unless, at such time, one or more defaults, events or conditions of the type described in clauses (i) or (ii) of this paragraph (b) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $20,000,000, and (B) so long as the entire outstanding principal amount of such Indebtedness has not become due (with no further cure periods for payment thereof) or has not been accelerated prior to its stated maturity or a payment of principal is not made at maturity, such default, event or condition is not cured, remedied or waived within 180 days after the date on which the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) is permitted to cause such Indebtedness to become due prior to its stated maturity (the “Standstill Period”); provided, further, that notwithstanding the above, during the Stetson II Construction Period, the occurrence of an “Event of Default” (under and as defined in the Stetson Portfolio Financing Agreement and any Refinancing thereof) relating to or in any way arising from the Stetson II Project Company or Stetson II Project shall constitute an Event of Default under this Agreement; or

(c)Any representation, warranty or certification made or deemed made by any Person in any Loan Document or contained in any notice or other certificate, agreement, document, financial statement or other statement delivered pursuant hereto or thereto, shall prove to have been incorrect in any material respect as of the date made or deemed made; provided that if such misstatement is capable of being remedied and has not caused a Material Adverse Effect, the Borrower may correct such misstatement by delivering a correction notice of such misstatement to the Administrative Agent in form and substance satisfactory to the Majority Lenders within 30 days after obtaining actual knowledge of such misstatement; or

(d)CSSW Parent, the Borrower or any Subsidiary of the Borrower shall fail to:

(i)perform, observe or comply with, any covenant, obligation or agreement (A) set forth in Section 9.1(a) (Existence and Business) with respect to the Borrower, Section 7.6 (Notice of Defaults), Section 9.17(a) (Mandatory Prepayment of Reserves) or Article 10 (Negative Covenants) (other than Sections 10.7 and 10.9) of this Agreement at any time or (B) set forth in Section 7.1 (Quarterly Financial Statements and Reports), Section 7.2 (Annual Financial Statements), Section 9.10 (Separateness Covenants), Section 9.14 (Hedging Requirements), Section 9.17(b) (Mandatory Prepayment of Reserves), Section 9.18 (Use of Proceeds), Section 9.25 (Cohocton Holding Company), Section 9.26 (Stetson II Project), Section 10.7 (Distributions) or Section 10.9 (Transactions with Affiliates), within five (5) Business Days after the earlier of (x) receipt by such Person of written notice from the Administrative Agent or any Lender of such failure and (y) the time at which an Authorized Officer of such Person became aware of such failure;

(ii)perform, observe or comply with, any covenant, obligation or agreement set forth in this Agreement or in any other Loan Document (other than any such failure described in the immediately preceding clause (i)), and such failure described in this clause (ii) shall not be cured within thirty (30) days after the earlier of (x) receipt by such Person of written notice from the Administrative Agent or any Lender of such

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failure and (y) the time at which an Authorized Officer of such Person became aware of such failure; or

(e)(i) Any Loan Document is revoked or invalidated or otherwise shall cease to be in full force and effect (other than in accordance with its terms), or (ii) any of CSSW Parent, the Borrower or any Subsidiary of the Borrower or any of their respective Affiliates shall, in a litigation proceeding, contest the validity or enforceability of any Loan Document or deny that it has any liability or obligation thereunder; or

(f)Any Judgment (or Judgments) is rendered against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries in an aggregate amount in excess of $20,000,000 for CSSW Parent, the Borrower and its Subsidiaries and such Judgments are (i) not fully covered by third party insurance and (ii) not satisfied by CSSW Parent, the Borrower or such Subsidiary, as applicable, within thirty (30) days from the entry thereof; or

(g)(i) CSSW Parent, the Borrower or any Subsidiary of the Borrower shall commence any case, proceeding or other action (A) under any Debtor Relief Law, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against CSSW Parent, the Borrower or any Subsidiary of the Borrower, any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of sixty (60) days; or (iii) there shall be commenced against CSSW Parent, the Borrower or any Subsidiary of the Borrower, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) CSSW Parent, the Borrower or any Subsidiary of the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) CSSW Parent, the Borrower or any Subsidiary of the Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) CSSW Parent, the Borrower or any Subsidiary of the Borrower shall make a general assignment for the benefit of its creditors; or

(h)A Change of Control shall occur; or

(i)The Nominee Agreement shall terminate or cease to be in full force and effect to provide beneficial ownership and control of the Equity Interests in and assets and operations of the Cohocton Holding Company and the Cohocton Project Companies in New York Wind III, or is amended in any manner adverse to the Lenders, other than as a result of the Lehman Tax Equity Buyback and the Steel Winds Reorganization, or the Borrower shall cease to own and control all rights and privileges to direct the ownership and activities of the Cohocton Holding Company and Cohocton Project Companies; or

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(j)(a) Any Material Project Document (x) ceases to be valid and binding and in full force and effect before its scheduled termination in accordance with the terms thereof (including by virtue of a termination prior to its normal expiration), or (y) is replaced by CSSW Parent, the Borrower or any Subsidiary of the Borrower or assigned by any Project Participant thereto, (b) an event of default under, notice of termination of or similar right to terminate, a Material Project Document shall have occurred and be continuing due to a breach by the Borrower, one of its Subsidiaries or a Project Participant thereunder or (c) a bankruptcy, insolvency or similar event under any Debtor Relief Law shall have occurred with respect to any Project Participant party to a Material Project Document unless such Project Participant is continuing to perform all of its material obligations thereunder and such bankruptcy, insolvency or similar event under any Debtor Relief Law has not resulted in a Material Adverse Effect; provided that none of the foregoing in clauses (a), (b) or (c) shall constitute an Event of Default:

(i)if such Material Project Document is not an Initial Power Hedging Document or any previous Replacement IPH Document, (A) such event referred to above has not had, and could not reasonably be expected to result in, a Material Adverse Effect or (B) within 180 days(or within 90 days with respect to the EPC Contract during the Stetson II Construction Period) after the occurrence of such event referred to above, such event has been cured or the Borrower or the applicable Subsidiary shall have entered into a replacement arrangement that either (I) has received any required Major Project Indebtedness Approval or (II)(1) is with a comparable counterparty or as otherwise approved by the Majority Lenders (not to be unreasonably withheld, delayed or conditioned) and (2) is on substantially similar terms as the replaced Material Project Document, or

(ii)if such Material Project Document is an Initial Power Hedging Document or any previous Replacement IPH Document, within 180 days after the occurrence of such event referred to above, such event has been cured or the applicable Subsidiary has entered into one or more replacement Commodity Hedge/Power Sales Agreements covering the Committed Capacity of the agreement being replaced (each, a “Replacement IPH Document”) that (A) has received Major Project Indebtedness Approval to the extent applicable and required, (B) is with a counterparty that is a Permitted Power Counterparty, (C) is a Permitted Power Document, (D) has a term at least equal to the remaining term of the agreement being replaced unless a Permitted Power Document with such remaining term would require the Borrower and its Subsidiaries to post collateral support that exceeds the amount of collateral support required under the terms of the agreement being replaced (in which case the applicable Subsidiary shall enter into a Replacement IPH Document with the longest term it can obtain on commercially reasonable terms using the amount of collateral support that it was required to provide under the agreement being replaced) and (E) the Borrower shall have certified that entry into such Replacement IPH Document could not reasonably be expected to result in a Material Adverse Effect; or

(k)(i) the occurrence of any ERISA Event, or the failure with respect to any Foreign Plan or Foreign Benefit Arrangement to comply with applicable laws, regulations and interpretations, or the terms of such plan, shall have occurred, (ii) a trustee shall be appointed

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by a United States District Court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan, or (iv) a complete or partial withdrawal by any of CSSW Parent, the Borrower and any of the Borrower’s Subsidiaries or any of their respective ERISA Affiliates from any Multiemployer Plan shall have occurred, or any Multiemployer Plan shall enter reorganization status, become insolvent, or terminate (or notify CSSW Parent, the Borrower or any Subsidiary of its intent to terminate) under Section 4041A of ERISA, and in each case in clauses (i) through (iv) above, such event or condition, together with all other such events or conditions, described in this Section 11.1(k), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or

(l)(i) Any of the Security Documents shall, except pursuant to the terms thereof, be terminated or shall cease to be in full force and effect (or the Borrower shall wrongfully so assert) or (ii) any of the Secured Parties shall cease to have a first priority, perfected Lien on any Collateral; or

(m)Any Governmental Approval shall be revoked, terminated, withdrawn, suspended, modified or withheld or shall cease to be in full force and effect or any proceeding is commenced to revoke, terminate, withdraw, suspend, modify or withhold such Governmental Approval, unless, in any such case, such failure, revocation, termination, withdrawal, suspension, modification, withholding or failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect; or

(n)A Total Loss shall have occurred; or

(o)The Lehman Tax Equity Buyback shall be deemed, found to be, declared or made unenforceable or void or shall otherwise not be effective or be unwound for any reason (an “Unwind Event”) and the parties to the Lehman Tax Equity Buyback are unable to reconsummate the transaction prior to the earliest of (i) 180 days after such Unwind Event occurs, (ii) any direct assertion in writing by Lehman First Wind Holdings, LLC that it is entitled to own and control directly or indirectly any Equity Interests in or rights or privileges to direct the ownership or activities of the Cohocton Holding Company and the Cohocton Project Companies or otherwise have any rights, claims or interests in any assets, property or revenues of the Cohocton Project, the Cohocton Holding Company or the Cohocton Project Companies and (iii) a Governmental Authority determining that the reconsummation of the transaction is prohibited by a Requirement of Law or otherwise not approving the reconsummation of the Lehman Tax Equity Buyback (such period, the “Tax Equity Standstill Period”); or

(p)The construction of the Stetson II Project shall have been willfully and voluntarily abandoned for a period in excess of 45 consecutive days; provided, however, that any suspension or cessation that arises from an Event of Loss, a Requirement of Law, an event of force majeure or other bona fide business reasons shall not constitute an abandonment, in each case, so long as the Stetson II Project Company is taking commercially reasonable actions to overcome or mitigate the effects of the cause of such suspension or cessation so that construction can be resumed.

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Section 11.2Steel Winds Project and Stetson II Project Event of Default.

(a)Notwithstanding any provision to the contrary in this Agreement, if an Event of Default hereunder arises from a circumstance or occurrence solely with respect to the Steel Winds Project, the Steel Winds Holding Company or the Steel Winds Project Company (and not with respect to the Cohocton Project, the Stetson I Project or the Cohocton Companies and the Stetson Companies), so long as such circumstance or occurrence would have no material adverse impact on CSSW Parent, the Borrower and the Borrower’s Subsidiaries and their assets, taken as a whole, and would not result in any material liability to CSSW Parent, the Borrower or the Borrower’s Subsidiaries (other than to the assets of the Steel Winds Project, the Steel Winds Holding Company or the Steel Winds Project Company), then automatically, without further action, upon the partial repayment of the Term Loans, in a principal amount equal to $15,000,000, plus accrued interest (including any PIK Interest applicable thereto) less 15/115 of payments and prepayments of principal on the Term Loans made after the Subsequent Closing Date, then such Event of Default shall be deemed cured and shall no longer constitute an Event of Default hereunder. Subsequent to such repayment, solely for purposes of giving rise to an Event of Default under the Loan Documents the Borrower shall not be bound by any covenants contained in this Agreement as relates solely to the Steel Winds Holding Company or the Steel Winds Project Company and any determination of a Default or Event of Default hereunder shall exclude all circumstances or occurrences with respect to the Steel Winds Project or the other assets of the Steel Winds Holding Company or the Steel Winds Project Company, so long as such circumstance or occurrence would have no material adverse impact on CSSW Parent, the Borrower and the Borrower’s Subsidiaries and their assets, taken as a whole, and would not result in any material liability to CSSW Parent, the Borrower or the Borrower’s Subsidiaries (other than to the assets of the Steel Winds Project and Steel Winds Holding Company or the Steel Winds Project Company).

(b)In the event that (x) an Event of Default under the second proviso of Section 11.1(b) has been cured by CSSW Parent, the Borrower or a Stetson Company pursuant to Section 10.1(n) of the Stetson Portfolio Financing Agreement or (y) during the period commencing on July 31, 2010 and ending on the Stetson II COD, the security interests held by the lenders under the Stetson Portfolio Financing in the Stetson II Project and the Equity Interests in the Stetson II Project Company have been terminated and released and the Stetson II Project Company has been fully released from all obligations under the Stetson Portfolio Financing or any Refinancing thereof, including with respect to obligations relating to collateral, and has been removed from all representations, warranties, covenants and events of default thereunder (and the Borrower shall have delivered to the Administrative Agent notice and reasonably satisfactory evidence of the foregoing), the Borrower, the Administrative Agent and the Initial Lenders hereby agree that the changes to the indebtedness baskets, reserve lines, restricted payments, financial covenant levels, required hedging, administrative services agreements and other similar changes shall be restored to those levels and terms set forth in the Original Credit Agreement and that they will promptly enter into an amendment to this Agreement to reflect such changes. In addition, subsequent to such cure under the second proviso of Section 11.1(b) before the Stetson II Funding Date, solely for the purpose of giving rise to an Event of Default under the Loan Documents and only to the extent the Stetson II Project Company and Stetson II Project are and remain fully released and discharged, including with respect to obligations relating to collateral, the Borrower shall not be bound by any covenants contained in this Agreement as relates solely to the Stetson II Project Company and any determination of a Default or Event of Default hereunder shall exclude any circumstance or

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occurrence with respect to the Stetson II Project or any other assets of the Stetson II Project Company, so long as such circumstance or occurrence should have no material adverse impact on CSSW Parent, the Borrower and the Borrower’s Subsidiaries and their assets, taken as a whole, and would not result in any material lien or material liability of CSSW Parent, the Borrower or the Borrower’s Subsidiaries.

Section 11.3Acceleration.

(a)If an Event of Default specified in paragraph (g) of Section 11.1 shall occur with respect to the Borrower, Term Loans (with accrued interest thereon) and all other amounts owing under the Loan Documents shall immediately become due and payable.

(b)Subject to Section 9.27, if any Event of Default (other than the Event of Default referred to in Section 11.3(a)) shall occur, then the Administrative Agent (acting at the written direction of the Majority Lenders) may by notice to the Borrower declare the Term Loans, all accrued and unpaid interest thereon and all other amounts owing to the Lenders under the Loan Documents to be due and payable, whereupon the same shall become immediately due and payable.

(c)Except as expressly provided above in this Section 11.3, presentment, demand, protest and all other notices and other formalities of any kind are hereby expressly waived by the Borrower.

Section 11.4Other Remedies. Subject to Section 9.27, upon the occurrence and during the continuation of an Event of Default:

(a)The Collateral Agent may, with the written consent of the Majority Lenders, and shall, at the written direction of the Majority Lenders, exercise any or all rights and remedies at law or in equity (in any combination or order that the Majority Lenders may elect), including without limitation or prejudice to the Collateral Agent’s other rights and remedies that are available under any of the Loan Documents.

(b)CSSW Parent and the Borrower hereby appoint the Collateral Agent (acting on the instruction of the Majority Lenders) as the attorney-in-fact of CSSW Parent and the Borrower, with full power of substitution, and in the name of CSSW Parent and the Borrower, if the Collateral Agent, at the direction of the Majority Lenders, or the Majority Lenders elect to do so at any time after the Term Loans have been declared immediately due and payable pursuant to this Article 11, to: (i) advance and incur such expenses as the Majority Lenders deem reasonably necessary, (ii) endorse the name of CSSW Parent or the Borrower on any checks or drafts, representing proceeds of any insurance policies, or other checks or instruments payable to CSSW Parent or the Borrower, (iii) take every action with respect to the Loan Documents which CSSW Parent or the Borrower may take under law or in equity and (iv) prosecute or defend any action or proceedings incident to the foregoing. The power-of-attorney granted hereby is a power coupled with an interest and is irrevocable. The Collateral Agent shall have no obligation to undertake any of the foregoing actions, and, if it takes any

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such action it shall have no liability to CSSW Parent or the Borrower to continue the same or for the sufficiency or adequacy thereof.

(c)Any funds of any Lender or the Collateral Agent (including the proceeds of any Term Loans) used for any purpose referred to in this Section 11.4, whether or not in excess of the relevant Term Loans, shall (i) be governed hereby, (ii) constitute a part of the Obligations secured by the Security Documents, (iii) bear interest at the Default Rate, and (iv) be payable upon demand by such Lender or the Collateral Agent, as applicable.

Section 11.5Distribution of Proceeds. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, in the event that following the occurrence or during the continuance of any Event of Default, the Agents or any Lender receives any monies on account of the Obligations from the Borrower or otherwise, such monies shall be distributed for application as follows:

(a)First, to the payment of or the reimbursement of, the Agents for or in respect of all costs, fees, expenses, disbursements and losses that shall have been incurred or sustained by the Agents in connection with the collection of such monies by the Agents, or in connection with the exercise, protection or enforcement by the Agents of all or any of the rights, remedies, powers and privileges of the Agents or the Lenders under this Agreement or any other Loan Document;

(b)Second, to the payment of all interest, including interest on overdue amounts, and late charges, then due and payable with respect to the Term Loans, allocated among the Lenders pro rata in accordance with their respective outstanding principal amount of Term Loans;

(c)Third, to the payment of the outstanding principal balance of the Term Loans (including any applicable Call Premium and PIK Interest), allocated among the Lenders pro rata in accordance with their respective outstanding principal amount of Term Loans;

(d)Fourth, to any other outstanding Obligations, allocated among the Lenders pro rata in accordance with their respective outstanding principal amount of Term Loans; and

(e)Fifth, the excess, if any, after all Obligations have been indefeasibly paid in full in cash, shall be returned to the Borrower or to such other Persons as are lawfully entitled thereto or as a court of competent jurisdiction may direct.

ARTICLE 12

THE AGENTS

Section 12.1Appointment and Authorization.

(a)Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such

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capacity to take such action on its behalf under the provisions of this Agreement and each other Loan Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement or any such other Loan Document, together with such powers as are reasonably incidental thereto.

(b)Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Collateral Agent, in such capacity to take such action on its behalf under the provisions of this Agreement and each other Loan Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement or any such other Loan Document, together with such powers as are reasonably incidental thereto.

(c)Each of the Lenders authorizes, respectively, each Agent to execute, deliver and perform each of the Loan Documents to which such Agent is or is intended to be a party and each Lender agrees to be bound by all of the agreements of such Agent contained in the Loan Documents.

(d)Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities to the Lenders except those expressly set forth herein and in the other Loan Documents, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents. Without limiting the generality of the foregoing sentence, the use of the terms “Administrative Agent,” and “Collateral Agent,” in this Agreement with reference to the Administrative Agent and the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead, such terms are used merely as a matter of market custom, and are intended to create or reflect only a relationship between independent contracting parties.

Section 12.2Delegation of Duties. Each of the Agents may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the Agents shall be responsible to the Lenders for the gross negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

Section 12.3Liability of the Agents. None of the Agents or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates shall (a) be liable to the Lenders for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own fraud, gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Secured Parties or any other Person for any recital, statement, representation or warranty made by CSSW Parent, the Borrower or any Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Loan Document, or for

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the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. None of the Agents or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates shall be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the Properties, books or records of CSSW Parent, the Borrower or any Affiliate of the Borrower.

Section 12.4Reliance by the Agents. Each of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation in good faith believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to CSSW Parent and the Borrower), independent accountants and other experts selected by any such Agent. Each of the Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document (a) if such action would, in the opinion of such Agent (upon consultation with counsel), be contrary to applicable Requirements of Law or the terms of any Loan Document, (b) if such action is not specifically provided for in the Loan Documents to which such Agent is a party, and it shall not have received such advice or concurrence of the Majority Lenders as it deems appropriate, or (c) unless, if it so requests, such Agent shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Majority Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Secured Parties.

Section 12.5Notice of Default.

(a)The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “Notice of Default.” If the Administrative Agent receives any such notice of the occurrence of a Default or an Event of Default, it shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be requested by the Majority Lenders in accordance with this Article 12; provided, however, that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

(b)The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Collateral Agent shall have received written notice from the Administrative Agent, a Lender, or the Borrower referring to

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this Agreement, describing such Default or Event of Default and stating that such notice is a “Notice of Default”. If the Collateral Agent receives any such notice of the occurrence of a Default or an Event of Default, it shall give notice thereof to the Administrative Agent and the Lenders. The Collateral Agent shall take such action with respect to such Default or Event of Default, and such action on behalf of the Secured Parties under any other Loan Document as may be requested by the Majority Lenders; provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default or other Loan Document as it shall deem advisable or in the best interest of the Lenders.

Section 12.6Credit Decision. Each Lender acknowledges that none of the Agents or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates has made any representation or warranty to it, and that no act by any of the Agents hereafter taken, including any review of the Projects or of the affairs of CSSW Parent, the Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by any Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, Property, financial and other condition and creditworthiness of CSSW Parent, the Borrower, its Subsidiaries, the Projects, the value of and title to any Collateral, and all applicable bank regulatory Requirements of Law relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, Property, financial and other condition and creditworthiness of CSSW Parent, the Borrower, its Subsidiaries and the Projects. Except for notices, reports and other documents expressly required pursuant to any Loan Document to be furnished to the Lenders by the Agents, the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of the Projects, of CSSW Parent, of the Borrower or its Subsidiaries, which may come into the possession of any Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.

Section 12.7Indemnification of Agents.

(a)Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata in accordance with the aggregate principal amount of the Term

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Loans held by such Lender from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates of any portion of such Indemnified Liabilities resulting solely from such Person’s fraud, gross negligence or willful misconduct.

(b)The undertakings of the Lenders in this Section 12.7 shall survive the payment of all Obligations hereunder and the resignation or replacement of any Agent.

(c)To the extent permitted by applicable Requirement of Law, no party shall assert, and each party hereby waives, any claim against any Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this agreement, any Loan Document or any agreement or instrument contemplated hereby, or any Term Loan or the use of proceeds thereof, except for claims in respect of a breach of the confidentiality provisions contained herein or the gross negligence or willful misconduct of any Agent or any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.

Section 12.8Agents in Individual Capacities. Each of the Agents and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with CSSW Parent, the Borrower or their respective Affiliates as though such Agent were not an Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, an Agent or its Affiliates may receive information regarding CSSW Parent, the Borrower or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of CSSW Parent, the Borrower or such Affiliates) and acknowledge that the Agents shall be under no obligation to provide such information to them. Any Agent which is also a Lender hereunder shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include such Agent in its individual capacity.

Section 12.9Successor Agents.

(a)Subject to the appointment and acceptance of a successor as provided below, each of the Administrative Agent and the Collateral Agent may resign at any time by giving notice thereof to the other Agent, the Lenders and the Borrower, and each such Agent may be removed at any time with or without cause by the Majority Lenders. So long as no Default or Event of Default has occurred and is continuing, the Borrower may make a request in writing to the Lenders for the removal of an Agent, stating its reasons for such requested removal, but such removal shall in any event require the affirmative vote of the Majority Lenders in their sole and absolute discretion. Upon any such resignation or removal, the Majority Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) to appoint a successor to the applicable Agent. If no successor Agent shall have been appointed by the Majority Lenders, and shall have

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accepted such appointment within 30 days after the resigning Agent’s giving of notice of resignation or the giving of any notice of removal of any such Agent, then the resigning Agent or Agent being removed, as the case may be, may appoint a successor to such Agent. If the Collateral Agent shall resign or be removed pursuant to the foregoing provisions, upon the acceptance of appointment by a successor Collateral Agent hereunder, the former Collateral Agent shall deliver all Collateral then in its possession to the successor Collateral Agent. Upon the acceptance of its appointment as a successor Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of such resigning or removed Agent, and such resigning Agent or removed Agent shall be discharged from its duties and obligations hereunder.

(b)After any Agent’s resignation or removal, the provisions of this Article 12 and of Sections 13.1 and 13.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent.

Section 12.10Registry. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to the assignment by any Lender to an assignee pursuant to Section 13.11, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Section 12.11Force Majeure. The Administrative Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Administrative Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the

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unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility.

Section 12.12Reliance by Administrative Agent. Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent, it is understood that in all cases the Administrative Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the Majority Lenders, as it deems appropriate. This provision is intended solely for the benefit of the Administrative Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

ARTICLE 13

MISCELLANEOUS

Section 13.1Costs and Expenses. CSSW Parent and the Borrower, jointly and severally shall, whether or not the transactions contemplated hereby are consummated and whether or not any of the following are incurred before or after the applicable Closing Date, pay, within ten (10) Business Days after demand, (a) in accordance with the terms of the Engagement Letter, all properly documented reasonable costs and expenses of the Agents and the Initial Lenders in connection with the preparation, negotiation, execution, due diligence, delivery, filing and recording of this Agreement and the other Loan Documents and any other documents which may be delivered in connection herewith or therewith, including without limitation Attorney Costs and consultants fees and expenses approved by the Borrower of the Administration Agent and the Initial Lenders, (b) all properly documented reasonable costs and expenses (including Attorney Costs) of the Agents and the Initial Lenders in connection with the administration of this Agreement and the other Loan Document, including in connection with any amendment, modification, waiver or consent with respect to any provision contained in this Agreement or any other Loan Document, and (c) all properly documented reasonable costs and expenses (including Attorney Costs) in connection with (i) any and all amounts which the Agents and the Lenders have incurred in connection with any Event of Default under this Agreement or any other Loan Document and (ii) any and all amounts which any Agent or Lender has incurred in connection with the enforcement or attempted enforcement of, or the investigation or preservation of any rights or remedies under, this Agreement or any other Loan Document. In addition, without duplication of amounts paid as Other Taxes pursuant to Section 4.5(c), CSSW Parent and the Borrower, jointly and severally, shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Loan Documents, or any other document which may be delivered in connection with this Agreement, and agree to hold the Secured Parties harmless from and against any and all liabilities with respect to or resulting from any delay by CSSW Parent or the Borrower in paying or omission to pay such taxes and fees, provided that CSSW Parent and the Borrower shall not be responsible for any penalties, interest and expenses relating to such taxes

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and fees that are determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from fraud, gross negligence or willful misconduct of the Secured Parties.

Section 13.2Indemnity.  Whether or not the transactions contemplated hereby are consummated:

(a)CSSW Parent and the Borrower, jointly and severally, shall pay, indemnify, save and hold each Secured Party and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact and Affiliates (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, charges, expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Term Loans or the termination, resignation or replacement of any Agent or any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to, or arising out of, this Agreement or any other Loan Document, including the Security Documents and any other document or instrument contemplated by or referred to herein or therein, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to the exercise by any Secured Party of any of its respective rights or remedies under any of the Loan Documents, and any investigation, litigation or proceeding (including any bankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to this Agreement or any other Loan Document or the Term Loans, or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that Indemnified Liabilities shall not include Taxes governed by Section 4.5 and shall not include Excluded Taxes, and neither CSSW Parent nor the Borrower shall have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from the fraud, gross negligence or willful misconduct of such Indemnified Person.

(b)Environmental Indemnity. Without in any way limiting the generality of the other provisions contained in this Section 13.2, CSSW Parent and the Borrower, jointly and severally, agree to defend, protect, indemnify, save and hold harmless each Indemnified Person, whether as beneficiary of any of the Security Documents, as a mortgagee in possession, or as successor-in-interest to CSSW Parent or the Borrower, by foreclosure deed or deed in lieu of foreclosure, or otherwise, from and against any and all liabilities, obligations, losses, damages (including foreseeable and unforeseeable consequential damages and punitive claims), penalties, fees, claims, actions, judgments, suits, costs, disbursements (including, without limitation, Attorney Costs and consultants’ fees and disbursements) and expenses (collectively, “Losses”) of any kind or nature whatsoever that may at any time be incurred by, imposed on, asserted or awarded against any such Indemnified Person directly or indirectly, based on, or arising out of, or resulting from, (A) the actual or alleged presence of Hazardous Substances on, in, under or affecting all or any portion of the Property whether or not the same originates or emanates from the Property or any property adjoining or adjacent to the Property or from properties at which any Hazardous Substances generated, stored or handled by CSSW Parent, the Borrower or any of its Subsidiaries were released or disposed of, (B) any Environmental Claim relating to the Projects or (C) the exercise of any Secured Party’s rights

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under any of the provisions of the Security Documents (the “Indemnified Matters”), whether any of the Indemnified Matters arise before or after foreclosure of any of the security interests or other taking of title to all or any portion of the Projects by any Secured Party, including, without limitation, (x) the costs of removal or remediation of any and all Hazardous Substances from all or any portion of the Property, any property adjoining or adjacent to the Property, (y) additional costs required to take reasonable precautions to protect against the release of Hazardous Substances on, in, under, from or affecting the Property into the environment, including air, any body of water, any other public domain or any surrounding areas, and (z) costs incurred to comply, in connection with all or any portion of the Property or any surrounding areas, with all applicable Environmental Laws with respect to Hazardous Substances, except to the extent that any such Indemnified Matter is determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from fraud, gross negligence or willful misconduct of such Indemnified Person.

(c)Defense of Actions. To the extent that CSSW Parent or the Borrower is unable or unwilling to assume the defense of any claim for which indemnification is required pursuant to the provisions of subsection (a) or (b) of this Section 13.2 (an “Indemnified Claim”) for a period of thirty (30) days following written demand therefor by an Indemnified Person, such Indemnified Person shall have the right to retain separate legal counsel of its own choice to conduct the defense and all related matters in connection with any such litigation, proceeding or other action; provided that an Indemnified Person shall have the right to retain separate counsel whether or not CSSW Parent or the Borrower is able or willing to assume the defense of any such litigation, proceeding or other action if and to the extent that, in the reasonable opinion of such Indemnified Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Person or a conflict of interest between such Indemnified Person and CSSW Parent or the Borrower or between such Indemnified Person and another Indemnified Person (unless such conflict of interest is waived in writing by the affected Indemnified Persons). CSSW Parent and the Borrower, jointly and severally, shall pay the reasonable and documented Attorney Costs (other than with respect to disputes between Indemnified Persons), and such legal counsel shall to the fullest extent consistent with its professional responsibilities cooperate with CSSW Parent and the Borrower and any legal counsel designated by CSSW Parent and the Borrower. CSSW Parent and the Borrower shall report to the relevant Indemnified Person on the status of any such action, suit or proceeding the defense of which it has assumed as material developments shall occur and from time to time as requested by such Indemnified Person (but not more frequently than once every sixty (60) days). Notwithstanding anything to the contrary set forth herein, neither CSSW Parent nor the Borrower shall, in connection with any one legal proceeding or claim, or separate but related proceedings or claims arising out of the same general allegations or circumstances in which there is no conflict of interest between the affected Indemnified Persons or any such conflict of interest is waived in writing by the affected Indemnified Persons, be liable to the Indemnified Persons (or any of them) under any of the provisions hereof for Attorney Costs of more than one separate firm of attorneys (which firm shall be selected by the Borrower with the prior written approval of the affected Indemnified Persons, which approval shall not be unreasonably withheld or delayed, or upon failure to so select, by the affected Indemnified Persons).

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(d)Settlement, Compromise. Notwithstanding anything herein to the contrary, so long as no Default or Event of Default shall have occurred and be continuing and provided the Indemnified Claim does not involve the potential imposition of criminal liability upon such Indemnified Person, no Indemnified Person may compromise or settle any Indemnified Claim involving such Indemnified Person, the defense of which such Indemnified Person has assumed, other than at such Indemnified Person’s own expense, without CSSW Parent’s and the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided that in no event shall CSSW Parent, the Borrower or any of their respective Affiliates be required, in connection with the compromise or settlement of any Indemnified Claim by an Indemnified Person, to admit any guilt, culpability or complicity, or incur any civil or criminal liability, without the prior written consent of CSSW Parent, the Borrower or such Affiliate of the Borrower, as the case may be, which consent may be granted, conditioned or withheld in such Person’s sole discretion. CSSW Parent and the Borrower further agrees it will not, without the prior written consent of the affected Indemnified Persons, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability and obligations that are the subject matter of such action.

(e)Subrogation. Upon payment of any Indemnified Claim by CSSW Parent or the Borrower pursuant to the provisions hereof to or on behalf of an Indemnified Person, CSSW Parent or the Borrower, as the case may be, without any further action, shall be subrogated to any and all claims that such Indemnified Person may have relating thereto, and such Indemnified Person shall reasonably cooperate with CSSW Parent or the Borrower and give such further reasonable assurances as are necessary or advisable to enable CSSW Parent or the Borrower, as the case may be, to vigorously pursue such claims.

(f)Contribution. In the event that the indemnity provided for herein is unavailable or insufficient to hold any Indemnified Person harmless, then, provided such payment is not prohibited by or contrary to any Requirement of Law or public policy, CSSW Parent and the Borrower, jointly and severally, shall contribute to amounts paid or payable by an Indemnified Person in respect of such Indemnified Person’s Indemnified Claims as to which the indemnity provided for herein is unavailable or insufficient in such proportion as appropriately reflects (a) the relative benefits received or expected to be received by CSSW Parent, the Borrower and their respective Affiliates, on the one hand, and the Indemnified Person, on the other hand, in respect of the transactions contemplated by this Agreement, (b) the relative fault of CSSW Parent, the Borrower and their respective Affiliates, on the one hand, and the Indemnified Person, on the other hand in connection with the acts or omissions which have resulted in the Indemnified Claim, and (c) any other equitable considerations.  CSSW Parent, the Borrower and the Secured Parties agree that it would not be just and equitable if contributions to be made by CSSW Parent or the Borrower, as the case may be, pursuant to this paragraph were to be determined by any method of allocation that does not take into account the equitable considerations referred to above.

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(g)Survival; Defense. The obligations in this Section 13.2 shall survive payment of the Term Loans and all other Obligations. All amounts owing under this Section 13.2 shall be paid within 30 days after demand.

Section 13.3Notices.

(a)All notices, requests and other communications provided for hereunder shall be in writing (including, unless the context expressly otherwise provides, by facsimile transmission) and mailed or faxed to the address or facsimile number specified for notices on the applicable signature page of this Agreement or the Assignment and Acceptance or to such other address as shall be designated by such party in a written notice to the other parties hereto given as provided in this Section 13.3 (each, a “Notice Office”). The initial Notice Office of the Administrative Agent is 45 Broadway, 14th floor, New York, New York 10006, Attn: CMES-CSSW, LLC, Tel: 212-515-5264, Fax: 212-515-1576.

(b)All such notices, requests and communications (i) sent by mail will be effective three Business Days after being deposited in the mail, postage prepaid, (ii) sent by express courier will be effective upon delivery to or refusal to accept delivery by the addressee, and (iii) transmitted by facsimile or other electronic transmission will be effective when sent and confirmation received; except that all notices and other communications to any Agent or the Lenders shall not be effective until actually received.

(c)CSSW Parent and the Borrower acknowledge and agree that any agreement of the Secured Parties to receive certain notices by telephone is solely for the convenience and at the request of the Borrower. The Secured Parties shall be entitled to rely on the authority of any Person purporting to be a Person authorized by CSSW Parent or the Borrower to give such notice and the Secured Parties shall not have any liability to the Borrower or other Person on account of any action taken or not taken by any of the Secured Parties in good faith reliance upon such telephonic notice.

(d)Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(e)All notices, requests and other communications hereunder and under the other Loan Documents shall be in the English language.

Section 13.4Benefit of Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto. Neither CSSW Parent nor the Borrower may assign or otherwise transfer any of their respective rights or obligations under this Agreement or any of the other Loan Documents.

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The Lenders may only assign their rights and obligations under this Agreement and the other Loan Documents as provided in Section 13.11.

Section 13.5No Waiver; Remedies Cumulative. No failure or delay on the part of any of the Secured Parties in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between CSSW Parent, the Borrower and any Secured Party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. No notice to or demand on CSSW Parent or the Borrower in any case shall entitle CSSW Parent or the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Party to take any other or further action in any circumstances without notice or demand. All remedies, either under this Agreement or any other Loan Document or pursuant to any applicable Requirement of Law or otherwise afforded to any Secured Party shall be cumulative and not alternative.

Section 13.6No Third Party Beneficiaries. The agreement of each Lender to make extensions of credit to the Borrower on the terms and conditions set forth in this Agreement and the other Loan Documents is solely for the benefit of CSSW Parent and the Borrower, and no other Person (including any Subsidiary of the Borrower, any Project Participant, or any contractor, sub-contractor, supplier, worker, carrier, warehouseman, materialman or vendor furnishing supplies, goods or services to or for the benefit of the Borrower or any of the Projects or receiving services from the Projects) shall have any rights hereunder against any Secured Party with respect to the Term Loans, the proceeds thereof or otherwise.

Section 13.7Reinstatement. To the extent that any Secured Party receives any payment by or on behalf of the Borrower, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Borrower or to its estate, trustee, receiver, custodian or any other party under any Debtor Relief Law or otherwise, then to the extent of the amount so required to be repaid, the obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated by the amount so repaid and shall be included within the Obligations as of the date such initial payment, reduction or satisfaction occurred.

Section 13.8Accredited Investor. Each Initial Lender represents and warrants to the Borrower that such Initial Lender is an “accredited investor” as defined in Regulation D of the Securities Act of 1933, as amended and under National Instrument 45-106 (Resale of Securities).

Section 13.9Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

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Section 13.10Amendment or Waiver.

(a)No provision of this Agreement or any other Loan Document may be amended, supplemented, modified or waived, except by a written instrument signed by the Majority Lenders and CSSW Parent, the Borrower and, if applicable, each other Guarantor (as defined in the Guarantee and Security Agreement) (but only if CSSW Parent, the Borrower or such Guarantor is a party thereto). Notwithstanding the foregoing provisions, no such waiver and no such amendment, supplement or modification shall (i) postpone or delay the Maturity Date, without the prior written consent of each Lender affected thereby, or postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest or other amounts due to any Lender hereunder or under any other Loan Document, without the prior written consent of each Lender affected thereby, (ii) reduce the principal of, or the rate or amount of interest or Call Premiums specified in this Agreement on, the Term Loans of any Lender, without the prior written consent of each Lender affected thereby, (iii) release all or substantially all of the Collateral or the Guarantors except as shall be otherwise provided in any Security Document or other Loan Document or consent to the assignment or transfer by the Borrower of any of its respective obligations under this Agreement or any other Loan Document, without the prior written consent of each Lender, (iv) amend, modify or waive any provision of this Section 13.10, without the prior written consent of each Lender, (v) amend, modify or waive any provision of Article 12 or any other provision of any Loan Document that affects the Agents without the written consent of the applicable Agent or (vi) reduce the percentage specified in or otherwise amend the definition of Majority Lenders or any other provision specifying the number or percentage of Lenders required to approve or consent to any action, without the prior written consent of each Lender.

(b)Any waiver and any amendment, supplement or modification made or entered into in accordance with Section 13.10(a)  shall be binding upon CSSW Parent, the Borrower, the Guarantors, the Agents and the Lenders.

Section 13.11Assignments, Participations, etc.

(a)Subject to compliance with the following sentence, any Lender may at any time assign to one or more Eligible Assignees that are not Affiliates of the Borrower (each, an “Assignee” and “Successor Lender”) all or any part of any Term Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents; provided that (i) except with respect to an assignment by a Lender to an entity that is an Affiliate of such Lender, another Lender or a Related Fund, (x) the prior written consent of the Administrative Agent shall be required for such assignment and (y) so long as no Event of Default has occurred and is continuing, the prior written consent of the Borrower shall be required for such assignment (which consent shall not be unreasonably delayed, withheld or conditioned), (ii) the Initial Lenders’ obligation to fund the Subsequent Loan may not be assigned without the Borrower’s written consent to be granted in the Borrower’s sole discretion and (iii) after acceleration pursuant to Section 11.3, any Initial Lender, Assignee or Successor Lender may assign to any Person. Any assignment permitted by the previous sentence must comply with the following requirements: (A) each such assignment by a Lender of its Term Loans or its Term Notes shall be made in such a manner so that the same portion of its Term Loans or its Term Notes is assigned to the Assignee; (B) in the case of an assignment of any part of a Term

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Loan to any Assignee, such assignment shall not be for an amount less than $10,000,000 or a higher integral multiple of $1,000,000 in excess thereof (or 100% of the assigning Lender’s remaining Term Loans) in each instance; and (C) the Borrower and the Agents may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned until (1) written notice of such assignment, together with payment instructions, addresses, contact information and related information and any required tax forms with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such assigning Lender and the Assignee, (2) the assigning Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500 and (3) the assigning Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit F hereto (an “Assignment and Acceptance”) with respect to such assignment from the assigning Lender.

(b)From and after the date that the Administrative Agent notifies the assigning Lender and the Borrower that it has received (and provided its consent with respect to, if required) an executed Assignment and Acceptance and payment of the above-referenced processing fee and the Borrower has provided its consent to such assignment, if required (such consent not to be unreasonably delayed, withheld or conditioned), (i) the Assignee thereunder shall be a party hereto and shall have the rights and obligations of a Lender hereunder and under the other Loan Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Assignee, and any reference to the assigning Lender hereunder or under the other Loan Documents shall thereafter refer to such Lender and to the Assignee to the extent of their respective interests, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents but shall continue to be entitled to the benefits of Section 2.8, Section 4.5, Section 13.1 and Section 13.2.  At the time of each assignment pursuant to Section 13.11(a) to a Person which is not already a Lender hereunder, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms described in Section 4.5(f). Any assignment or transfer by a Lender of rights and obligations under this Agreement that does not comply with this Section 13.11(a) and (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d).

(c)Within fifteen (15) days after the Borrower has received a notice from the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, if requested by the Assignee or the assigning Lender, the Borrower shall execute and deliver to the Administrative Agent new Term Notes evidencing the Assignee’s assigned Term Loans and, if the assigning Lender has retained a portion of its Term Loans, replacement Term Notes reflecting the principal amount of the Term Loans retained by the assigning Lender (such Term Notes to be in exchange for, but not in payment of, the Term Notes held by such Lender).

(d)Any Lender (the “Originating Lender”) may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Term Loans; provided, however, that (i) each such Participant

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shall be an Eligible Assignee, (ii) the Originating Lender’s obligations under this Agreement shall remain unchanged, (iii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iv) the Borrower and the Agents shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (v) no Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require consent of any affected Lender or all of the Lenders as described in Section 13.10.  In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other Loan Documents (the Participant’s rights against the Originating Lender in respect of such Participation to be those set forth in the agreement executed by the Originating Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

(e)A Participant shall not be entitled to receive any greater payment with respect to a participation sold to such Participant than the applicable Lender would have been entitled to receive under Section 2.8 and 4.5, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled (i) to the benefits of Section 4.5 that the applicable Lender is entitled to unless such Participant complies with Section 4.5(f), or (ii) with respect to a Participation that has been consented to by the Borrower pursuant to the previous sentence, to receive any greater payment with respect to the participation sold to such Participant than the applicable Lender would have been entitled to receive under Section 4.5 unless the Participant (x) would be entitled to amounts under Section 4.5 if it were treated as an assignee as of the date of such participation and (y) complies with Section 4.5(f) by providing to the Borrower and the Administrative Agent each form and certificate that would be required to be provided to them pursuant to Section 4.5(f) as if the Participant was a Lender.

(f)Subject to Section 13.11(a) hereof, any Lender may pledge or assign all or any portion of the Term Loans held by it as collateral security to secured obligations of the Lender and this Section 13.11 shall not apply to any such pledge or assignment. No such pledge or assignment shall release the assigning Lender from its obligations hereunder or substitute any such pledge or assignee for such Lender as a party hereto.

(g)In the event that any Lender sells a participation in a Term Loan, such Lender shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of all Participants in the Term Loans held by it and the principal amount (including the amount of PIK Interest and any stated interest thereon) of the portion of the Loan which is the subject of the participation (the “Participation Register”) and each repayment in respect of the principal amount of the portion of the Term Loan held by each Participant. A Term Loan may be participated in whole or in part only by registration of such participation on the Participation Register. Any transfer of such participation may be effected only by the Registration of such transfer on the Participation Register. The entries in the Participation Register shall be conclusive absent manifest error and such Lender shall treat such participants whose name is recorded in the Participation Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary.

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The Participation Register shall be available for inspection by the Borrower or the Administrative Agent at any reasonable time upon reasonable prior notice.

Section 13.12Survival. All indemnities set forth herein, including, without limitation, Section 13.2, shall survive the execution and delivery of this Agreement and the Term Notes and the making and repayment of the Term Loans. In addition, each representation and warranty made or deemed to be made pursuant hereto shall survive the making of such representation and warranty.

Section 13.13WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT, THE TERM NOTES OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES TO ENTER INTO THIS AGREEMENT.

Section 13.14Right of Set-off. In addition to any rights now or hereafter granted under applicable Requirements of Law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by such Lender (including without limitation by branches and agencies of any Lender wherever located), to or for the credit or the account of the Borrower against and on account of the Obligations or liabilities of the Borrower to such Lender under this Agreement or any of the other Loan Documents, including all claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured.

Section 13.15Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of any provision in any other jurisdiction.

Section 13.16Domicile of Loans. Each Lender may transfer and carry its Term Loans at, to or for the account of any office, Subsidiary or Affiliate of such Lender.

Section 13.17Limitation of Recourse. There shall be full recourse to CSSW Parent and the Borrower and to all of their respective assets for the liabilities of CSSW Parent and the Borrower under this Agreement and the other Loan Documents for the Obligations, but in no event shall the Parent or any officer, director or holder of any equity interest in CSSW Parent, the Borrower or the Parent be personally liable or obligated for such liabilities and Obligations, except as it has specifically agreed to in any Loan Document to which it is a party. Nothing

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contained herein shall affect or diminish any rights of any Person against any other Person for such other Person’s fraud, gross negligence or willful misconduct.

Section 13.18Governing Law; Submission to Jurisdiction.

(a)THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS (UNLESS SUCH DOCUMENT EXPRESSLY STATES OTHERWISE THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)Each party hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby or thereby. Each party hereby irrevocably waives, to the fullest extent permitted by applicable Requirement of Law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Requirements of Law or any right to bring legal action or proceedings in any other competent jurisdiction, including judicial or non-judicial foreclosure of real property interests which are part of the Collateral. To the extent permitted by applicable Requirements of Law, each party hereto further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to such party at the address referenced in Section 13.3, such service to be effective upon the date indicated on the postal receipt returned from such party.

Section 13.19Complete Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AND COMPLETE AGREEMENT OF THE PARTIES HERETO, AND ALL PRIOR NEGOTIATIONS, REPRESENTATIONS, UNDERSTANDINGS, WRITINGS AND STATEMENTS OF ANY NATURE ARE HEREBY SUPERSEDED IN THEIR ENTIRETY BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

Section 13.20Confidentiality. The Secured Parties shall keep confidential the terms and conditions (including the credit structure and sources of revenue) of this Agreement and the Loan Documents to which such entities are a party and shall not, and shall ensure that their officers, directors and employees do not, disclose any such information to any third party without the prior written consent of the Borrower unless:

(a)such disclosure is made in connection with any transfer or participation permitted in accordance with the Loan Documents (and, in the case of a proposed transferee or participant, until becoming bound by the Loan Documents such proposed transferee or participant is otherwise bound by the provisions of this Section 13.20); or

126

(b)such disclosure is by the Secured Parties in connection with the exercise of any remedies under any of the Loan Documents by such parties during the occurrence and continuance of an Event of Default; or

(c)required to do so by an order of a court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body; or

(d)pursuant to any Requirement of Law in accordance with which the Secured Party concerned is required to act; or

(e)such disclosure is made to its auditors for the purpose of enabling them to undertake any audit or to its legal advisers when seeking bona fide legal advice in connection with the Loan Documents (and such auditor and/or legal adviser are bound by the provisions of this Section 13.20); or

(f)such disclosure is made to any employees, directors, agents, Affiliates, accountants and other professional advisors or to consultant, or other adviser appointed pursuant to the Loan Documents, to the extent necessary to enable that Person to give the advice required by the Secured Parties (and such Persons are bound by the provisions of this Section 13.20); or

(g)such factual information has been published or announced by third parties in conditions free from confidentiality or has otherwise entered the public domain without fault on the part of the relevant party (but only to the extent of the information which has been published, announced or otherwise entered the public domain as described in this clause (g)), provided that, in the case of clause (c) and clause (d) above, if such Secured Party is permitted to by any Requirements of Law in accordance with which the Secured Party is accustomed to act, either not less that five (5) days’ notice of the proposed disclosure has been given to the Borrower or (if less) whatever is the greatest number of days that may elapse without the relevant Secured Party infringing any obligation pursuant to the relevant law or regulation.

Notwithstanding the foregoing, without the Borrower’s consent, any Secured Party may disclose (i) the name of the Parent, (ii) the aggregate amount and type of the financing evidenced hereby, (iii) the Secured Party’s role in such financing, (iv) the applicable Closing Dates, (v) the type of project (i.e., a wind project), (vi) the country in which the Projects are located (i.e., U.S.), (vii) the sector of the Projects, (viii) the legal adviser to the Lenders, (ix) the currency, amount, instrument type and tenor of the Term Loans and (x) the names, titles and allocations to each Lender.

Without limiting the generality of the foregoing, any press release or other similar release of information by the Secured Parties or any of their agents, employees, etc. with respect to the Loan Documents is subject to the prior written approval of the Borrower.

A Secured Party’s obligations under this Section 13.20 shall survive the sale, assignment, participation or transfer by such party for a period of two (2) years from the date of such sale, assignment, participation or transfer.

127

Section 13.21Termination and Release of Liens.

(a)Upon the indefeasible payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations) of CSSW Parent and the Borrower and the other Guarantors to the Secured Parties under the Loan Documents, whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, this Agreement and the other Loan Documents shall terminate and be of no further force and effect (other than the provisions hereof that by their express terms survive such termination) and the Administrative Agent and Collateral Agent shall execute and deliver such documentation confirming such termination as may reasonably be requested by the Borrower and the Collateral shall be released from the Liens of the Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person.

(b)Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in Section 13.21(a).

(c)Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of this Agreement and Section 8.14 of the Guarantee and Security Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of the Steel Winds Holding Company) under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

Section 13.22USA Patriot Act. The Administrative Agent and the Lenders subject to the USA PATRIOT Act hereby notify CSSW Parent and the Borrower that, pursuant to the requirements of the USA PATRIOT Act, the Administrative Agent and such Lenders are required to obtain, verify and record information that identifies CSSW Parent and the Borrower, which information includes the name and address of CSSW Parent and the Borrower and other information that will allow the Administrative Agent and each Lender to identify CSSW Parent and the Borrower in accordance with the USA PATRIOT Act.

Section 13.23Acknowledgements. Each of CSSW Parent and the Borrower hereby acknowledges that:

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(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b)neither of the Agents nor any Lender has any fiduciary relationship with or duty to CSSW Parent or the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Agents and Lenders, on one hand, and CSSW Parent and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among CSSW Parent, the Borrower and the Lenders.

[Remainder of page intentionally left blank]

129

IN WITNESS WHEREOF, CSSW Parent, the Borrower, the Administrative Agent, the Collateral Agent and the Initial Lenders party hereto have caused this Agreement to be executed by their duly authorized officers as of the date first set forth above.

CSSW PARENT:
CSSW Holdings, LLC
By:	/s/ Evelyn Lim
Name:	Evelyn Lim
Title:
Notice Address:
c/o First Wind Energy, LLC
179 Lincoln Street
Suite 500
Boston, MA 02111
BORROWER:
CSSW, LLC
By:	/s/ Evelyn Lim
Name:	Evelyn Lim
Title:
Notice Address:
c/o First Wind Energy, LLC
179 Lincoln Street
Suite 500
Boston, MA 02111

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

INITIAL LENDERS:
PIP3PX FirstWind Debt Ltd., as Initial Lender
By:	/s/ Ben Hawkins
Name:	Ben Hawkins
Title:	Principal, Infrastructure Investments
Notice Address:
340 Terrace Building, 9515 - 107 Street
Edmonton, AB T5K 2C3, Canada
Tel: 780.427.6468
Fax: 780.422.0257
Attn: William McKenzie
PIP3GV FirstsWind Debt Ltd., as Initial Lender
By:	/s/ Ben Hawkins
Name:	Ben Hawkins
Title:	Principal, Infrastructure Investments
Notice Address:
340 Terrace Building, 9515 - 107 Street
Edmonton, AB T5K 2C3, Canada
Tel: 780.427.6468
Fax: 780.422.0257
Attn: William McKenzie

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

ADMINISTRATIVE AGENT:
Wells Fargo Bank, National Association, as
Administrative Agent
By:	/s/ Michael Pinzon
Name:	Michael Pinzon
Title:	Vice President
Notice Address:
45 Broadway, 14th Floor
New York, NY 10006
Tel: 212-515-5264
Fax: 212-515-1576
Attn: CMES-CSSW, LLC
COLLATERAL AGENT:
Wells Fargo Bank, National Association, as Collateral Agent
By:	/s/ Michael Pinzon
Name:	Michael Pinzon
Title:	Vice President
Notice Address:
45 Broadway, 14th Floor
New York, NY 10006
Tel: 212-515-5264
Fax: 212-515-1576
Attn: CMES-CSSW, LLC

SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.19

AMENDMENT NO. 1

TO

INTERCREDITOR AGREEMENT

This AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of December 22, 2009, is entered into by and among Wells Fargo Bank, National Association, as the Collateral Agent and Administrative Agent (in such capacities, together with successors and assigns, the “Aimco Agent”) under the Aimco Credit Agreement, HSH Nordbank AG, New York Branch, as the Collateral Agent (in such capacity, together with its successors and assigns, the “Holdings Agent”) under the HSH Facilities, and is hereby acknowledged by the lenders from time to time party to the HSH Facilities (the “Holdings Lenders”).

RECITALS

WHEREAS, the Aimco Agent and the Holdings Agent have entered into that certain Intercreditor Agreement, dated as of July 17, 2009 (the “Intercreditor Agreement”);

WHEREAS, as of the date hereof, the Borrower will form CSSW Stetson Holdings, LLC (the “Stetson Intermediate Holding Company”), as a direct subsidiary of the Borrower and the Borrower will own directly 100% of the Equity Interests of the Stetson Intermediate Holding Company.  The Stetson Intermediate Holding Company will own 100% of the Equity Interests in Stetson Holdings which owns 100% of the Equity Interests in the Stetson Project Company and Stetson Wind II, LLC (the “Stetson II Project Company”);

WHEREAS, the Borrower has requested that the Aimco Lender and the Holdings Lenders amend the Aimco Guarantee and Security Agreement and the Comparable Holdings Security Document, respectively, to release its existing pledge of and Lien on the Equity Interests in Stetson Holdings and in consideration thereof, the Borrower will pledge all of the outstanding Equity Interests in the Stetson Intermediate Holding Company;

WHEREAS, the Aimco Lender has entered into that certain Credit Agreement, dated as of July 17, 2009, as amended as of September 16, 2009, as amended and restated as of December 22, 2009 (the “Aimco Amended and Restated Credit Agreement”) among CSSW, LLC, a Delaware limited liability company, as borrower under the Aimco Amended and Restated Credit Agreement, CSSW Holdings, LLC, a Delaware limited liability company, the Aimco Lenders from time to time party thereto, and the Aimco Agent, which amendment increases the obligations thereunder in an amount which exceeds the sum of the Aimco Lien Cap Amount and the Aimco Lien Additional Amount; and

WHEREAS, the Aimco Agent, on behalf of the Aimco Lender, desires to amend the Aimco Lien Cap Amount in the Intercreditor Agreement and effect certain other amendments.

NOW, THEREFORE, in consideration of the foregoing and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1.1.     Defined Terms. Capitalized terms used and not otherwise defined in this Amendment (including in the preamble and recitals hereto) shall have the meanings assigned to such terms in the Intercreditor Agreement and the principles of interpretation set forth therein shall apply herein.

SECTION 1.2.     Amendments to the Intercreditor Agreement.

(a)         The definition of “Aimco Lien Indebtedness” is hereby amended by deleting “$115,000,000” and inserting “$130,000,000” in lieu thereof.

(b)        The definition of “Discharge of Aimco Lien Indebtedness” is hereby amended by (i) deleting the word “and” after the words “Initial Term Loan Commitment” and inserting “,” in lieu thereof and (ii) inserting the words “and Stetson II Term Loan Commitment” after the words “Subsequent Term Loan Commitment”.

(c)         The definition of “Steel Winds Holding Company” is hereby deleted in its entirety and replaced with the following:

‘“Steel Winds Holding Company” shall mean New York Wind II, LLC, which owns directly 100% of the Equity Interests in the Steel Winds Project Company.”

SECTION 1.3.     Conditions to Effectiveness. This Amendment shall become effective as of the day set forth above (the “Amendment Effective Date”) on the date that all of the following conditions are satisfied: (i) the Aimco Agent and the Holdings Agent (or their respective counsel) shall have received from such other party and the Holdings Lenders counterparts of this Amendment (or a copy thereof by facsimile or “pdf” transmission) signed on behalf of each such party and (ii) the Aimco Amended and Restated Credit Agreement shall have been amended and restated and entered into by the parties required to execute such agreement. Except as expressly set forth herein, the Intercreditor Agreement, as specifically amended by this Amendment, shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

SECTION 1.4.     Governing Law; Counterparts.

(a)         This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.

(b)        This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Amendment may be delivered by facsimile or “pdf” transmission of the relevant signature pages thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

AIMCO AGENT:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent
By:	/s/ Michael Pinzon
	Name: Michael Pinzon
	Title: Vice President
HOLDINGS AGENT:
HSH NORDBANK AG, NEW YORK BRANCH, as agent
By:
	Name:
	Title:
By:
	Name:
	Title:

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (AIMCO CREDIT AGREEMENT)

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

AIMCO AGENT:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent
By:
	Name:
	Title:
HOLDINGS AGENT:
HSH NORDBANK AG, NEW YORK BRANCH, as agent
By:	/s/ Sylvia Cheng
	Name: Sylvia Cheng
	Title: Senior Vice President
	HSH Nordbank AG, New York Branch
By:	/s/ David Watson
	Name: David Watson
	Title: Vice President
	HSH Nordbank AG, New York Branch

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (AIMCO CREDIT AGREEMENT)

Acknowledge and Agreed:

HSH NORDBANK AG, NEW YORK BRANCH

By:	/s/ Sylvia Cheng
	Name: Sylvia Cheng
	Title: Senior Vice President
	HSH Nordbank AG, New York Branch
By:	/s/ David Watson
	Name: David Watson
	Title: Vice President
	HSH Nordbank AG, New York Branch

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (AIMCO CREDIT AGREEMENT)

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

AIMCO AGENT:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent
By:	/s/ Michael Pinzon
	Name: Michael Pinzon
	Title: Vice President
HOLDINGS AGENT:
HSH NORDBANK AG, NEW YORK BRANCH, as agent
By:
	Name:
	Title:
By:
	Name:
	Title:

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (AIMCO CREDIT AGREEMENT)

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

AIMCO AGENT:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent
By:
	Name:
	Title:
HOLDINGS AGENT:
HSH NORDBANK AG, NEW YORK BRANCH, as agent
By:	/s/ Sylvia Cheng
	Name:	Sylvia Cheng
	Title:	Senior Vice President HSH Nordbank AG, New York Branch
By:	/s/ David Watson
	Name:	David Watson
	Title:	Vice President HSH Nordbank AG, New York Branch

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (AIMCO CREDIT AGREEMENT)

Acknowledged and Agreed:

HSH NORDBANK AG, NEW YORK BRANCH
By:	/s/ Sylvia Cheng
	Name:	Sylvia Cheng
	Title:	Senior Vice President HSH Nordbank AG, New York Branch
By:	/s/ David Watson
	Name:	David Watson
	Title:	Vice President HSH Nordbank AG, New York Branch

AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (AIMCO CREDIT AGREEMENT)

Schedule 1

Steel Winds Reorganization

1.New York Wind III to purchase all of Lehman First Wind Holdings, LLC Class B membership interests in New York Wind II (and to deliver a copy of the related documentation to the Initial Lenders).

2.New York Wind III to transfer Class A and Class B membership interests in New York Wind II to Borrower.

3.New York Wind II to transfer membership interests in Prattsburgh to First Wind New York Holdings, LLC.

4.Borrower to dissolve New York Wind III or merge it into New York Wind II.  The limited liability company agreement of New York Wind II will be amended and restated in form and substance satisfactory to the Initial Lenders to be substantially similar to the existing limited liability company agreement of New York Wind III, and a copy of such amended and restated limited liability company agreement will be delivered to the Initial Lenders at least ten (10) Business Days before the effectiveness of the Steel Winds Reorganization.

5.Evidence reasonably satisfactory to the Initial Lenders of the termination of the Nominee Agreement and release of pledges of Class A membership interests in New York Wind II and each class of membership interests in New York Wind III by HSHN (and any other action or consent required of HSHN).  Full and complete copies of the related documentation will be delivered to the Initial Lenders at least ten (10) Business Days before the effectiveness of the Steel Winds Reorganization, with fully executed copies delivered promptly after the Steel Winds Reorganization.

6.Steel Winds Holding Company and Steel Wind Project Company to give “all assets” pledge pursuant to the Guarantee and Security Agreement (to the extent required by the Credit Agreement).

7.All necessary Governmental Approvals for the Steel Winds Reorganization shall have been obtained and are in full force and effect.

Schedule 1.1

Commitments

Lender	Commitment		Percentage
A. Initial Closing Date
PIP3PX FirstWind Debt Ltd.	$	35,850,000	35.85	%
PIP3GV FirstWind Debt Ltd.	$	64,150,000	64.15	%
TOTAL	$	100,000,000	100	%

Lender	Commitment		Percentage
B. Subsequent Closing Date
PIP3PX FirstWind Debt Ltd.	$	5,377,500.00	35.85	%
PIP3GV FirstWind Debt Ltd.	$	9,622,500.00	64.15	%
TOTAL	$	15,000,000.00	100	%

Lender	Commitment		Percentage
C. Stetson II Closing Date
PIP3PX FirstWind Debt Ltd.	$	5,377,500.00	35.85	%
PIP3GV FirstWind Debt Ltd.	$	9,622,500.00	64.15	%
TOTAL	$	15,000,000.00	100	%

Lender Wire Instructions:

Beneficiary Bank:

Bank Name: Canadian Imperial Bank of Commerce, Toronto

SWIFT Code: CIBCCATT

2

Bank Address: 10102 Jasper Ave, Edmonton, Alberta

Beneficiary Name/For further credit to:

Customer Clearing Code: //CC001000059

Customer Account Number: 0579319

Customer Account Name: PA Private Income Pool 3 Pensions PIP3PX

Customer Address: 340 Terrace Building, 9515 — 107 Street, Edmonton, AB T5K 2C3

Correspondent (aka Intermediary) bank:

Bank of America, N.A.

New York, N.Y.

ABA Code: 026009593

BIC: BOFAUS3N

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Schedule 2

Stetson Transmission Line Reorganization

Subject to the satisfaction of the Stetson Transfer Conditions (as defined below), the Stetson I Project Company will transfer all assets directly relating to the 38-mile 115 kV generator lead line (connecting the Stetson I Project’s wind turbines to the New England transmission system) (the “Transmission Assets”) to a to-be-formed special purpose company (the “Gen Lead Company”) set forth below.  The Gen Lead Company will be a wholly-owned indirect subsidiary of the Parent, whose sole purpose will be to own, operate and maintain the generator lead line assets relating to the Stetson I Project and other projects owned (directly or indirectly) in whole or in part by the Parent.  Concurrently with the Stetson I Project Company’s transfer of such Transmission Assets, the Stetson I Project Company will (a) obtain an Equity Interest in the Gen Lead Company and (b) enter into definitive agreements with the Gen Lead Company providing the Stetson I Project Company with sufficient rights to transmission line access necessary for operation of the Stetson Project (the “Transmission Agreements”).

The Initial Lenders’ consent to the Stetson Transmission Line Reorganization shall be subject to the satisfaction or waiver of the conditions precedent (the “Stetson Transfer Conditions”) set forth below:

1.The Borrower shall provide the Initial Lenders with twenty-five (25) days’ prior notice of the occurrence of the Stetson Transmission Line Reorganization, which notice will be accompanied by:

a.copies of the primary transaction documents (including the Transmission Agreements and the Organizational Documents of the Gen Lead Company) to be entered into in connection therewith and all documentation related to Governmental Approvals; and

b.the certificate of an Authorized Officer of the Borrower stating that (i) no Material Adverse Effect could reasonably be expected to occur as a result of the Stetson Transmission Line Reorganization; (ii) the Stetson I Project Company shall have sufficient access rights to the transmission line after giving effect to the Stetson Transmission Line Reorganization for the operation and maintenance of its business; (iii) all necessary Governmental Approvals have been obtained or will be obtained before the consummation of the Stetson Transmission Line Reorganization, and, if obtained, are in full force and effect in connection with the Stetson Transmission Line Reorganization; and (iv) the assets that are being transferred to the Gen Lead Company are only those assets directly related to the 38-mile 115 kV generator lead line and not otherwise necessary for the operation of the Stetson I Project unrelated to such generator lead line.

2.The Initial Lenders shall have the opportunity to review the documents delivered pursuant to clause 1(a) above, which shall be reasonably satisfactory to them.

3.After receipt of the Borrower’s notice of the Stetson Transmission Line Reorganization, the Initial Lenders shall have the right to engage an independent engineer selected by

them (at the expense of Borrower) to confirm (within the twenty-five (25) day period prior to the occurrence of the Stetson Transmission Line Reorganization) that (a) the Stetson I Project Company shall have sufficient access rights to the transmission line after giving effect to the Stetson Transmission Line Reorganization for the operation and maintenance of its business, and (b) all necessary Governmental Approvals have been obtained and are in full force and effect in connection with the Stetson Transmission Line Reorganization.

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Schedule 3

Stetson Reorganization

1.Borrower to form the Stetson Intermediate Holding Company.

2.Borrower to transfer 100% of the membership interests in the Stetson Holding Company to the Stetson Intermediate Holding Company.

3.First Wind Maine Holdings, LLC to transfer 100% of the membership interests in the Stetson II Project Company to the Stetson Holding Company.  A copy of all documentation related to such transfer (including the Organizational Documents of the Stetson Intermediate Holding Company) will be delivered to the Initial Lenders at least three (3) Business Days before the effectiveness of the Stetson Reorganization.

4.Evidence reasonably satisfactory to the Initial Lenders of the termination of the release of pledges of the membership interests in and assets of the Stetson II Project Company by HSHN (and any other action or consent required of HSHN).  Full and complete copies of the related documentation will be delivered to the Initial Lenders at least three (3) Business Days before the effectiveness of the Stetson Reorganization, with fully executed copies delivered promptly after the Stetson Reorganization.

5.Borrower to pledge all of its Equity Interests in the Stetson Intermediate Holding Company pursuant to the Guarantee and Security Agreement (to the extent required by the Amended and Restated Credit Agreement).  Borrower to take all actions for the creation and perfection of a first priority Lien thereon as necessary or reasonably required by the Collateral Agent or the Initial Lenders or otherwise required under the Amended and Restated Credit Agreement, including Section 9.11 thereof, and under the Security Documents.  Initial Lenders to release Borrower’s pledge of its Equity Interests in the Stetson Holding Company and take all actions for the release as necessary or reasonably required by the Collateral Agent or otherwise required under the Amended and Restated Credit Agreement and under the Security Documents.

6.All necessary Governmental Approvals for the Stetson Reorganization shall have been obtained and are in full force and effect.

6

Schedule 3.1(d)

Material Project Documents for Cohocton Project and Stetson Project

Cohocton Project

1.Project O&M Agreement, dated as of December 30, 2008, by and among Operator and the Cohocton Project Companies, as amended by that certain Amendment No. 1 to Project O&M Agreement, dated as of March 19, 2009.

2.Amended and Restated Interconnection Agreement, dated as of December 3, 2008, by and among New York Independent System Operator, Inc. (“NYISO”), New York State Electric & Gas Corp. and Canandaigua Power Partners, LLC (“CPP”).

3.ISDA Master Agreement, dated as of August 21, 2007, by and between the Cohocton Holding Company and Credit Suisse Energy LLC, as amended by that certain First Amendment to ISDA Master Agreement, dated as of August 20, 2008, as further amended by that certain Second Amendment to ISDA Master Agreement, dated as of December 11, 2008, and as further amended by that certain Third Amendment to ISDA Master Agreement, dated as of March 27, 2009, as amended by the Schedule to the 1992 ISDA Master Agreement and the Confirmation, dated as of August 21, 2007.

4.Agreement to Purchase and Sell Unforced Capacity in NYISO Installed Capacity Auctions, dated as of October 6, 2008, given by CPP.

5.Shared Facilities Agreement, dated as of March 27, 2009, by and between the Cohocton Project Companies.

6.Management Services Agreement, dated as of March 30, 2009, by and between Cohocton Holding Company and First Wind Energy, LLC.

7.Warranty Agreement, dated as of September 27, 2006, by and between Clipper Turbine Works and First Wind Acquisition III, LLC (f/k/a/ UPC Wind Acquisition III, LLC) (“FWA III”), as amended by Amendment No. 1 to Turbine Supply Agreement and Warranty Agreement, dated as of October 30, 2006, as amended by Amendment No. 2 to Warranty Agreement, dated as of December 31, 2007, as amended by Amendment No. 3 to Warranty Agreement, dated as of December 30, 2008, and as further amended by Settlement Agreement and 4th Amendment to Turbine Supply Agreement and Warranty Agreement, dated as of March 30, 2009, as assigned to Cohocton Holding Company, pursuant to that certain Assignment and Assumption Agreement, dated as of March 30, 2009.

8.Turbine Operation, Maintenance and Service Agreement, dated as of September 27, 2006, by and between Operator and Clipper Fleet Services, Inc. (“Clipper Fleet”), as amended by Amendment No. 1 to Turbine Operation, Maintenance and Service Agreement, dated as of October 30, 2006, as assigned to Cohocton Holding Company, pursuant to that certain Assignment and Assumption Agreement, dated as of March 30, 2009.

7

9.Service Agreement for Point-to-Point Transmission Service under the OATT, dated as of October 15, 2008, by and between NYISO and CPP.

10.Service Agreement for NYISO Market Administration and Control Area Services Tariff, dated as of October 15, 2008, by and between NYISO and CPP.

11.Service Agreement for Non-Firm Point-to-Point Transmission Service under the OATT, dated as of October 15, 2008, by and between NYISO and CPP.

12.Balance of Plant Contract, dated as of October 31, 2007, by and among the Cohocton Project Companies for themselves and as agents on behalf of Steuben County Industrial Development Agency and M.A. Mortenson Company (“MAM”), as amended by the First Amendment to Balance of Plant Construction Contract, dated as of December 10, 2007, as amended by Change Order 1 dated May 5, 2008, Change Order 2 dated May 5, 2008, Change Order 4 dated March 28, 2008, Change Order 5 dated June 17, 2008, Change Order 6 dated March 28, 2008, Change Oder 8 dated May 23, 2008, Change Order 9 dated May 23, 2008, Change Order 10 dated March 28, 2008, Change Order 11 dated June 19, 2008, Change Order 12 dated May 27, 2008, Change Order 13 dated May 27, 2008, Change Order 20 dated August 26, 2008, Change Order 21 dated August 26, 2008, Change Order 23 dated August 8, 2008, Change Order 24 dated August 8, 2008, Change Order 28 dated October 7, 2008, and Change Order 29 dated October 15, 2008, and Change Order 30 dated December 12, 2008, as further modified by that Settlement Agreement, dated as of March 5, 2009 by and among the Cohocton Project Companies and MAM,.

13.Balance of Plant Contract, dated as of April 1, 2008, by and between CPP for itself and as agent on behalf of Steuben County Industrial Development Agency and MSE Power Systems, Inc as amended by MSE Change Order 1 dated April 8, 2008 and MSE Change Order 5 dated May 31, 2008. MSE Change Order 2 dated April 8, 2008, MSE Change Order 4 dated May 15, 2008, MSE Change Order 5 dated May 31, 2008, MSE Change Order 6 dated June 15, 2008, MSE Change Order 7 dated June 15, 2008, MSE Change Order 9 dated June 15, 2008, MSE Change Order 10 rev. 1 dated September 17, 2008, MSE Change Order 11 rev. 1 dated July 9, 2008, MSE Change Order 12 dated June 30, 2008, MSE Change Order 14 rev. 1 dated September 17, 2008, MSE Change Order 15 dated September 17, 2008, MSE Change Order 17 dated September 17, 2008, MSE Change Order 18 dated September 17, 2008, MSE Change Order 19 dated September 22, 2008, MSE Change Order 20 dated September 22, 2008, MSE Change Order 21 dated September 24, 2008, MSE Change Order 24 dated October 7, 2008.

14.Tract 3

STIC T129026

Fee Owner:   Jerry Thomas Deusenbery 1/3 Interest; Jerry T. Deusenbery and Cheryl L. Deusenbery 1/3 Interest; Anthony Robert Deusenbery, 1/3 Interest

A Lease as evidenced by a Memorandum of Lease made by Jerry Deusenbery, Anthony Deusenbery and Cheryl Deusenbery to CPP, dated July 13, 2007 and recorded

8

February 19, 2008 in the Steuben County Clerk’s Office in Book 2147 of Deeds at page 292.

15.Tract 8

STIC T129032

Fee Owner:  Austin W. Dyckman, Inc.

A Lease as evidenced by a Memorandum of Lease made by Austin W. Dyckman, Inc. to CPP, dated November 24, 2008 and recorded December 12, 2008 in the Steuben County Clerk’s Office in Book 2212 of Deeds at Page 152, as amended by Memorandum of Lease (Corrective) dated January 9, 2009 and recorded February 25, 2009 in Book 2225, Page 1, as further amended by Memorandum of Lease (Corrective) dated March 24, 2009 and recorded March 31, 2009 in the Steuben County Clerk’s Office in Book 2232 Page 1.

16.Tract 9

STIC T129048

Fee Owner:  Richard Edmond & Sara Edmond

A Lease as evidenced by a Memorandum of Lease made by Gerald Moore, Dorothy Moore and Richard Edmond & Sara Edmond to CPP, dated August 2, 2007 and recorded February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at Page 110.

17.Tract 10

STIC T129033

Fee Owner:  Paul E. Fairbrother and Roberta L. Fairbrother

A Lease as evidenced by a Memorandum of Lease made by Paul E. Fairbrother and Roberta L. Fairbrother to CPP c/o Parent, dated July 24, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 1 as amended by Memorandum of Lease (Corrective) recorded on November 13, 2008 in Book 2206 Page 59, as amended by Memorandum of Lease (Corrective) recorded February 25, 2009 in the Steuben County Clerk’s Office in Book 2225, Page 21.

18.Tract 11

STIC T129034

Fee Owner:  Russell A. Ferrell and Susan L. Ferrell

A Lease as evidenced by a Memorandum of Lease made by Mr. Russell Ferrell and Mrs. Susan Ferrell to CPP c/o Parent, dated July 24, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2147 of Deeds at page 312.

19.Tract 12

STIC T129035

Fee Owner:  Glenn A. Warner (purchased through foreclosure)

9

Lease as evidenced by a Memorandum of Lease made by Ms. Cindy McCormick and Mr. Charles Funk to CPP c/o Parent, dated April 4, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 97.

20.Tract 13

STIC T129036

Fee Owner:  Judith Graham

Lease as evidenced by a Memorandum of Lease made by Judith Graham to CPP c/o Parent, dated October 29, 2007 and recorded on August 7, 2008 in the Steuben County Clerk’s Office in Book 2178 of Deeds at page 279.

21.Tract 14

STIC T129037

Fee Owner:  Bradley C. Harter and Kris S. Harter, doing business as Harter Brothers Swiss Farms

A Lease as evidenced by a Memorandum of Lease made by Bradley Harter and Kris Harter to CPP c/o Parent, dated October 26, 2007 and recorded on August 7, 2008 in the Steuben County Clerk’s Office in Book 2178 of Deeds at page 262, as amended by Memorandum of Lease (Corrective) dated August 1, 2008 and recorded on February 25, 2009 in the Steuben County Clerk’s Office in Book 2225 of Deeds at page 45.

22.Tract 15

STIC T129039

Fee Owner:  William F. Holbrook

A Lease as evidenced by a Memorandum of Lease made by William F. Holbrook to CPP c/o Parent, dated August 31, 2007 and recorded on July 22, 2008 in the Steuben County Clerk’s Office in Book 2176 of Deeds at page 1.

23.Tract 16

STIC T129040

Fee Owner:  Robert W. Jacobs

A Lease as evidenced by a Memorandum of Lease made by Robert Jacobs and Karen Jacobs to CPP c/o Parent, dated July 31, 2007 and recorded on June 27, 2008 in the Steuben County Clerk’s Office in Book 2171 of Deeds at page 65.

24.Tract 17

STIC T129041

Fee Owner:  Jan Kastberg

A Lease as evidenced by a Memorandum of Lease made by and between Jan Kastberg, Lessor and CPP, dated August 3, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 137.

10

25.Tract 18

STIC T129072

Fee Owner:  Lent Hill Dairy Farm, LLC

A Lease as evidenced by a Memorandum of Lease made by Lent Hill Dairy Farm, LLC to CPP, dated August 15, 2007 and recorded November 13, 2008 in the Steuben County Clerk’s Office in Book 2206 of Deeds at Page 75, as amended by Memorandum of Lease (Corrective), dated January 17, 2009 and recorded February 25, 2009 in the Steuben County Clerk’s Office in Book 2225 of Deeds at page 74, as further amended by Memorandum of Lease (Corrective) dated March 24, 2009 and recorded March 31, 2009 in the Steuben County Clerk’s Office in Book 2231 Page 244.

26.Tract 20A

STIC T129044

Fee Owner:  John Meyer and Joseph Meyer

A Lease as evidenced by a Memorandum of Lease made by Joseph Meyer, Jr. and John Meyer to CPP, c/o Parent, dated November 7, 2007 and recorded February 27, 2008 in the Steuben County Clerk’s Office in Book 2149 of Deeds, Page 230.

27.Tract 20B

STIC T129031

Fee Owner:  Joseph Meyer, Joseph Meyer, Jr. and John Meyer

Lease as evidenced by a Memorandum of Lease made by Joseph Meyer, Joseph Meyer, Jr. and John Meyer to CPP c/o Parent, dated November 7, 2007 and recorded on August 20, 2008 in the Steuben County Clerk’s Office in Book 2183 of Deeds at page 43.

28.Tract 21

STIC T129045

Fee Owner:  Phyllis G. Meyer aka Phyllis Meyer

A Lease as evidenced by a Memorandum of Lease made by Phyllis Meyer to CPP c/o Parent, dated November 7, 2007 and recorded on February 27, 2008 in the Steuben County Clerk’s Office in Book 2149 of Deeds at page 249.

29.Tract 22

STIC T129049

Fee Owner:  John S. Nelson and Patricia F. Nelson

A Lease as evidenced by a Memorandum of Lease made by John Nelson and Patricia Nelson to CPP c/o Parent, dated October 29, 2007 and recorded on June 25, 2008 in the Steuben County Clerk’s Office in Book 2170 of Deeds at page 247 as amended by Memorandum of Lease (Corrective) dated December 26, 2008 and recorded January 14, 2009 in Book 2217 at Page 329.

30.Tract 23

STIC T129050

Fee Owner:  Paul Preston and Lucille Preston

11

A Lease as evidenced by a Memorandum of Lease made by Paul E. Preston and Lucille I. Preston to CPP, dated June 21, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 149.

31.Tract 25

STIC T129052

Fee Owner:  Douglas Schwingel and Susan E. Schwingel

Lease as evidenced by a Memorandum of Lease between Douglas L. Schwingel and Susan Schwingel, Lessor and CPP, c/o Parent, Lessee, dated June 22, 2007 and recorded February 19, 2008 in the Steuben County Clerk’s Office in Liber 2147 of Deeds, Page 324, as amended by Memorandum of Lease (Corrective), dated September 8, 2008 and recorded November 3, 2008 in the Steuben County Clerk’s Office in Book 2206 of Deeds at page 39.

32.Tract 26

STIC T129053

Fee Owner:  Neil R. Sick and Linda J. Sick

A Lease as evidenced by a Memorandum of Lease made by Neil R. Sick and Linda J. Sick to CPP, dated August 15, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 18.

33.Tract 27

STIC T129054

Fee Owner:  Berta M. Simmons

Lease as evidenced by a Memorandum of Lease between Berta Simmons, Lessor and CPP, c/o Parent, dated June 20, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds, Page 32.

34.Tract 30

STIC T129056

Fee Owner:  Forrest R. Slayton and Kelly E. Slayton

Lease as evidenced by a Memorandum of Lease made by Forrest Slayton and Kelly Slayton to CPP c/o Parent, dated August 15, 2007 and recorded February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds, Page 161.

35.Tract 31

STIC T129058

Fee Owner:  County of Steuben

A Lease as evidenced by a Memorandum of Lease made by County of Steuben to CPP, dated November 7, 2008 and recorded December 9, 2008 in the Steuben County Clerk’s Office in Book 2211 of Deeds at page 294.

12

36.Tract 32

STIC T129061

Fee Owner:  Jane C. Towner

A Lease has evidenced by a Memorandum of Lease made by Jane C. Towne to CPP, dated July 31, 2007 and recorded February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds, Page 47.

37.Tract 34

STIC T129065

Fee Owner:  Tedd R. Wallace

A Lease as evidenced by a Memorandum of Lease made by Tedd R. Wallace to CPP, dated December 17, 2008 and recorded December 23, 2008 in the Steuben County Clerk’s Office in Book 2215, Page 17.

38.Tract 35

STIC T129066

Fee Owner:  Thomas Walter and Carrie Walter aka Carrie I. Walter

A lease as evidenced by A Memorandum of Lease between Thomas E. Walter and Carrie I. Walter and CPP, dated July 26, 2007 and recorded February 19, 2008 in the Steuben County Clerk’s Office in Liber 2148 of Deeds, Page 61.

39.Tract 36

STIC T129070

Fee Owner:  Maureen D. Wolcott, as surviving spouse

A Lease as evidenced by a Memorandum of Lease made by Maureen Wolcott to CPP c/o Parent, dated August 15, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2149 of Deeds at Page 279, as corrected by Memorandum of Lease dated March 24, 2009 and recorded March 31, 2009 in the Steuben County Clerk’s Office in Book 2231, Page 229.

40.Tract 37

STIC T129073

Fee Owner:  Roger W. Wolcott

A Lease as evidenced by Memorandum of Lease made by and between Roger Wolcott and CPP, dated June 21, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 175.

41.Tract 38

STIC T129535

Fee Owner:  Eric Zastawrny

A Lease as evidenced by Memorandum of Lease made by Eric Zastawrny to CPP c/o Parent, dated August 9, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 73.

13

42.Tract 42

STIC T134500

Fee Owner:  Shirley O’Neil, Suzanne Middleton, Diana Sheldon and Bruce Fleishman

Grant of Easements made by Shirley O’Neil, Suzanne Middleton, Diana Sheldon and Bruce Fleishman to CPP II, dated October 9, 2008 and recorded December 18, 2008 in the Steuben County Clerk’s Office in Book 2213, Page 292.

Grant of Easements made by Shirley O’Neil, Suzanne Middleton, Diana Sheldon to Bruce Fleishman, dated November 5, 2008 and recorded on December 22, 2008 in the Steuben County Clerk’s Office in Book 2214, Page 175.

43.Tract 43

STIC T129059

Fee Owner:  Steuben County IDA

A Lease as evidenced by a Memorandum of Lease made by Steuben County IDA to CPP, dated December 1, 2008 and recorded December 22, 2008 in the Steuben County Clerk’s Office in Book 2214, Page 93.

44.Tract 44

STIC T131845

Fee Owner:  CPP

Warranty Deed with Lien Covenant executed by Madison and Paul Realty, Inc. to CPP, dated November 26, 2007 and recorded on January 22, 2008 in the Steuben County Clerk’s Office in Liber 2141 of Deeds at page 182.

45.Tract 45

STIC T130566

Fee Owner: Roger L. Bidlack

An easement as evidenced by a Memorandum of Easement Agreement made by Roger L. Bidlack to CPP.

46.Tract 46

Intentionally deleted..

47.Tract 47

STIC T130564

Fee Owner: Ronald Saxton

An easement as evidenced by a Memorandum of Easement Agreement made by Ronald Saxton to CPP.

48.Tract 48

STIC T130568

Fee Owner: William E. Schumacher

14

An easement as evidenced by a Memorandum of Easement Agreement by William E. Schumacher to CPP.

49.Tract 49

STIC T130567

Fee Owner: Mary E. Sick

An easement as evidenced by a Memorandum of Easement Agreement made by Mary E. Sick to CPP.

50.Tract 50

STIC T

Fee Owner: S & D Farms, Inc.

An easement as evidenced by a Memorandum of Easement Agreement made by S & D Farms, Inc. to CPP dated March 10, 2008.

51.Tract 51

STIC T

Fee Owner: Conway K. Slayton and Sharon Slayton

An easement as evidenced by a Memorandum of Easement Agreement made by Conway K. Slayton and Sharon Slayton to CPP dated November 27, 2007.

52.Tract 52

STIC T

Fee Owner: Roland C. Drum and Sara L. Drum

An easement as evidenced by a Memorandum of Easement Agreement made by Roland C. Drum and Sara L. Drum to CPP.

53.Tract 53

STIC T

Fee Owner: Austin W. Dyckman, Inc.

An easement as evidenced by a Memorandum of Easement Agreement made by Austin W. Dyckman to CPP, recorded in the Steuben County Clerk’s Office on February 19, 2008 in Liber 2148 page 207.

54.Tract 54

STIC T

Fee Owner: Paul E. Fairbrother and Roberta L. Fairbrother

An easement as evidenced by a Memorandum of Easement Agreement made by Paul E. Fairbrother and Roberta L. Fairbrother to CPP.

55.Tract 55

STIC T

15

Fee Owner: Lent Hill Dairy Farm, LLC

An easement as evidenced by a Memorandum of Easement Agreement made by Lent Hill Dairy Farm, LLC to CPP.

56.Tract 56

STIC T

Fee Owner: Phyllis Meyer

An easement as evidenced by a Memorandum of Easement Agreement made by Phyllis Meyer to CPP.

57.Tract 57

STIC T

Fee Owner: Douglas Schwingel and Susan Schwingel

An easement as evidenced by a Memorandum of Easement Agreement made by Douglas Schwingel and Susan Schwingel to CPP recorded in the Steuben County Clerk’s Office on February 19, 2008 in Liber 2148 page 201.

58.Tract 58

STIC T

Fee Owner: Paul White and Kathie White

An easement as evidenced by a Memorandum of Easement Agreement made by Paul White and Kathie White to CPP recorded in the Steuben County Clerk’s Office on February 19, 2008 in Liber 2148 page 195.

59.Tract 59

STIC T

Fee Owner: Roger W. Wolcott and Linda A. Wolcott

An easement as evidenced by a Memorandum of Easement Agreement made by Roger W. Wolcott and Linda A. Wolcott to CPP.

60.Tract 1

STIC T129064

Fee Owner: Ted E. Walker and Susan J. Walker

A Lease as evidenced by a Memorandum of Lease made by Ted E. Walker and Susan J. Walker to CPP II c/o Parent, dated October 23, 2008 and recorded on December 23, 2008 in the Steuben County Clerk’s Office in Book 2215 of Deeds, Page 1.

61.Tract 2

STIC T129023

Fee Owner:  Glenn M. Cunningham and Diana J. Cunningham

16

A Lease as evidenced by a Memorandum of Lease made by Glenn and Diana Cunningham, Lessors to CPP II c/o Parent, dated June 22, 2007 and recorded on June 27, 2008 in the Steuben County Clerk’s Office in Book 2171 of Deeds, Page 57.

62.Tract 4

STIC T129028

Fee Owner:  Gene R. Drum

Lease as evidenced by a Land Lease Agreement made by and between Gene Drum to CPP II dated as of July 12, 2007, as evidenced by a Memorandum of Lease made by Gene Drum to CPP, dated July 12, 2007 and recorded December 22, 2008 in the Steuben County Clerk’s Office in Book 2214, Page 200.

63.Tract 5

STIC T129029

Fee Owner:  Gene R. Drum and Patricia Drum, husband and wife

A Lease as evidenced by a Memorandum of Lease made by Gene R. Drum and Patricia Drum to CPP II, dated August 13, 2007 and recorded on February 27, 2008 in the Steuben County Clerk’s Office in Book 2149 of Deeds at page 265.

64.Tract 6

STIC T129027

Fee Owner:  Thomas McAree, Gene Drum, Arthur Moran, Mark Hansen, William Jablonka and Todd Lewis as tenants in common

Lease as evidenced by a Land Lease Agreement made by and between Gene Drum with CPP II dated as of July 12, 2007, as evidenced by A Lease as evidenced by a Memorandum of Lease made by Gene Drum to CPP, dated 15th day of August, 2007 and recorded December 17, 2008 in the Steuben County Clerk’s Office in Book 2213, Page 181.

65.Tract 7

STIC T129030

Fee Owner:  Roland C. Drum and Sara L. Drum

Lease as evidenced by a Memorandum of Lease made by Roland Drum and Sarah Drum to CPP II c/o Parent, dated August 13, 2007 and recorded on February 27, 2008 in the Steuben County Clerk’s Office in Book 2149 of Deeds at page 302 as amended by Memorandum of Lease (Corrective) dated December 15, 2008 and recorded on December 22, 2008 in Book 2214, Page 187.

66.Tract 18

STIC T129072

Fee Owner:  Lent Hill Dairy Farm, LLC

A Lease as evidenced by a Memorandum of Lease made by Lent Hill Dairy Farm, LLC to CPP, dated August 15, 2007 and recorded November 13, 2008 in the Steuben County

17

Clerk’s Office in Book 2206 of Deeds at Page 137, as amended by Memorandum of Lease (Corrective), dated December 18, 2008 and recorded December 18, 2008 in Book 2213 at Page 309.

67.Tract 24

STIC T129051

Fee Owner:  Henry M. Schultheiss, Ilean W. Schultheiss a/k/a Ilean Y. Schultheiss and Edward Schultheiss

Land Lease Agreement made by Henry Schultheiss, Ilean Schultheiss and Edward Schultheiss with CPP II, dated February 28, 2006, as amended by that Land Lease Amendment dated as of July 30, 2007, as further amended by that Second Land Lease Amendment dated as of September 3, 2008 evidenced by a Memorandum of Lease made by Henry Schultheiss, Ilean Schultheiss and Edward Schultheiss to CPP, dated December 22, 2008 and recorded December 22, 2008 in the Steuben County Clerk’s Office in Book 2214, Page 221.

68.Tract 29

STIC T129055

Fee Owner:  David M. Simolo, Daniel J. Kilker and Robert M. Kilker

A Lease as evidenced by a Memorandum of Lease made by David M. Simolo, Daniel J. Kilker and Robert M. Kilker to CPP II c/o Parent, dated July 9, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 84.

69.Tract 33

STIC T129062

Fee Owner:  Rick Towner and Christine Towner

A Lease as evidenced by a Memorandum of Lease made by Rick Towner and Christine Towner to CPP II, dated July 31, 2007 and recorded on February 19, 2008 in the Steuben County Clerk’s Office in Book 2148 of Deeds at page 123.

70.Tract 41

STIC T129534

Fee Owner:  William P. Jablonka

Easement as evidenced by a Grant of Easement made by William P. Jablonka to CPP II, dated September 12, 2008 and recorded December 2, 2008 in the Steuben County Clerk’s Office in Book 2210 of Deeds at Page 144.

71.Tract 42

STIC T134500

Fee Owner:  Shirley O’Neil, Suzanne Middleton, Diana Sheldon and Bruce Fleishman

18

Grant of Easements made by Shirley O’Neil, Suzanne Middleton, Diana Sheldon and Bruce Fleishman to CPP II, dated October 9, 2008 and recorded December 18, 2008 in the Steuben County Clerk’s Office in Book 2213, Page 292.

Grant of Easements made by Shirley O’Neil, Suzanne Middleton, Diana Sheldon to Bruce Fleishman, dated November 5, 2008 and recorded on December 22, 2008 in the Steuben County Clerk’s Office in Book 2214, Page 175.

72.Tract 43

STIC T129059

Fee Owner:  Steuben County IDA

A Lease as evidenced by a Memorandum of Lease made by Steuben County IDA to CPP II, dated December 1, 2008 and recorded December 22, 2008 in Steuben County Clerk’s Office in Book 2214, Page 117.

Stetson Project

1.Standard Large Generator Interconnection Agreement, dated as of December 7, 2007, by and among ISO New England Inc., Bangor Hydro-Electric Company and Stetson Project Company.

2.ISDA Master Agreement, dated as of June 11, 2008, by and between Stetson Holdings, LLC and Constellation Energy Commodities Group, Inc., as amended by the Schedule to the 1992 ISDA Master Agreement, the Credit Support Annex, and the Confirmation, each dated as of June 11, 2008.

3.Project O&M Agreement, dated as of November 17, 2008, by and between Operator and Stetson Project Company.

4.Contract for the Sale of Power and Generation Equipment and Related Services (Stetson), dated as of June 4, 2007, by and between First Wind Acquisition, LLC (f/k/a UPC Wind Acquisition, LLC) and General Electric Company, as amended by that Scope Change Order Form 01 dated as of August 14, 2007, as amended by that Scope Change Order Form 02 dated September 7, 2007,  as amended by that Change Order No. A, dated as of the 8th day of July, 2008, as amended by that External Change Order No. 3, dated as of the 5th day of August, 2008, as amended by that External Change Order No. 4, dated as of the 22nd day of July, 2008, and as amended by that External Change Order No. 4, Revision No. 1, dated as of the 8th day of August, 2008, as amended by that External Change Order No. 5 dated as of the 13th day of July, 2009.

5.Operations Support Agreement, dated June 27, 2008, by and between General Electric International Incorporated and Stetson Project Company.

6.Consulting and Administrative Services Agreement, dated as of November 1, 2006, by and between First Wind Energy, Stetson Project Company, Stetson Wind II, LLC and the other companies party thereto from time to time.

19

7.Stetson Wind Power Project Construction Works Contract No. EWPV-07-02, dated December 31, 2007, between Stetson Project Company and Reed & Reed, Inc (and associated change orders), as amended by Change Order 1 dated as of September 26, 2007, as amended by Change Order 2 dated as of November 9, 2008, Change Order 3 dated as of November 11, 2008, Change Order 4 dated as of January 28, 2009

8.Construction Agreement dated as of August 30, 2008 by and between Evergreen Wind Power V, LLC and Cianbro Corporation, as Contractor, for the Stetson Mountain Substation.

9.Land Lease Agreement, dated October 12, 2006, by and between Lakeville Shores, Inc. and Stetson Project Company, as amended by that certain First Amendment to Land Lease Agreement, dated March 30, 2007, and as further amended by that certain Second Amendment to Land Lease Agreement, dated August 17, 2007.

10.Management Services Agreement, dated July 17, 2009, by and between Evergreen Wind Power V, LLC and First Wind Energy, LLC.

Stetson Transmission Line(1)

11.Stetson Wind Power Project Transmission Line Contract, effective as of July 18, 2008, by and between Stetson Project Company and PowerTel Utilities Contractors Limited (“PowerTel”) (and associated change orders).

12.Warranty Deed, dated as of June 14, 2007, from Rickey Deloge, Sr. to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11012, Page 347.

13.Quitclaim Deed, dated as of March 13, 2008, from Gary A. Fleming and Cynthia Fleming to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11330, Page 56.

14.Local Service Agreement, dated January 12, 2009, among ISO New England Inc., Bangor Hydro-Electric Company and Stetson Project Company.

15.Local Service Agreement, dated December 8, 2008, among ISO New England Inc., Bangor Hydro-Electric Company and Stetson Project Company.

16.Quitclaim Deed, dated as of October 24, 2007, from H C Haynes, Inc to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11226, Page 162.

(1)These transmission documents will be transferred to the Gen Lead Company in connection with the Stetson Transmission Line Reorganization and will no longer be Material Project Documents after the Stetson Transmission Line Reorganization.

20

17.Warranty Deed, dated as of April 10, 2008, from Andrew G. Edwards to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11354, Page 291.

18.Quitclaim Deed, dated as of November 6, 2007, from Marjorie White Ghost to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11198, Page 46.

19.Quitclaim Deed, dated as of May 14, 2008, from Robert Harmon, Jr. to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 109.

20.Quitclaim Deed, dated as of May 22, 2008, from Huber Timber LLC to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11403, Page 237.

21.Warranty Deed, dated as of July 3, 2008, from J. Robert Hudson to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11474, Page 343.

22.Quitclaim Deed, dated as of April 21, 2008, from Lakeville Shores, Inc. to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11367, Page 185.

23.Quitclaim Deed, dated as of March 18, 2008, from Thomas E. Linscott and Karen B. Linscott to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11329, Page 273.

24.Warranty Deed, dated as of April 28, 2008, from Donald Morin and Elizabeth A. Morin to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11379, Page 121.

25.Quitclaim Deed, dated as of May 12, 2008, from Prentiss & Carlisle Company, Inc., et al., to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11424, Page 100.

26.Quitclaim Deed, dated as of May 12, 2008, from Prentiss & Carlisle Company, Inc., et. al, to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11424, Page 116.

27.Quitclaim Deed, dated as of May 7, 2008, from Prentiss & Carlisle Company, Inc. to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11386, Page 8.

28.Quitclaim Deed, dated as of May 12, 2008, from Prentiss & Carlisle Company, Inc. and McCrillis Timberlands, LLC to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11393, Page 96.

21

29.Quitclaim Deed, dated as of October 30, 2004, from Henry D. Provencher to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11187, Page 311.

30.Quitclaim Deed, dated as of March 11, 2008, from Jamie Lee Steeves to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11320, Page 125.

31.Quitclaim Deed, dated as of March 11, 2008, from Donald L. Whitney and Ida M. Whitney to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11322. Page 275, and corrected by that certain Corrective Quitclaim Deed, dated as of June 24, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11444, Page 110.

32.Quitclaim Deed, dated as of March 26, 2008, from Harlan H. Whitney and Pauline D. Whitney to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11338, Page 154.

33.Quitclaim Deed, dated as of June 24, 2008, from Harlan H. Whitney and Pauline D. Whitney to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11444, Page 114.

34.Quitclaim Deed, dated as of March 22, 2008, from John R. Whitney and Deborah M. Whitney to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11332, Page 340.

35.Quitclaim Deed, dated as of June 24, 2008, from Donald L. Whitney and Ida M. Whitney to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11444, Page 112.

36.Quitclaim Deed, dated as of May 9, 2008, from Lakeville Shores, Inc. to Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 76.

37.Easement, dated as of March 6, 2007, by Joanne Adams for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11317, Page 64.

38.Easement, dated as of April 17, 2008, by Charles T. Alferes and Ethel L. Alferes, Trustees of the Ethel L. Alferes 1998 Trust, for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11367, Page 205.

39.Deed of Easement, dated as of January 17, 2008, by Aroostook & Bangor Resources for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11275, Page 109.

40.Generator Lead Easement Agreement and Right of First Refusal, dated as of October 10, 2008, by Bangor Hydro-Electric Company for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11563, Page 77.

22

41.Easement, dated as of March 20, 2008, by Eileen Marie Beaulieu for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11332, Page 334.

42.Easement, dated as of March 26, 2008, by Russell W. Brown, Sr. and Catherine Brown for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11362, Page 184.

43.Evergreen Easement, dated as of February 22, 2008, by C.N. Brown Company for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11301, Page 268, and assigned in part pursuant to that certain Assignment of Easement Rights, dated as of March 14, 2008, by Stetson Project Company to Northern Timbers, Inc., recorded in the Penobscot County Registry of Deeds in Book 11338, Page 149.

44.Easement, dated as of February 28, 2008, by Lucy Campbell, Susan Fort, David B. Campbell, Sheila Jean, Alan Bruce Campbell, and Linda Lucian for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11333, Page 117.

45.Easement, dated as of January 15, 2008, by Susan Claerbout and Kenneth Claerbout for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11284, Page 312.

46.Easement, dated as of August 28, 2008, by Louis M. Coiro and Patricia R. Joyce Coiro for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11531, Page 217.

47.Easement rights reserved in that certain Quitclaim Deed, dated as of March 24, 2008, from Stetson Project Company, to Louis M. Coiro and Patricia R. Joyce Coiro, recorded in the Penobscot County Registry of Deeds in Book 11531, Page 220.

48.Easement, dated as of May 2, 2008, by Richard A. Delaite and David W. Delaite for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11384, Page 320.

49.Easement, dated as of July 31, 2008, by John A. Dudley, III and Debra Dudley for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11486, Page 2.

50.Easement, dated as of February 15, 2008, by Gardner Land Company, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11329, Page 282.

51.Easement, dated April 15, 2008, by The Gerrity Family Limited Partnership for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11360, Page 172.

23

52.Easement, dated as of March 21, 2008, by Dennis Gould and Robert Yorks for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11332, Page 337.

53.Easement, dated as of June 24, 2008, by John Hagemeyer and Sylvia Hagemeyer for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11444, Page 105.

54.Easement, dated as of April 4, 2008, by Loren A. Hale and Joyce M. Hale for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11351, Page 117.

55.Easement, dated as of May 9, 2008, by Haynes Timberland, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 94.

56.Easement, dated as of May 9, 2008, by Haynes Timberland, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 86.

57.Easement, dated as of May 9, 2008, by Haynes Timberland, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 90.

58.Easement, dated as of May 9, 2008, by Herbert C. Haynes, Jr. and Ginger E. Maxwell, as Personal Representatives of the Estate of Herbert C. Haynes, for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 82.

59.Easement, dated as of April 21, 2008, by Herbert C. Haynes, Jr. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11367, Page 201.

60.Easement, dated as of May 9, 2008, by H. C. Haynes, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Register of Deeds in Book 11392, Page 72.

61.Easement, dated as of February 21, 2008, by Thomas B. Kates, Jr. and Walter W. Hughes, Sr. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11301, Page 261.

62.Easement, undated, by John M. Kyler, II and Joan E. H. Kyler for the benefit of Stetson Project Company, recorded on July 1, 2008 in the Penobscot County Registry of Deeds in Book 11450, Page 21.

63.Easement, dated as of April 21, 2008, by Lakeville Shores, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11367, Page 187, and assigned in part pursuant to that certain Crossing Easement Agreement,

24

dated as of October 10, 2008, by and between Stetson Project Company and Bangor Hydro-Electric Company, recorded in the Penobscot County Registry of Deeds in Book 11563, Page 59.

64.Easement, dated as of May 9, 2008, by Lakeville Shores, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 68.

65.Easement, dated as of April 21, 2008, by Lakeville Shores, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11367, Page 191.

66.Easement, dated as of April 21, 2008, by Lakeville Shores, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11367, Page 196.

67.Easement dated as of June 12, 2009 between Lakeville Shores, Inc. and Evergreen Wind Power V, LLC, recorded in the Washington County Registry of Deeds in Book 3543, Page 223.

68.Transmission Line Easement Deed, dated as of October 2, 2008, by Maine Electric Power Company, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11553, Page 18.

69.Quitclaim Deed Without Covenant, dated as of September 19, 2008, by the State of Maine Department of Inland Fisheries and Wildlife for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11537, Page 290.

70.Easement, dated as of May 9, 2008, by Ginger Maxwell for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 78.

71.Easement, dated as of March 4, 2008, by Clayton J. McCarthy for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11317, Page 56.

72.Easement, dated as of March 4, 2008, by Clayton J. McCarthy for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11317, Page 51.

73.Easement, dated as of March 4, 2008, by Hayden P. McCarthy for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11317, Page 60, and corrected by that certain Corrective Easement, dated as of June 26, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11450, Page 2.

74.Easement, dated as of June 20, 2008, by Naturals Rod & Gun Club for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11450, Page 6.

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75.Easement, dated as of March 6, 2008, by Northern Timbers, Inc. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11338, Page 146.

76.Easement, dated as of April 4, 2008, by John Osgood and Susan Osgood for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11354, Page 297.

77.Easement, dated as of February 21, 2008, by Delia M. Parker for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11301, Page 264.

78.Easement Deed and Agreement, undated, by Penobscot Forest LLC for the benefit of Stetson Project Company, recorded on July 23, 2008 in the Penobscot County Registry of Deeds in Book 11473, Page 276.

79.Easement, dated as of May 12, 2008, by Prentiss & Carlisle Company, Inc. and McCrillis Timberlands, LLC for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11392, Page 103.

80.Easement, dated as of March 28, 2008, by Elaine Reardon for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11360, Page 181.

81.Easement, dated as of February 28, 2008, by Albert S. Ring and Linda M. Ring for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11348, Page 235.

82.Easement, dated as of March 2, 2008, by Edward F. Sargent, Jr. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11348, Page 239.

83.Easement, dated as of March 14, 2008, by Royl M. Schoonover and Vanessa V. Schoonover for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11327, Page 239.

84.Easement, dated as of March 26, 2008, by Shepard V. Sloane, as Trustee of the Jane Vaughn B. Stuart Trust created January 19, 1990 and as Trustee u/w/o Dr. W. Sterry Branning f/b/o Jane Vaughn B. Stuart, for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11317, Page 46.

85.Easement, dated as of March 10, 2008, by Junior L. Smith and Christine C. Goldsmith for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11322, Page 277.

86.Easement, dated as of May 30, 2008, by Edwin Tash, Sr., et al. for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11418, Page 84.

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87.Easement, dated as of March 13, 2008, by Roscoe Tash and Marlene Tash for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11327, Page 236.

88.Easement, dated as of March 11, 2008, by Bion Tolman for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11322, Page 280.

89.Easement, dated as of March 18, 2008, by Kevin R. Tozier for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11329, Page 278.

90.Easement, dated as of August 2, 2007, by Elgin H. Turner for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11140, Page 1.

91.Easement, dated as of June 10, 2008, by Jeffrey B. Vicaire and Rhonda J. Vicaire for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11426, Page 317.

92.Easement, dated as of March 6, 2008, by Melvin L. Vicaire and Lynn M. Vicaire for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11317, Page 68.

93.Easement, dated as of February 25, 2008, by Edward Whitney, III, Anne-Marie B. Whitney, Scott E. Whitney and Mark J. Whitney for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11329, Page 275.

94.Easement, dated as of February 25, 2008, by William Ziehl and Rhonda Ziehl for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11311, Page 83.

95.Easement for Right-of-Way Access Road, dated as of May 2, 2008, by Richard A. Delaite and David W. Delaite for the benefit of Stetson Project Company, recorded in the Penobscot County Register of Deeds in Book 11384, Page 323.

96.Easement dated as of July 16, 2008 between Evergreen Wind Power V, LLC and John R. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11467, Page 254.

97.Easement Deed, dated as of May 12, 2008, by Prentiss & Carlisle Company, Inc. and McCrillis Timberlands, LLC for the benefit of Stetson Project Company, recorded in the Penobscot County Register of Deeds in Book 11392, Page 98.

98.Easement, dated as of July 15, 2008, by John E. Osgood and Susan Osgood for the benefit of Stetson Project Company, recorded in the Penobscot County Registry of Deeds in Book 11465, Page 80.

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99.Overhead Wire Agreement, dated as of May 15, 2008, by and between Stetson Project Company, and Maine Central Railroad Company, recorded in the Penobscot County Registry of Deeds in Book 11414, Page 332.

100.Overhead Wire Agreement, dated as of May 1, 2008, by and between Stetson Project Company, and Eastern Maine Railway Company, recorded in the Penobscot County Registry of Deeds in Book 11478, Page 169, and evidenced by that certain Memorandum of Overhead Wire Agreement, dated as of May 1, 2008.

101.Overhead Wire Agreement, dated as of May 1, 2008, by and between Stetson Project Company, and Eastern Maine Railway, recorded in the Penobscot County Registry of Deeds in Book 11478, Page 166, and evidenced by that certain Memorandum of Overhead Wire Agreement, dated as of May 1, 2008.

102.Crossing Agreement, dated as of June 6, 2008, by and between Stetson Project Company, and Eastern Maine Electric Cooperative, Inc., recorded in the Penobscot County Registry of Deeds in Book 11420, Page 198.

103.Transmission Line Crossing Area Consent and Agreement (Woodville — Line 84), dated as of October 10, 2008, by and between Stetson Project Company, and Bangor Hydro-Electric Company, recorded in the Penobscot County Registry of Deeds in Book 11563, Page 37.

104.Transmission Line Crossing Area Consent and Agreement (Chester — Line 86), dated as of October 10, 2008, by and between Stetson Project Company, and Bangor Hydro-Electric Company, recorded in the Penobscot County Registry of Deeds in Book 11563, Page 41.

105.Assignment and Assumption of Property Rights Agreement, dated as of June 6, 2008, by and between Stetson Project Company, and Eastern Maine Electric Cooperative, Inc., recorded in the Penobscot County Registry of Deeds in Book 11420, Page 179.

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Schedule 3.1(e)

Major Project Indebtedness Documents for Cohocton Project and Stetson Project

Agreement for Purchase of Membership Interests in UPC New York Wind 2, LLC, dated as of January 31, 2008, between Lehman First Wind Holdings, LLC and New York Wind III LLC, and the Amended and Restated Limited Liability Agreement of New York Wind II, LLC, dated as of August 18, 2008.

Cohocton Project

Financing Agreement, dated as of March 30, 2009, by and among the Cohocton Holding Company, HSHN, as arranger, administrative agent and security agent, Norddeutsche Landesbank Girozentrale, New York Branch, as arranger and the lenders parties thereto and the “Collateral Documents” as defined therein.

Stetson Project

Financing Agreement, dated as of July 17, 2009, by and among Evergreen Wind Power V, LLC, HSHN and the lenders parties thereto and the “Collateral Documents” as defined therein.

29

Schedule 3.2(d)

Steel Winds Material Project Documents

1.Power Purchase Agreement, dated as of July 21, 2006, by and between Constellation NewEnergy, Inc., assigned to Constellation Energy Commodities Group, Inc. pursuant to that certain Assignment of Agreement effective as of August 1, 2008, and Steel Winds Project LLC, assigned to Niagara Wind Power, LLC pursuant to that certain Irrevocable Option to Purchase dated as of September 1, 2006 between Steel Winds Project LLC, New York Wind, LLC (pka UPC New York Wind, LLC), Steel Winds LLC and Niagara Wind Power, LLC, and exercise thereof by written notice on June 1, 2007, as amended by that certain Amendment to Power Purchase Agreement, dated as of April 30, 2008.

2.Guarantee Agreement dated as of July 26, 2006, by and between Constellation NewEnergy, Inc., as Guarantee, assigned to Constellation Energy Commodities Group, Inc. pursuant to that certain Assignment of Agreement effective as of August 1, 2008, and Steel Winds Project, LLC, as Guarantor, assigned to Niagara Wind Power, LLC pursuant to that certain Irrevocable Option to Purchase dated as of September 1, 2006 between Steel Winds Project LLC, New York Wind, LLC (pka UPC New York Wind, LLC), Steel Winds LLC and Niagara Wind Power, LLC, and exercise thereof by written notice on June 1, 2007.

3.Project O&M Agreement, dated as of September 1, 2006, by and between UPC New York Wind O&M, LLC, assigned to First Wind O&M, LLC (pka UPC Wind O&M, LLC) pursuant to that certain Assignment of Project O&M Agreement dated as of October 4, 2006, and Steel Winds Project, , assigned to Niagara Wind Power, LLC pursuant to that certain Irrevocable Option to Purchase dated as of September 1, 2006 between Steel Winds Project LLC, New York Wind, LLC (pka UPC New York Wind, LLC), Steel Winds LLC and Niagara Wind Power, LLC, and exercise thereof by written notice on June 1, 2007.

4.Small Generator Interconnection Agreement, dated as of 2006, by and between Niagara Mohawk Power Corporation (d/b/a/ National Grid) and Steel Winds LLC, assigned to Steel Winds Project, LLC by that certain Assignment and Assumption Agreement, dated as of November 17, 2006, as further assigned to Niagara Wind Power, LLC pursuant to that certain Irrevocable Option to Purchase dated as of September 1, 2006 between Steel Winds Project LLC, New York Wind, LLC (pka UPC New York Wind, LLC), Steel Winds LLC and Niagara Wind Power, LLC, and exercise thereof by written notice on June 1, 2007.

5.Balance of Plant Contract, dated as of September 1, 2006, by and between, Steel Winds Projct, LLC, assigned to Niagara Wind Power, LLC pursuant to that certain Irrevocable Option to Purchase dated as of September 1, 2006 between Steel Winds Project LLC, New York Wind, LLC (pka UPC New York Wind, LLC), Steel Winds LLC and Niagara Wind Power, LLC, and exercise thereof by written notice on June 1, 2007 and Tennessee Valley Infrastructure Group, Inc.

30

6.Warranty Agreement, dated as of July 24, 2006, by and between First Wind Acquisition II, LLC (pka UPC Wind Acquisition II, LLC). assigned to Steel Winds Project, LLC by that certain Assignment and Assumption Agreement, dated as of September 1, 2006, as further assigned to Niagara Wind Power, LLC pursuant to that certain Irrevocable Option to Purchase dated as of September 1, 2006 between Steel Winds Project LLC, New York Wind, LLC (pka UPC New York Wind, LLC), Steel Winds LLC and Niagara Wind Power, LLC, and exercise thereof by written notice on June 1, 2007,and Clipper Turbine Works, as amended by that certain Amendment No. 1 to Warranty Agreement, dated as of December 31, 2007, as amended by that certain Omnibus Agreement, dated as of December 30, 2008.

7.Turbine Operation, Maintenance and Service Agreement, dated as of July 24, 2006, by and between First Wind O&M, LLC and Clipper Fleet, as amended by that certain Amendment No. 1 to Turbine Operation, Maintenance and Service Agreement, dated as of December 31, 2007, by and between Clipper Fleet and Operator.

8.Commodity Swap Confirmation, dated as of September 20, 2006, by and between Niagara Wind Power, LLC and Morgan Stanley Capital Group, Inc.

9.Administrative Services Agreement, dated as of September 1, 2006, by and between Steel Winds Project LLC, as Owner and First Wind Energy, LLC (pka UPC Wind Management, LLC), assigned to Niagara Wind Power, LLC pursuant to that certain Irrevocable Option to Purchase dated as of September 1, 2006 between Steel Winds Project LLC, New York Wind, LLC (pka UPC New York Wind, LLC), Steel Winds LLC and Niagara Wind Power, LLC, and exercise thereof by written notice on June 1, 2007.

10.Substation Cost Sharing Agreement dated as of May 4, 2007, by and between Steel Winds Project LLC, as Tenant, assigned to Niagara Wind Power, LLC pursuant to that certain Irrevocable Option to Purchase dated as of September 1, 2006 between Steel Winds Project LLC, New York Wind, LLC (pka UPC New York Wind, LLC), Steel Winds LLC and Niagara Wind Power, LLC, and exercise thereof by written notice on June 1, 2007, and Steel Winds LLC, as Landlord.

11.Sublease Agreement dated as of May 19, 2008 between BQ Energy, LLC and Niagara Wind Power, LLC.

12.Substation Lease Agreement dated as of May 19, 2008, between Steel Winds LLC and Niagara Wind Power, LLC.

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Schedule 3.3(f)

Stetson II Material Project Documents

1.Stetson II Wind Power Project Construction Contract, dated as of September 30, 2009, between Stetson II Project Company and Reed & Reed, Inc., as modified by that certain Limited Notice to Proceed, dated as of September 30, 2009, and as further modified by that certain Second Limited Notice to Proceed and Amendment to Contract, dated as of November 24, 2009.

2.Power Purchase Agreement, dated as of September 29, 2009, by and between Stetson II Project Company and President and Fellows of Harvard College.

3.Contract for the Sale of Power Generation Equipment and Related Services, dated June 27, 2006, as amended by that UPC Notice No. 2007-GE-J3XU5-01, dated June 29, 2007, as amended by that External Change Order (ECO) No. 2, dated November 20, 2007, as amended by Amendment No. 1 to the Contract for the Sale of Power Generation Equipment and Related Services, dated November 27, 2007, as amended by External Change Order (ECO) No. 3, dated May 12, 2008, as amended by External Change Order (ECO) No. 4, dated September 17, 2008, as amended by Amendment No. 2 to the Contract for the Sale of Power Generation Equipment and Related Services, dated February 20, 2009, as amended by External Change Order (ECO) No. 5, dated June 1, 2009, as assigned to the Stetson II Project Company, pursuant to that certain Assignment and Assumption Agreement, dated as of the Stetson II Effective Date.

4.Local Service Agreement between Bangor Hydro-Electric Company, ISO New England, Inc. and Stetson II Project Company, dated as of June 26, 2009 for long term Non-Firm Local Point-to-Point Transmission Service.

5.Operations Support Agreement, dated as of June 27, 2008, between General Electric International Incorporated, as operator, and Stetson I Project Company, as owner.

6.Project O&M Agreement, dated as of December 18, 2009, by and between Stetson II Project Company and Operator.

7.Shared Facilities Agreement, by and between Stetson I Project Company and Stetson II Project Company, dated as of the Stetson II Effective Date.

8.Equipment Purchase Agreement, dated as of April 29, 2009, by and between First Wind Construction, LLC, as Buyer, and Waukesha Electric, as Seller, and assigned to Stetson II Project Company, pursuant to that certain Assignment and Assumption Agreement, dated as of the Stetson II Effective Date, by and between First Wind Construction, LLC and Stetson II Project Company.

9.Management Services Agreement, dated as of December 18, 2009, by and between Stetson II Project Company and First Wind Energy, LLC.

10.Line Loss Allocation Letter Agreement, dated February 2, 2009, entered into by Stetson I Project Company, Stetson II Project Company and Evergreen Wind Power III, LLC.

32

11.Standard Large Generator Interconnection Agreement, dated August 14, 2009 and effective October 1, 2009, by and between Stetson II Project Company, Evergreen Gen Lead, LLC, ISO New England, Inc. and Bangor Hydro-Electric Company.

12.Amended and Restated Land Lease Agreement, dated December 26, 2008, by and between Lakeville Shores, Inc. and Stetson II Project Company, a memorandum of which was recorded in the Washington County Registry of Deeds in Book 3482, Page 141 on December 30, 2008.

13.First Amendment to Amended and Restated Land Lease Agreement, by and between Lakeville Shores, Inc. and Stetson II Project Company, recorded in the Washington County Registry of Deeds in Book 3543, Page 234.

14.Grant of Easements, Lakeville Shores, Inc. to Stetson II Project Company recorded at the Washington County Registry of Deeds in Book 3543, Page 249.

33

Schedule 5.2

Consents, Authorizations, Filings and Notices

Consents required from HSHN in connection with the HSHN Amendments.

34

Schedule 5.4

Locations of Principal Place of Business

CSSW Holdings, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

CSSW, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

New York Wind III, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

New York Wind II, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

CSSW Cohoton Holdings, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

New York Wind, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

Canandaigua Power Partners, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

Canandaigua Power Partners II, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

*      Previous place of business during the last six (6) months (including as of the Initial Closing Date and the Subsequent Closing Date): 85 Wells Ave., Suite 305, Newton, MA 02459.

35

Niagara Wind Power, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

CSSW Stetson Holdings, LLC

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

Stetson Holdings, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

Evergreen Wind Power V, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

Stetson Wind II, LLC*

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

36

Schedule 5.5

Subsidiaries

After Initial Closing

Name	Jurisdiction of Organization	Owner of Equity Interests	Percentage of Membership Interest
CSSW, LLC	DE	CSSW Holdings, LLC	100%
New York Wind III, LLC	DE	CSSW, LLC	100%
New York Wind II, LLC	DE	New York Wind III, LLC	75% (Class A Membership Interest)
		Lehman First Wind Holdings, LLC	25% (Class B Membership Interest)
New York Wind, LLC*	DE	New York Wind II, LLC	100%
Canandaigua Power Partners, LLC*	DE	New York Wind, LLC	100%
Canandaigua Power Partners II, LLC*	DE	New York Wind, LLC	100%
Niagara Wind Power, LLC	DE	New York Wind II, LLC	100%(2)
Stetson Holdings, LLC	DE	CSSW, LLC	100%
Evergreen Wind Power V, LLC	DE	Stetson Holdings, LLC	100%

After Subsequent Closing

Name	Jurisdiction of Organization	Owner of Equity Interests	Percentage of Membership Interest
CSSW, LLC	DE	CSSW Holdings, LLC	100%
New York Wind III, LLC	DE	CSSW, LLC	100%
New York Wind II, LLC	DE	New York Wind III, LLC	100%
CSSW Cohocton Holdings, LLC	DE	CSSW, LLC	100%
New York Wind, LLC	DE	CSSW Cohocton Holdings, LLC	100%
Canandaigua Power Partners, LLC	DE	New York Wind, LLC	100%
Canandaigua Power Partners II, LLC	DE	New York Wind, LLC	100%
Niagara Wind Power, LLC	DE	New York Wind II, LLC	100%

*	Control subject to Nominee Agreement.
(2)	Ownership interest is reduced pursuant to Steel Winds Project Company Limited Liability Company Operating Agreement.

37

Stetson Holdings, LLC	DE	CSSW, LLC	100%
Evergreen Wind Power V, LLC	DE	Stetson Holdings, LLC	100%

After Stetson II Effective Date

Name	Jurisdiction of Organization	Owner of Equity Interests	Percentage of Membership Interest
CSSW, LLC	DE	CSSW Holdings, LLC	100%
New York Wind III, LLC	DE	CSSW, LLC	100%
New York Wind II, LLC	DE	New York Wind III, LLC	100%
CSSW Cohocton Holdings	DE	CSSW, LLC	100%
New York Wind, LLC	DE	CSSW Cohocton Holdings, LLC	100%
Canandaigua Power Partners, LLC	DE	New York Wind, LLC	100%
Canandaigua Power Partners II, LLC	DE	New York Wind, LLC	100%
Niagara Wind Power, LLC	DE	New York Wind II, LLC	100%
CSSW Stetson Holdings, LLC	DE	CSSW, LLC	100%
Stetson Holdings, LLC	DE	CSSW Stetson Holdings, LLC	100%
Evergreen Wind Power V, LLC	DE	Stetson Holdings, LLC	100%
Stetson Wind II, LLC	DE	Stetson Holdings, LLC	100%

38

Schedule 5.6

Taxes

NONE

39

Schedule 5.7

Material Events

Clipper Blade remediation at Cohocton Project and Steel Winds Project.

RCA65 Blade Skin Crack RCA Overview

· Blade skin crack found at 6m blade station on turbine during 2000 hour post-commissioning blade inspection on Friday 8/22/08

· RCA65 launched Monday 8/25/08 to investigate problem

· Blade inspections are on-going at 500 hr intervals on all operational turbines. Turbines with identified blade skin cracks are taken off line and put in standby mode.

· Root cause has been identified: manufacturing defect, wrinkle in structural skin laminate.

· Factory corrective action has been implemented and field repair activities are underway.

40

Schedule 5.13

Employee Benefits

NONE

41

Schedule 5.19

Governmental Approvals

NONE

Schedule 5.20

Financing Statements

Financing Statement	Filing Office
Upon occurrence of the Initial Closing Date:
UCC-1 Financing Statement evidencing the pledge by CSSW Holdings, LLC, in favor of Collateral Agent, of all assets as collateral	Delaware
UCC-1 Financing Statement evidencing the pledge by CSSW, LLC, in favor of Collateral Agent, of all assets as collateral	Delaware
Upon occurrence of the Subsequent Closing Date:
UCC-1 Financing Statement evidencing the pledge by Steel Winds Holding Company, in favor of Collateral Agent, of 100% of the Equity Interests in Niagara Wind Power, LLC as collateral(3)	Delaware
UCC-1 Financing Statement evidencing the pledge by Niagara Wind Power, LLC, in favor of Collateral Agent, of all assets of Niagara Wind Power, LLC as collateral(4)	Delaware

(3)	Unless LC Indebtedness of Steel Winds Project Company is then in existence.
(4)	Unless LC Indebtedness of Steel Winds Project Company is then in existence.

43

Schedule 5.21(b)

Regulatory Matters

On the Stetson II Effective Date, the Stetson II Project Company will not be, nor will it be required to be by FERC or under the FPA, as applicable, subject to regulation under the FPA as a “public utility”, authorized by an order issued by FERC to make sales of energy capacity and ancillary services at market-based rates pursuant to Section 205 of the FPA or have both market-based rate authority and blanket authorization to issue securities and assume liabilities pursuant to Section 204 of the FPA, as well as other waivers of regulations and blanket authorizations as are customarily granted by FERC to entities with market-based rate authorization.

Schedule 10.1

Indebtedness

NONE

45

Schedule 10.2

Liens

NONE

46

Schedule 10.3

Investments

NONE

47

Exhibit A

[FORM OF GUARANTEE AND SECURITY AGREEMENT]

To be attached

FIRST LIEN GUARANTEE AND SECURITY AGREEMENT

made by

CSSW Holdings, LLC,

CSSW, LLC

and certain of its Subsidiaries

in favor of

Wells Fargo Bank, National Association,
as Collateral Agent

Dated as of July 17, 2009

2

Exhibit A

TABLE OF CONTENTS

			Page
Section 1.		DEFINED TERMS	7
	1.1	Definitions	7
Section 2.		GUARANTEE	13
	2.1	Guarantee	13
	2.2	Right of Contribution	15
	2.3	No Subrogation	15
	2.4	Amendments, etc. with respect to the Borrower Obligations	16
	2.5	Guarantee Absolute and Unconditional	17
	2.6	Reinstatement	18
	2.7	Payments	19
Section 3.		GRANT OF SECURITY INTEREST	19
	3.1	Grant of Security Interest	19
	3.2	Deposit Accounts	21
Section 4.		REPRESENTATIONS AND WARRANTIES	21
	4.1	Title; No Other Liens	21
	4.2	Perfected First Priority Liens	22
	4.3	Jurisdiction of Organization; Federal Identification Number; Chief Executive Office	23
	4.4	Investment Property	23
	4.5	Intellectual Property	25
	4.6	Commercial Tort Claims	25
Section 5.		COVENANTS	26
	5.1	Delivery of Instruments, Certificated Securities and Chattel Paper	26
	5.2	Maintenance of Perfected Security Interest; Further Documentation	26

3

	5.3	Changes in Name, etc	27
	5.4	Investment Property	27
	5.5	Intellectual Property	29
	5.6	Commercial Tort Claims	29
Section 6.		REMEDIAL PROVISIONS	30
	6.1	Grantors Remain Liable	30
	6.2	Pledged Stock	30
	6.3	Proceeds to be Turned Over To Collateral Agent	32
	6.4	Application of Proceeds	33
	6.5	Code and Other Remedies	33
	6.6	Sale of Pledged Stock	34
	6.7	Subordination	35
	6.8	Deficiency	36
Section 7.		THE COLLATERAL AGENT	36
	7.1	Collateral Agent’s Appointment as Attorney-in-Fact, etc	36
	7.2	Duty of Collateral Agent	39
	7.3	Execution of Financing Statements	39
	7.4	Authority of Collateral Agent	40
	7.5	Collateral and Administrative Agent’s Duties	40
Section 8.		MISCELLANEOUS	41
	8.1	Amendments in Writing	41
	8.2	Notices	41
	8.3	No Waiver by Course of Conduct; Cumulative Remedies	41
	8.4	Enforcement Expenses; Indemnification	42
	8.5	Successors and Assigns	43

4

	8.6	Set-Off	43
	8.7	Counterparts	44
	8.8	Severability	44
	8.9	Section Headings	44
	8.10	Integration	44
	8.11	GOVERNING LAW	44
	8.12	Submission To Jurisdiction	44
	8.13	Acknowledgements	45
	8.14	Additional Grantors	46
	8.15	Termination; Releases	46
	8.16	Security Interest Absolute	47
	8.17	Reinstatement	49
	8.18	WAIVER OF JURY TRIAL	50
	8.19	Intercreditor Agreement	50
SCHEDULES
Schedule 1		Pledged Stock
Schedule 2		Perfection Matters
Schedule 3		Jurisdictions of Organization, Federal Identification Numbers and Chief Executive Offices
Schedule 4		Intellectual Property
Schedule 5		Notice Addresses
Schedule 6		Commercial Tort Claims
Schedule 7		Deposit Accounts and Securities Accounts
ANNEX
Annex I		Assumption Agreement

5

FIRST LIEN GUARANTEE AND SECURITY AGREEMENT

FIRST LIEN GUARANTEE AND SECURITY AGREEMENT, dated as of July 17, 2009 (this “Agreement”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Wells Fargo Bank, National Association, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of PIP3PX FirstWind Debt Ltd. and PIP3GV FirstWind Debt Ltd. (the “Initial Lenders”) and the banks and other financial institutions or entities (the “Other Lenders” and together with the Initial Lenders, the “Lenders”) from time to time parties to the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, dated as of July 17, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CSSW, LLC, as borrower (the “Borrower”),  CSSW Holdings, LLC (“CSSW Parent”), the Initial Lenders, Wells Fargo Bank, National Association, as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and the Collateral Agent, the Initial Lenders have severally agreed to make their respective extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

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WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Initial Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Agents and the Initial Lenders to enter into the Credit Agreement and to induce the Initial Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

SECTION 1.DEFINED TERMS

1.1Definitions.  (a)Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including in the preamble and recitals hereto) shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC:  Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Contracts, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights, Proceeds, Securities Accounts and Supporting Obligations.

(b)The following terms shall have the following meanings:

“Administrative Agent” shall have the meaning set forth in the recitals hereto.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Borrower” shall have the meaning set forth in the recitals hereto.

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“Borrower Obligations” shall mean the collective reference to the unpaid principal of and interest on the Term Loans and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Term Loans and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Collateral Agent, the Lenders or any other Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Collateral Agent or to the Secured Parties that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).

“Collateral” shall have the meaning ascribed to such term in Section 3.1.

“Collateral Account” shall mean any collateral account established by the Collateral Agent as provided in Section 6.3 or 6.4.

“Collateral Agent” shall have the meaning set forth in the preamble hereto.

“Contracts” shall mean all contracts and agreements to which any Grantor is or may hereafter become a party (in each case, whether written or oral, or third party or intercompany), including the Material Project Documents, as the same may be amended, supplemented or otherwise modified from time to time, including, without limitation, (i) all

8

rights of any Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of any Grantor to damages arising thereunder and proceeds of any insurance, indemnity, warranty or guaranty with respect thereto and (iii) all rights of any Grantor to perform and to exercise all remedies thereunder.

“Copyrights” shall mean (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 4), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

“Copyright Licenses” shall mean any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed in Schedule 4), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Credit Agreement” shall have the meaning set forth in the recitals hereto.

“CSSW Parent” shall have the meaning set forth in the recitals hereto.

“Deposit Account” shall have the meaning ascribed to such term in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

“Deposit Account Control Agreement” shall have the meaning ascribed to such term in Section 3.2.

“Grantors” shall have the meaning set forth in the preamble hereto.

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“Guarantor Obligations” shall mean with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all Attorney Costs and expenses of the Collateral Agent or the Secured Parties that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

“Guarantors” shall mean the collective reference to each Grantor other than the Borrower.

“Initial Lenders” shall have the meaning set forth in the preamble hereto.

“Intellectual Property” shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note” shall mean any promissory note evidencing loans made by any Grantor to CSSW Parent or any of its Subsidiaries.

“Investment Property” shall mean the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

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“Issuers” shall mean the collective reference to each issuer of any Investment Property.

“Lenders” shall have the meaning set forth in the preamble hereto.

“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” shall mean (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

“Other Lenders” shall have the meaning set forth in the preamble hereto.

“Patents” shall mean (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 4, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 4, and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License” shall mean all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 4.

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“Pledged Notes” shall mean all promissory notes listed on Schedule 1, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“Pledged Stock” shall mean the Equity Interests listed on Schedule 1, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect.

“Proceeds” shall mean all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Subsidiary Guarantors” shall mean after the Subsequent Closing Date, to the extent Grantors hereunder, the collective reference to the Steel Winds Holding Company and the Steel Winds Project Company.

“Trademarks” shall mean (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political

12

subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 4, and (ii) the right to obtain all renewals thereof.

“Trademark License” shall mean any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 4.

1.2Other Definitional Provisions.  (a)  The “Interpretation, Etc.” provisions set forth in Section 1.3 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and the recitals hereto.

(b)Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2.GUARANTEE

2.1Guarantee.  (a)  Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations.

(b)Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor

13

under applicable federal and state laws relating to fraudulent conveyances, transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).

(c)Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee of such Guarantor contained in this Section 2 or affecting the rights and remedies of the Collateral Agent or any Secured Party hereunder.

(d)Subject to Section 8.15 hereof, the guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by full and final payment in cash and the Initial Term Loan Commitment and Subsequent Term Loan Commitment shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations.

(e)No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent or any Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full and the Initial Term Loan Commitment and Subsequent Term Loan Commitment are terminated.

14

2.2Right of Contribution.  Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment.  Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3.  The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Collateral Agent and the Secured Parties, and each Subsidiary Guarantor shall remain liable to the Collateral Agent and the Secured Parties for the full amount guaranteed by such Subsidiary Guarantor hereunder.

2.3No Subrogation.  Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Collateral Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of set-off held by the Collateral Agent or any Secured Party for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Collateral Agent and the Secured Parties by the Borrower on account of the Borrower Obligations are paid in full and the Initial Term Loan Commitment and Subsequent Term Loan Commitment are terminated.  If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Collateral Agent and the Secured Parties, segregated from

15

other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Collateral Agent, at the direction of the Majority Lenders, may determine.

2.4Amendments, etc. with respect to the Borrower Obligations.  Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Collateral Agent or any Secured Party may be rescinded by the Collateral Agent or such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of set-off with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the Majority Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of set-off at any time held by the Collateral Agent or any Secured Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released.  Neither the Collateral Agent nor any Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

16

2.5Guarantee Absolute and Unconditional.  Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2.  Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations.  Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of set-off with respect thereto at any time or from time to time held by the Collateral Agent or any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this Section 2, in bankruptcy

17

or in any other instance.  When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of set-off with respect thereto, and any failure by the Collateral Agent or any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of set-off, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of set-off, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Secured Party against any Guarantor.  For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.6Reinstatement.  The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

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2.7Payments.  Payments by any Guarantor made hereunder will be paid to the Collateral Agent without set-off or counterclaim in Dollars at the Payment Office of the Collateral Agent specified in the Credit Agreement.

SECTION 3.GRANT OF SECURITY INTEREST

3.1Grant of Security Interest.  Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a)  all Accounts;

(b)  all Chattel Paper;

(c)  all Contracts;

(d)  all Deposit Accounts;

(e)  all Documents;

(f)  all Equipment;

(g)  all Fixtures;

(h)  all General Intangibles;

(i)  all Instruments;

(j)  all Intellectual Property;

(k) all Inventory;

(l)  all Investment Property;

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(m)  all Letter-of-Credit Rights;

(n)  all Commercial Tort Claims from time to time described on Schedule 6;

(o)  all other property not otherwise described above (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above);

(p)  all books and records pertaining to the Collateral; and

(q)  to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that notwithstanding any of the other provisions set forth in this Section 3.1, this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; provided that any such property shall be excluded from such security interest only to the extent and for so long as the consequences specified above shall exist

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and shall cease to be excluded and shall be subject to the Lien of the Security Documents immediately and automatically at such time as such consequence shall no longer exist.

3.2Deposit Accounts. Each Grantor agrees that upon the opening by it of any Deposit Account, the Collateral Agent shall have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC) with respect to all cash and other Collateral on deposit therein.  Each Grantor hereby agrees that in the event it opens a Deposit Account, it shall execute and deliver a deposit account control agreement (a “Deposit Account Control Agreement”) with respect to such Deposit Account to the Collateral Agent within 30 days of opening such Deposit Account, in form and substance reasonably acceptable to the Collateral Agent. No Grantor shall have any account other than a Deposit Account and no Grantor shall deposit any cash or other Collateral into any account other than a Deposit Account subject to a Deposit Account Control Agreement with the Collateral Agent.

SECTION 4.REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Initial Lenders to enter into the Credit Agreement and to induce the Initial Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Agents and each Lender that:

4.1Title; No Other Liens.  Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens on the Collateral under the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens, encumbrances or claims of others.  No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are

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permitted under the Credit Agreement.  No Person shall have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC) of any Deposit Account, Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral other than the Collateral Agent.  For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor.  For purposes of restriction on Liens and encumbrances under this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property.  Each of the Collateral Agent and each Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

4.2Perfected First Priority Liens.  The security interests granted pursuant to this Agreement (a) upon execution and delivery of any relevant Deposit Account Control Agreements and upon completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for, in the case of Liens on Steel Winds Companies, Permitted Liens (other than as described in clause (n) of the definition of “Permitted Liens”).

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4.3Jurisdiction of Organization; Federal Identification Number; Chief Executive Office.  On the date hereof, such Grantor’s jurisdiction of organization, federal identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3.

4.4Investment Property.  (a)  The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor.

(b)All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. None of the Pledged Stock is subject to any voting trust, shareholder agreement or voting agreement or other agreement, right instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting agreement, other than limited liability company agreements, partnership agreements or other governing documents of the relevant Issuer. None of the Pledged Stock is subject to an existing option, warrant, call, right, commitment or other agreement, and there is no membership interest or other Equity Interests outstanding required to be pledged hereunder in any Subsidiary, that upon conversion or exchange would require, the issuance by the applicable Grantor of any additional membership interests or other Equity Interests of such Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of such Subsidiary.

(c)Unless otherwise consented to by the Collateral Agent, Equity Interests required to be pledged hereunder in any Subsidiary that is organized as a limited liability company or limited partnership and pledged hereunder shall either (i) be represented by a

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certificate, and in the Organizational Documents of such Subsidiary, the applicable Grantor shall cause the Issuer of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its Organizational Documents language substantially similar to the following and, accordingly, such interests shall be governed by Article 8 of the Uniform Commercial Code:

“The [partnership/limited liability company] hereby irrevocably elects that all [partnership/membership] interests in the [partnership/limited liability company] shall be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing [partnership/membership] interests in the [partnership/limited liability company] shall bear the following legend: “This certificate evidences an interest in [name of [partnership/limited liability company]] and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued shall not bear the foregoing legend.”

or (ii) not have elected to be treated as a “security” within the meaning of Article 8 of the Uniform Commercial Code and shall not be represented by a certificate.

(d)Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

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(e)Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free and clear of any and all Liens, encumbrances or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and as permitted by the Credit Agreement.

4.5Intellectual Property.  (a) Schedule 4 lists all material Intellectual Property owned by such Grantor in its own name on the date hereof.

(b)On the date hereof, all material Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned and does not knowingly infringe the intellectual property rights of any other Person.

4.6Commercial Tort Claims.  (a)  On the date hereof, no Grantor has rights in any Commercial Tort Claim with potential value in excess of $500,000.

(b)Upon the filing of a financing statement covering any Commercial Tort Claim referred to in Section 5.6 hereof against such Grantor in the jurisdiction specified in Schedule 3 hereto, the security interest granted in such Commercial Tort Claim will constitute a valid perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase such Collateral from Grantor, which security interest shall be prior to all other Liens on such Collateral except for unrecorded liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of law.

4.7Deposit Accounts and Securities Accounts.   Schedule 7 sets forth a complete and correct list of all Deposit Accounts and Securities Accounts for each Grantor on the date hereof.

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SECTION 5.COVENANTS

Each Grantor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Obligations shall have been paid in full and the Initial Term Loan Commitment and Subsequent Term Loan Commitment shall have terminated:

5.1Delivery of Instruments, Certificated Securities and Chattel Paper.  If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, upon its receipt thereof, the Grantor shall promptly deliver to the Collateral Agent such Instrument, Certificated Security or Chattel Paper, as applicable, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement.

5.2Maintenance of Perfected Security Interest; Further Documentation.  (a)  Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral.

(b)Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail.

(c)At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of

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obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

5.3Changes in Name, etc.  Such Grantor will not, (a) except upon 30 days’ prior written notice to the Collateral Agent and delivery to the Collateral Agent of all additional financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.3 or (b) except upon 10 days’ prior written notice to the Collateral Agent and delivery to the Collateral Agent of all additional financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein, change its name.

5.4Investment Property.  (a)  If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall

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accept the same as the agent of the Collateral Agent and the Secured Parties, hold the same in trust for the Collateral Agent and the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations.  Any sums paid upon or in respect of Pledged Stock or Pledged Notes and except as otherwise expressly provided in the Credit Agreement, any other Investment Property, upon the liquidation or dissolution of any Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital constituting Collateral shall be made on or in respect of such Investment Property or any property shall be distributed upon or with respect to such Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property constituting Collateral so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations.  If any sums of money or property constituting Collateral so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

(b)Without the prior written consent of the Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity

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Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, unless such securities are delivered to the Collateral Agent, concurrently with the issuance thereof, to be held by the Collateral Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien, encumbrance or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or Permitted Liens under the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.

(c)In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) the terms of Sections 6.2(c) and 6.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.2(c) or 6.6 with respect to the Investment Property issued by it.

5.5Intellectual Property.  Such Grantor shall take commercially reasonable actions to maintain the value and validity of all Intellectual Property owned by it that is material to its business, except to the extent the failure to take any such action could not reasonably be expected to have a Material Adverse Effect.

5.6Commercial Tort Claims.  If such Grantor shall obtain an interest in any Commercial Tort Claim with a potential value in excess of $500,000, such Grantor shall within

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30 days of obtaining such interest sign and deliver documentation reasonably acceptable to the Collateral Agent granting a security interest under the terms and provisions of this Agreement in and to such Commercial Tort Claim.

SECTION 6.REMEDIAL PROVISIONS

6.1Grantors Remain Liable.  Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating thereto. Neither the Collateral Agent or any Secured Party shall be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

6.2Pledged Stock.  (a)  Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.2(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case, paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the

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Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Majority Lenders’ reasonable judgment, would materially impair the Pledged Stock or which would result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.

(b)If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Collateral Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral

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Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c)Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

6.3Proceeds to be Turned Over To Collateral Agent.  If an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required).  All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control.  All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.4.

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6.4Application of Proceeds.  If an Event of Default shall have occurred and be continuing, the Collateral Agent shall apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations then due and owing in accordance with Section 11.5 of the Credit Agreement and the Collateral Agent shall retain any other proceeds constituting Collateral in accordance with the terms of this Agreement.

6.5Code and Other Remedies.  If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law.  Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk.  The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such

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private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released.  Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere.  The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.5 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred for the care or safekeeping of any of the Collateral of such Grantor or in any way relating to preserving or maintaining the Collateral of such Grantor or the rights of the Collateral Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of such Grantor, in such order as the Collateral Agent may elect and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor.  To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any rights hereunder.  If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.6Sale of Pledged Stock.  (a)  Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of

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purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(b)Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 6.6 valid and binding and in compliance with any and all other applicable Requirements of Law.  Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.6 will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.6 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or is continuing under the Credit Agreement.

6.7Subordination.  Each Grantor hereby agrees that, upon the occurrence and during the continuance of an Event of Default, unless otherwise agreed by the Collateral Agent,

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all Indebtedness owing by it to any Subsidiary of any Grantor shall be fully subordinated to the indefeasible payment in full in cash of such Grantor’s Obligations.

6.8Deficiency.  Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and reasonable Attorney Costs and expenses of the Collateral Agent or any Secured Party to collect such deficiency.

SECTION 7.THE COLLATERAL AGENT

7.1Collateral Agent’s Appointment as Attorney-in-Fact, etc.  (a)  Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, subject to the last sentence of this Section 7.1(a), to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i)in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Contract or with respect to any other Collateral whenever payable;

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(ii)in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent or any Lender may request to evidence the Collateral Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii)pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of the Credit Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv)execute, in connection with any sale provided for in Sections 6.5 or 6.6, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v)(1)  direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;  (2)   ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;  (3)   sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;  (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent

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may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing.

(b)If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any past due Term Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent immediately upon demand.

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(d)Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2Duty of Collateral Agent.  The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account.  Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.  The powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers.  The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

7.3Execution of Financing Statements.  Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such

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Grantor in such form and in such offices as the Collateral Agent or any Lender determines appropriate to perfect the security interests of the Collateral Agent under this Agreement.  Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets” in any such financing statements.

7.4Authority of Collateral Agent.  Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

7.5Collateral and Administrative Agent’s Duties. (a)  Wells Fargo Bank, National Association, in its capacity as Collateral Agent and Administrative Agent, agrees to take any actions or exercise any powers or remedies provided for it under this Agreement or the Loan Documents if so instructed by the requisite Lenders; provided, however, that the Agents shall not be required to take any action that exposes it to personal liability, requires it to advance or expend funds, or that is contrary to this Agreement, the Loan Documents or any Requirement of Law. The Lenders acknowledge that the Administrative Agent and the Collateral Agent will only be required to exercise its rights and remedies under this Agreement or the other Loan Documents upon the written direction of the requisite Lenders and that any permissive duty

40

contained in this Agreement or the other Loan Documents shall not be construed as an obligations imposed upon either the Administrative Agent or the Collateral Agent.

(b)Notwithstanding anything herein to the contrary, the Collateral Agent shall be afforded all of the rights, powers, immunities and indemnities of the Collateral Agent set forth in the Credit Agreement and the other Loan Documents, as if such rights, powers, immunities and indemnities were specifically set forth herein.  Each Grantor hereby acknowledges the appointment of the Collateral Agent pursuant to the Credit Agreement.  The rights, privileges, protections and benefits given to the Collateral Agent, including their right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in its capacity hereunder.

SECTION 8.MISCELLANEOUS

8.1Amendments in Writing.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 13.10 of the Credit Agreement.

8.2Notices.  All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 13.3 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 5.

8.3No Waiver by Course of Conduct; Cumulative Remedies.  Neither the Collateral Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.  No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial

41

exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Collateral Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such Secured Party would otherwise have on any future occasion.  The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

8.4Enforcement Expenses; Indemnification.  (a)  Each Guarantor agrees to pay or reimburse each Secured Party and the Collateral Agent for all its properly documented reasonable costs, fees and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, Attorney Costs and expenses of each Secured Party and the Collateral Agent.

(b)Each Guarantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c)Each Guarantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this

42

Agreement to the extent the Borrower would be required to do so pursuant to Sections 13.1 and 13.2 of the Credit Agreement.

(d)The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

8.5Successors and Assigns.  This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

8.6Set-Off.  In addition to any rights and remedies of the Secured Parties provided by law, each Secured Party shall have the right, without notice to any Grantor, any such notice being expressly waived by each Grantor to the extent permitted by applicable law, upon any Obligations becoming due and payable by any Grantor (whether at the stated maturity, by acceleration or otherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party, any affiliate thereof or any of their respective branches or agencies to or for the credit or the account of such Grantor.  Each Secured Party agrees promptly to notify the relevant Grantor and the Collateral Agent after any such application made by such Secured Party, provided that the failure to give such notice shall not affect the validity of such application.

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8.7Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by .pdf or telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.8Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9Section Headings.  The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

8.10Integration.  This Agreement and the other Loan Documents represent the agreement of the Grantors, the Collateral Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or therein.

8.11GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.12Submission To Jurisdiction.  Each party hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for the purposes of all legal

44

proceedings arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby or thereby.  Each party hereby irrevocably waives, to the fullest extent permitted by applicable Requirement of Law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.  Nothing herein shall affect the right to serve process in any other manner permitted by applicable Requirements of Law or any right to bring legal action or proceedings in any other competent jurisdiction, including judicial or non-judicial foreclosure of real property interests which are part of the Collateral.  To the extent permitted by applicable Requirements of Law, each party hereto further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to such party at the address referenced in Section 8.2, such service to be effective upon the date indicated on the postal receipt returned from such party.

8.13Acknowledgements.  Each Grantor hereby acknowledges that:

(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b)neither the Collateral Agent nor any Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

45

(c)no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

8.14Additional Grantors.  Each Subsidiary of the Borrower that is required to become a party to this Agreement on or after the Subsequent Closing Date pursuant to Section 9.22 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Annex I hereto. The parties hereto acknowledge and agree that with respect to the Steel Winds Project, if the Steel Winds Letters of Credit are in existence as of the Subsequent Closing Date and the Steel Winds Project Company is the obligor thereunder, then the Steel Winds Companies shall be required to become a party to this Agreement upon the termination or expiration of such Steel Winds Letters of Credit.

8.15Termination; Releases.  (a) Upon the indefeasible payment and performance in full (in cash) of any and all Obligations (other than inchoate Obligations for which no claims have been asserted), whether due or to become due, direct or indirect, absolute or contingent, and howsoever evidences, held or acquired, this Agreement and the other Loan Documents shall automatically terminate and be of no further force and effect (other than the provisions hereof that by their express terms survive such termination) and at the direction of the Majority Lenders, the Administrative Agent and Collateral Agent shall execute and deliver such documentation confirming such termination as may reasonably be requested by the Borrower and the Collateral shall automatically be released from the Liens of under this Agreement and any other Security Documents and the guarantees thereunder terminated, all without delivery of any instrument or performance of any act by any Person.

46

(b)Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Agents are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations under Section 2 hereunder (i) to the extent necessary to permit consummation of any transaction permitted by the Loan Documents or that has been consented to by the Majority Lenders or (ii) the circumstances described in clause (a) above.

(c)Upon the incurrence or issuance of any Qualified Tax Equity Financing or any Steel Winds Permitted Project Indebtedness, in each case with respect to the Steel Winds Project (including by either of the Steel Winds Companies) on and after the Subsequent Closing Date and so long as the Net Cash Proceeds thereof have been applied in accordance with Section 4.1(a) of the Credit Agreement to the extent the Steel Winds Companies have granted Collateral pursuant to Section 9.22 of the Credit Agreement and Section 8.14 of this Agreement, the Collateral granted by the Steel Winds Companies shall be released from the Liens created by the Security Documents, and the Security Documents shall no longer be applicable to the Steel Winds Companies and all obligations (other than those that expressly survive such release) of the Steel Winds Companies (including the guarantee obligations of Steel Winds Holding Company) under this Agreement and any other Security Document shall terminate, all without delivery of any instrument or performance of any act by any Person.

8.16Security Interest Absolute.  To the maximum extent permitted by applicable Requirement of Law, the rights and remedies of the Collateral Agent hereunder, the Liens created hereby, and, subject to Section 2.5, the obligations of the Grantors under this Agreement are absolute, irrevocable and unconditional and will remain in full force and effect

47

without regard to, and will not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than termination or release pursuant to Section 8.15), including: (a) any renewal, extension, amendment or modification of, or addition or supplement to or deletion from, any of the Loan Documents or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof, (b) any waiver of, consent to or departure from, extension, indulgence or other action or inaction under or in respect of any of the Obligations, this Agreement, any other Loan Document or other instrument or agreement relating thereto, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of the Obligations, this Agreement, any other Loan Document or any such other instrument or agreement relating thereto, (c) any furnishing of any additional security for the Obligations or any part thereof to the Collateral Agent or any other Person or any acceptance thereof by the Collateral Agent or any other Person or any substitution, sale, exchange, release, surrender or realization of or upon any such security by the Collateral Agent or any other Person or the failure to create, preserve, validate, perfect or protect any other Lien granted to, or purported to be granted to, or in favor of, the Collateral Agent or any other Secured Party, (d) any invalidity, irregularity or unenforceability of all or any part of the Obligations, any other Loan Document or any other agreement or instrument relating thereto or any security therefor, (e) the acceleration of the maturity of any of the Obligations or any other modification of the time of payment thereof, (f)  any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real property or other collateral serving as security for all or any part of the Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of any Grantor or may preclude any Grantor from obtaining reimbursement, contribution, indemnification or other recovery and even

48

though such Grantor may or may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency, (g) any act or omission of the Collateral Agent or any other Person (other than payment of the Obligations) that directly or indirectly results in or aids the discharge or release of any Grantor or any part of the Obligations or any security or guarantee (including any letter of credit) for all or any part of the Obligations by operation of law or otherwise, (h) the election by the Collateral Agent, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (i) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code, (j) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any Lien in favor of the Collateral Agent for any reason, (m) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligations (or any interest on all or any part of the Obligations) in or as a result of any such proceeding or (n) any other event or circumstance whatsoever which might otherwise constitute a legal or equitable discharge of a surety or a guarantor, it being the intent of this Section 8.16 that the obligations of any Grantor hereunder shall be absolute, irrevocable and unconditional under any and all circumstances.

8.17Reinstatement.  This Agreement and the Liens created hereunder shall automatically be reinstated if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or

49

conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made, and such Grantor shall indemnify the Collateral Agent, each other Secured Party and its respective employees, officers and agents on demand for all reasonable fees, costs and expenses (including reasonable fees, costs and expenses of counsel) incurred by the Collateral Agent, such other Secured Party or their respective employees, officers or agents in connection with such reinstatement, rescission or restoration.

8.18         WAIVER OF JURY TRIAL.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.19         Intercreditor Agreement.  Notwithstanding anything to the contrary herein, in the case of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall govern.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

[NAME OF GRANTOR]

By:

Name:

50

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent

By:

Name:

Title:

51

Schedule 1
DESCRIPTION OF INVESTMENT PROPERTY
Pledged Stock:
Issuer	Class of Stock	Stock Certificate No.	No. of Shares
CSSW, LLC	N/A	N/A	100% of membership interests
New York Wind III, LLC	N/A	N/A	100% of membership interests
Stetson Holdings, LLC	N/A	N/A	100% of membership interests
Pledged Notes:
None.

52

Schedule 2

FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

Secretary of State of the State of Delaware

Patent and Trademark Filings

None.

Actions with respect to Pledged Stock

Other Actions

Delivery of all share certificates of Pledged Stock to Collateral Agent

53

Schedule 3

LOCATION OF JURISDICTIONS OF ORGANIZATION; FEDERAL IDENTIFICATION NUMBERS; CHIEF EXECUTIVE OFFICES

Full and Correct Legal Name CSSW HOLDINGS, LLC CSSW, LLC

Type of Organization Limited Liability Company Limited Liability Company

Jurisdiction of Organization	Delaware	Delaware
Organizational ID Number	4707418	4707420

Mailing Address c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

Attention:  President c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

Attention:  President

Place of Business Delaware Delaware

Location of Chief Executive Officer c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

Attention:  President c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

Attention:  President

Change of Name N/A N/A

54

Schedule 4

COPYRIGHTS AND COPYRIGHT LICENSES

None.

PATENTS AND PATENT LICENSES

None.

TRADEMARKS AND TRADEMARK LICENSES

None.

55

Schedule 5

NOTICE ADDRESSES OF GUARANTORS

c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

56

Schedule 6

COMMERCIAL TORT CLAIMS

None.

57

Schedule 7

DEPOSIT AND SECURITY ACCOUNTS

None.

58

Annex I to

Guarantee and Security Agreement

ASSUMPTION AGREEMENT, dated as of                     , 20    , made by                              (the “Additional Grantor”), in favor of Wells Fargo Bank, National Association, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of PIP3PX FirstWind Debt Ltd. and PIP3GV FirstWind Debt Ltd. (the “Initial Lenders”) and the banks and other financial institutions or entities (the “Other Lenders” and together with the Initial Lenders, the “Lenders”) parties to the Credit Agreement referred to below.  All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement referred to below.

59

W I T N E S S E T H :

WHEREAS, CSSW, LLC as borrower (the “Borrower”),  CSSW Holdings, LLC (“CSSW Parent”), the Initial Lenders, Wells Fargo Bank, National Association, as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and the Collateral Agent have entered into the Credit Agreement, dated as of July 17, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and Security Agreement, dated as of July 17, 2009 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Security Agreement”) in favor of the Collateral Agent for the ratable benefit of the Secured Parties;

WHEREAS, the Credit Agreement requires in certain circumstances for the Additional Grantor to become a party to the Guarantee and Security Agreement on or after the Subsequent Closing Date; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Security Agreement;

NOW, THEREFORE, IT IS AGREED:

1.  Guarantee and Security Agreement.  By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Security Agreement, hereby becomes a party to the Guarantee and Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder.  The information set forth in Annex I-A hereto is hereby

60

added to the information set forth in the Schedules to the Guarantee and Security Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Security Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2.  Governing Law.  THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

3. Acknowledgment.  The undersigned hereby acknowledges and consents to, the Intercreditor Agreement, dated as of July 17, 2009, between HSH Nordbank, AG, New York Branch, as the Holdings Agent and Wells Fargo Bank, National Association, as the Aimco Agent. The undersigned agrees to be bound by the Intercreditor Agreement, and that the Intercreditor Agreement may be amended by Aimco Agent and Holdings Agent (as such terms are defined in the Intercreditor Agreement) without notice to, or the consent of, the Additional Grantor or any other Person.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]

By:

Name:

Title:

61

Annex I-A to

Assumption Agreement

Supplement to Schedule 1

Supplement to Schedule 2

Supplement to Schedule 3

Supplement to Schedule 4

Supplement to Schedule 5

Supplement to Schedule 6

Supplement to Schedule 7

62

Exhibit B

[FORM OF TERM NOTE]

TERM NOTE

New York, New York

$                  , 20  

FOR VALUE RECEIVED, the undersigned, CSSW, LLC, a Delaware limited liability company (the “Borrower”) hereby unconditionally promises to pay to the order of [Insert name of Lender] (the “Lender”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined), in lawful money of the United States and in immediately available funds, the principal sum of                              DOLLARS ($                  ), with interest, including PIK Interest, if any, at the rate and payable in the manner stated in the Amended and Restated Credit Agreement dated as of December     , 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) the Borrower, (ii) CSSW Holdings, LLC, (iii) the Lenders party thereto, and (iv) Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent.

This is a “Term Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest (including PIK Interest, if any) on, this Term Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. This Term Note is secured and guaranteed as provided in the Loan Documents. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Lender’s books and records concerning the Term Loans, the accrual of interest (including PIK Interest) thereon, and the repayment of such Term Loans, shall be prima facie evidence of the existence and amounts of the Term Loans and other Obligations therein recorded. The failure of the Lender to maintain such books and records, or any error therein, shall not in any manner affect the obligations of the Borrower to repay or pay the Term Loans, accrued interest thereon (including PIK Interest) and the other Obligations of the Borrower to such Lender hereunder in accordance with the terms of the Credit Agreement.

No delay or omission by any Agent or any Lender in exercising or enforcing any of such Agent’s or such Lender’s powers, rights, privileges, remedies or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver.

In addition to any other remedy provided in the Credit Agreement, upon the occurrence of any Event of Default (other than an Event of Default specified in Section 11.1(g) of the Credit Agreement), all amounts then unpaid on this Term Note (including any accrued and unpaid interest) shall, upon notice to the Borrower by the Administrative Agent (acting at the direction of the Majority Lenders), immediately become due and payable.  If an Event of Default specified in Section 11.1(g) shall occur with respect to the Borrower, all amounts then unpaid on this Term

Note (including any accrued and unpaid interest) shall immediately become due and payable without notice.

Except as otherwise provided in the Credit Agreement, all parties now and hereafter liable with respect to this Term Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, notice and protest, and also waive any delay on the part of the holder hereof.

This Term Note shall be binding upon the Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Lenders and their successors, endorsees and assigns.

THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

THESE INITIAL TERM LOANS WERE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”).  LENDERS MAY OBTAIN THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THESE LOANS BY SUBMITTING A WRITTEN REQUEST TO BORROWER AT ITS NOTICE OFFICE.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the Borrower has caused this Term Note to be duly executed as of the date set forth above.

CSSW, LLC

By:

Name:

Title:

3

Exhibit C

[FORM OF NOTICE OF BORROWING]

NOTICE OF BORROWING

[Date](1)

Wells Fargo Bank, National Association
as Administrative Agent for the Lenders party
to the Credit Agreement referred to below
45 Broadway, 14th Floor
New York, NY 10006
Attention:  CMES-CSSW, LLC

Ladies and Gentlemen:

The undersigned, CSSW LLC, a Delaware limited liability company (the “Borrower”), refers to the Amended and Restated Credit Agreement dated as of December     , 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined) among the Borrower, CSSW Holdings, LLC, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent.

Pursuant to Section 2.2 of the Credit Agreement, the Borrower hereby gives you notice, irrevocably, that it requests Term Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Term Loans as is required by Section 2.2 of the Credit Agreement:

(i)       The aggregate principal amount of the Term Loans to be made on the [Initial Closing Date] [Subsequent Closing Date] [Stetson II Closing Date] is $                    .

(ii)      The [Initial Closing Date] [Subsequent Closing Date] [Stetson II Closing Date] is [                ], 20    .

The undersigned hereby certifies that as of the [Initial Closing Date] [Subsequent Closing Date] [Stetson II Closing Date], each of the conditions precedent contained in [Section 3.1] [Section 3.2] [Section 3.4] of the Credit Agreement will be fully satisfied or waived by the Administrative Agent and the Initial Lenders.

Very truly yours,
CSSW, LLC
By:
	Name:
	Title:

(1)At least three Business Days prior to the applicable Closing Date, except if the borrowing is to occur on the Initial Closing Date.

Exhibit D

[FORM OF LEGAL OPINION OF CSSW PARENT’S, BORROWER’S AND STEEL WINDS PROJECT COMPANY’S IN-HOUSE COUNSEL]

To be provided by Goodwin Procter LLP

Exhibit E

[FORM OF LEGAL OPINION OF GOODWIN PROCTER LLP]

To be provided by Goodwin Procter LLP

Exhibit F

[FORM OF ASSIGNMENT AND ACCEPTANCE]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit Agreement dated as of December     , 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) CSSW, LLC (the “Borrower”), (ii) CSSW Holdings, LLC, (iii) the Lenders party thereto, and (iv) Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

(the “Assignor”) and                      (the “Assignee”) agree as follows:

1.The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, the interest described in Section 1 of Schedule I hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations as a Lender under the Credit Agreement as of the Effective Date (defined below).  After giving effect to such sale and assignment, the principal amount of the Term Loans owing to the Assignor and the Assignee will be as set forth in Section 2 of Schedule I hereto.

2.The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest and that the Assigned Interest is free and clear of any adverse claim and (ii) it is legally authorized to enter into this Assignment and Acceptance; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in, or in connection with, the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Affiliates or any other obligor or the performance or observance by the Borrower, any of its Affiliates or any other obligor of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (d) confirms that the amount of the Term Loans subject to this Assignment and Acceptance is not less than $10,000,000 or a higher integral multiple of $1,000,000 in excess thereof, or, if less, 100% of the remaining amount of the Assignor’s Term Loans.

3.The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Sections 7.1 and 7.2 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (b) agrees that

it will, independently and without reliance upon the Agents, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (c) appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all of the obligations which, by the terms of the Credit Agreement, are required to be performed by it as a Lender; (e) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (f) specifies as its lending office (and address for notices) the office set forth beneath its name on the signature pages hereof; and (g) agrees to deliver to the Administrative Agent and the Borrower such documents and other information as required by Section 4.5(f) of the Credit Agreement.

4.Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent, together with (a) payment instructions, addresses, any required tax forms, contact information and any related information with respect to the Assignee and (b) a processing fee in the amount of $3,500 for acceptance and recording by the Administrative Agent. Unless otherwise specified on Schedule I hereto, the effective date of this Assignment and Acceptance shall be the date that the Administrative Agent notifies the Assignor and the Borrower that it has received (and provided its consent with respect to, if necessary) a fully executed version of this Assignment and Acceptance and payment of the above-referenced processing fee and the Borrower has provided its consent to such assignment, if required (such consent not to be unreasonably delayed, withheld or conditioned).

5.From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned by this Assignment and Acceptance, shall have the rights and obligations under the Credit Agreement of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof, and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents with respect to the Assigned Interest, other than those relating to events or circumstances occurring prior to the Effective Date.

6.From and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the Assigned Interest (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves.

7.This Assignment and Acceptance shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York.

8.This Assignment and Acceptance may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to constitute an original, but all of which shall together constitute one and the same instrument.  Delivery of an executed signature page of this Assignment and Acceptance by email or facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written on Schedule I hereto.

	[ASSIGNOR]
	By:
	Name:
	Title:
	[ASSIGNEE]
	By:
	Name:
	Title:
	Lending Office (and address for notices):
	[Address]
Accepted this            day
of                 ,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:

Consented to this         

day of                 ,

CSSW, LLC, as Borrower

By:

Name:

Title:

Schedule I to Assignment and Acceptance

Dated               ,

This is Schedule I to Assignment and Acceptance with respect to the Amended and Restated Credit Agreement dated as of December     , 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) CSSW, LLC (the “Borrower”), (ii) CSSW Holdings, LLC, (iii) the Lenders party thereto, and (iv) Wells Fargo Bank, National Association, as Administrative Agent and as Collateral Agent.

Section 1.
Name of Assignor:
Name of Assignee:
Principal amount of Term Loans assigned:	$
Section 2.
Principal amount of Term Loans owing to Assignor:	$
Principal amount of Term Loans owing to Assignee:	$
Section 3.
Effective Date:	,

Exhibit G

[INITIAL CLOSING DATE ORGANIZATIONAL STRUCTURE]

To be provided by Goodwin Procter LLP

Exhibit H

[FORM OF UNDERTAKING AGREEMENT]

To be attached

UNDERTAKING AGREEMENT

Dated as of July 17, 2009

FIRST WIND HOLDINGS, LLC

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

UNDERTAKING AGREEMENT (this “Undertaking Agreement”), dated as of July 17, 2009, by and among FIRST WIND HOLDINGS, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“FWH”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

RECITALS

WHEREAS, CSSW, LLC, a Delaware limited liability company (the “Borrower”), CSSW Holdings, LLC (“CSSW Parent”), a Delaware limited liability company and the Borrower’s parent, various financial institutions party thereto as Lenders from time to time, the Administrative Agent and the Collateral Agent have entered into the Credit Agreement dated as of July 17, 2009 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”), pursuant to which the Lenders have agreed to provide the Term Loans to the Borrower on the terms and conditions set forth therein;

WHEREAS, certain Subsidiaries of the Borrower own, operate and maintain the Projects;

WHEREAS, FWH currently provides, on behalf of such Subsidiaries, the guarantees, letters of credits and other credit support specified on Schedule I hereto (each an “Existing Credit Support Instrument”) to satisfy the credit support obligations under the Material Project Documents specified in such Schedule;

WHEREAS, the Borrower currently owns, indirectly, Prattsburgh, and intends to Unwind the rights and assets of Prattsburgh and transfer its equity interests in Prattsburgh to an Affiliate (other than to any of its Subsidiaries); and

WHEREAS, FWH is an indirect parent of the Borrower, and the issuance, execution and delivery of this Undertaking Agreement is a condition precedent to the making of the Term Loans by the Lenders.

NOW, THEREFORE, to induce the Lenders to make the Term Loans and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FWH desires to confirm and agree to certain matters for the benefit of the Collateral Agent, the Administrative Agent and the other Secured Parties.  Accordingly, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.01         Definitions.  Capitalized terms used herein (including in the preamble and recitals hereto) and not defined herein shall have the meanings assigned thereto in the Credit Agreement.  The rules of interpretation set out in Sections 1.2 and 1.3 of the Credit Agreement are incorporated herein by reference and shall apply to this Undertaking Agreement.

ARTICLE 2

THE CONFIRMATIONS AND AGREEMENTS

2.01         Confirmations and Agreements.  FWH hereby confirms to and covenants and agrees with the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties, that, on behalf of each Subsidiary listed on Schedule I hereto, FWH will maintain each of the Existing Credit Support Instruments set forth on Schedule I in accordance with the terms of the relevant Material Project Document (including extending the term of any such Existing Credit Support Instrument if required thereunder) until, with respect to any Existing Credit Support Instrument, the earliest to occur of (a) the date on which the relevant Project Company or other Subsidiary of the Borrower (any such Project Company or Subsidiary being referred to as a “New LC Obligor”) is able to and provides pursuant to Permitted Project Indebtedness substitute credit support that is acceptable to the relevant counterparty and in full replacement of such Existing Credit Support Instrument, in accordance with the terms and conditions of the applicable Material Project Document and the Loan Documents, (b) the date on which all of FWH’s obligations with respect to the Existing Credit Support Instrument have been assumed by a New LC Obligor, (c) the date on which this Undertaking Agreement terminates under Section 2.03 and (d) after an acceleration of the Term Loans under the Credit Agreement, the date upon which the Collateral Agent transfers, assigns, sells or otherwise disposes of, directly or indirectly, the Steel Winds Project in connection with its exercise of remedies thereunder to an unaffiliated third party purchaser.

2.02         Indemnity.  Without waiving any rights, claims or defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the Loan Documents, FWH shall pay, indemnify, save and hold the Administrative Agent, the Collateral Agent and each Secured Party and each of their respective officers, directors, employees,

counsel, agents and attorneys-in-fact and Affiliates (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, charges, expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following the Unwind of Prattsburgh or repayment of the Term Loans or the termination, resignation or replacement of any Agent or any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to, or arising out of, the business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Borrower or any of its Affiliates related thereto, and any investigation, litigation or proceeding (including any bankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to Prattsburgh, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that FWH shall not have any obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from the fraud, gross negligence or willful misconduct of such Indemnified Person.

2.03         Termination.  The obligations of FWH under this Undertaking Agreement shall terminate on the date of termination of the Credit Agreement and the other Loan Documents in accordance with Section 13.21 of the Credit Agreement.

ARTICLE 3

MISCELLANEOUS

3.01         Notices.  All notices and other communications provided for hereunder shall be:  (a) given or made in writing in the manner set out in, and deemed to have been duly

given in accordance with, Section 13.3 of the Credit Agreement and (b) sent to a party hereto at its address and contact number specified on the signature pages hereto, or at such other address and contact number as is designated by such party in a written notice to the other parties hereto.

3.02         No Waiver; Remedies Cumulative.  No failure or delay on the part of any of the Secured Parties in exercising any right, power or privilege hereunder and no course of dealing between FWH, the Borrower, the Guarantors and any Secured Party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.  No notice to or demand on FWH in any case shall entitle FWH to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Party to take any other or further action in any circumstances without notice or demand.  All remedies, either under this Agreement or pursuant to any Requirement of Law or otherwise afforded to any Secured Party shall be cumulative and not alternative.

3.03         Amendments, Etc.  The terms of this Undertaking Agreement may be waived, altered or amended only by an instrument in writing duly executed by FWH, the Administrative Agent and the Collateral Agent (each acting on the instructions of the Majority Lenders).

3.04         Successors and Assigns.   This Undertaking Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of FWH and the respective successors and assignees of each Secured Party; provided, however, that FWH shall not assign or transfer its rights or obligations hereunder without the prior written consent of each of the Lenders.  Any purported assignment in violation of this provision shall be void.

3.05         Counterparts.  This Undertaking Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  Delivery of an executed signature page of this Undertaking Agreement by email or facsimile transmission or Portable Document Format (i.e., PDF) shall be effective as delivery of a manually executed counterpart thereof.

3.06         Governing Law; Submission to Jurisdiction.  (a)            THIS UNDERTAKING AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)           FWH hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Undertaking Agreement or the transactions contemplated hereby.  FWH hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.  Nothing herein shall affect the right to serve process in any other manner permitted by applicable Requirements of Law or any right to bring legal action or proceedings in any other competent jurisdiction.  To the extent permitted by applicable Requirements of Law, FWH further irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to such party at the address referenced in Section 3.01, such service to be effective upon the date indicated on the postal receipt returned from FWH.

3.07         WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT, THE TERM NOTES OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO OR THERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES TO ENTER INTO THIS AGREEMENT.

3.08         Captions.  The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Undertaking Agreement.

3.09         Integration of Terms.  This Undertaking Agreement contains the entire agreement between FWH and the Administrative Agent, the Collateral Agent or any of the other Secured Parties relating to the subject matter hereof and supersedes all oral statements and prior writing with respect hereto.

3.10         Collection Expenses.  FWH agrees to reimburse the Administrative Agent, the Collateral Agent and any of the other Secured Parties for all properly documented reasonable costs and expenses of the Administrative Agent, the Collateral Agent or such other Secured Party (including, without limitation, Attorney Costs) in connection with (a) any enforcement or collection proceeding with respect to this Undertaking Agreement, including, without limitation, all manner of participation in or other involvement with (i) bankruptcy, insolvency, receivership,

foreclosure, winding up or liquidation proceedings, (ii) judicial or regulatory proceedings and (iii) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (b) the enforcement of this Section 3.10.

3.11         Severability.  Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of any provision in any other jurisdiction.

3.12         No Benefit to Borrower, CSSW Parent or their Subsidiaries.  This Undertaking Agreement is for the benefit of only the Administrative Agent, the Collateral Agent and the other Secured Parties and is not for the benefit of the Borrower, the CSSW Parent or any of the Borrower’s Subsidiaries.

3.13         No Bankruptcy.  So long as the Loan Documents remain in effect and until the termination of this Undertaking Agreement in accordance with Section 2.03, FWH shall not, without the prior written consent of the Administrative Agent and the Collateral Agent, commence, or join with any other Person in commencing, any bankruptcy, reorganization or insolvency proceeding against CSSW Parent, the Borrower or any of the Borrower’s Subsidiaries.

3.14         Survival.  All indemnities set forth herein shall survive the execution and delivery of this Undertaking Agreement and the Term Loans and the making and repayment of the Term Loans.  In addition, each representation and warranty made or deemed to be made pursuant hereto shall survive the making of such representation and warranty.

IN WITNESS WHEREOF, the parties hereto have caused this Undertaking Agreement to be duly executed and delivered as of the day and year first above written.

FIRST WIND HOLDINGS, LLC

By:

Name:

Title:

Address for Notices:

[                ]

Attention: [                ]

Telephone No.: [                ]

Facsimile No.: [                ]

E-Mail: [                ]

WELLS FARGO BANK, N.A.,

in its capacity as the Administrative Agent

By:

Name:

Title:

Address for Notices:

[                ]

Attn: [                ]

Telephone No.: [                ]

Facsimile No.: [                ]

E-Mail: [                ]

WELLS FARGO BANK, N.A.,

in its capacity as the Collateral Agent

By:

Name:

Title:

Address for Notices:

[                ]

Attn: [                ]

Telephone No.: [                ]

Facsimile No.: [                ]

E-Mail: [                ]

SCHEDULE I

EXISTING CREDIT SUPPORT

Exhibit I

[FORM OF INTERCREDITOR AGREEMENT]

To be attached

Exhibit J

FORM OF
COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 7.4 of the Amended and Restated Credit Agreement, dated as of December     , 2009 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among CSSW, LLC (the “Borrower”), CSSW Holdings, LLC, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agent.  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

I, the undersigned, hereby certify, in my capacity as                      and not in my individual capacity, to the Administrative Agent and the Lenders as follows:

1.     I am the duly elected, qualified and acting [Chief Financial Officer/Treasurer/Assistant Treasurer] of the Borrower.

2.     I have reviewed and am familiar with the contents of this Certificate.

3.     I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made or caused to be made under my supervision, a review in reasonable detail of the transactions and financial condition of the Borrower and its Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”) and such Financial Statements fairly present in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such periods (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and absence of footnotes).  Such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or Event of Default[, except as set forth below:                          ].

4.     [Attached hereto as Attachment 2 are the computations showing compliance with the covenant set forth in Article 8 of the Credit Agreement.]

5.     [Attached hereto as Attachment 3 is a calculation of Reserve Amounts, Excess Reserves, Excess Cash, Cohocton Permitted Indebtedness set forth in clauses (1), (2) and (3) of the definition thereof, Stetson Permitted Indebtedness set forth in clauses (1), (2) and (3) of the definition thereof, and Other Permitted Indebtedness set forth in clause (a) of the definition thereof, and a description of all amounts applied in respect of Excess Reserves.](2)

6.     To the extent the computations, calculations and other information set forth in this Certificate are based on projections or other pro forma or forward-looking information, it is my good faith belief that such projections and other pro forma or forward-looking information are based on reasonable estimates, information and assumptions.

(2) Calculated on a semi-annual basis.

7.     The amount of the aggregate cash balance in the Project accounts is as follows:

IN WITNESS WHEREOF, I have executed this Certificate this            day of         , 20    .

Name:

Title:

[Signature Page to Compliance Certificate]

Attachment 1

to Compliance Certificate

[Attach Financial Statements]

Attachment 2

to Compliance Certificate

The information described herein is as of             ,         , and pertains to the period from                   ,          to                                      ,         .

[Set forth Covenant Calculations]

Attachment 3

to Compliance Certificate

The information described herein is as of             ,         , and pertains to the period from                   ,          to                                      ,         .

[Calculations]

Exhibit K

[FORM OF STETSON II EFFECTIVE DATE ORGANIZATIONAL STRUCTURE]

To be attached

Exhibit K

EX-10.26

Exhibit 10.26

Execution Version

FINANCING AGREEMENT

among

STETSON HOLDINGS, LLC

a Delaware limited liability company

(Borrower);

BNP PARIBAS

(Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, and as Issuing Bank)

HSH NORDBANK AG, NEW YORK BRANCH

(Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent);

BNP PARIBAS

(Security Agent for the Secured Parties);

and

THE LENDERS PARTIES HERETO

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS		1
1.1	Definitions	1
1.2	Rules of Interpretation	1
ARTICLE 2. THE LOAN FACILITY		1
2.1	Loan Facility	1
2.2	Letters of Credit	4
2.3	Use of Loan Proceeds	12
2.4	Total Commitment	12
2.5	Notice of Borrowing of Loans	13
2.6	Defaulting Lenders	13
ARTICLE 3. GENERAL PROVISIONS RELATED TO CREDIT FACILITIES		15
3.1	Loan Funding	15
3.2	Prepayments	16
3.3	Fees	18
3.4	Other Payment Terms	20
3.5	Pro Rata Treatment	25
3.6	Change of Circumstances	26
3.7	Funding Losses	28
3.8	Alternate Office; Minimization of Costs	29
3.9	Interest Rate Protection	29
ARTICLE 4. COLLATERAL DOCUMENTS		30
4.1	Security	30
ARTICLE 5. CONDITIONS PRECEDENT		32
5.1	Conditions Precedent to the Closing Date; Issuance of Letters of Credit	32
5.2	Conditions Precedent to each Borrowing	39
ARTICLE 6. REPRESENTATIONS AND WARRANTIES		40
6.1	Organization	40
6.2	Authorization; No Conflict	41
6.3	Enforceability	41
6.4	ERISA	42
6.5	Taxes	42
6.6	Business, Debt, Contracts, Etc.	42
6.7	Private Offering by Borrower	43
6.8	Filings	43
6.9	Investment Company, Holding Company Act	43
6.10	Governmental Regulation	43
6.11	Margin Stock	43
6.12	Financial Statements	44
6.13	Partnerships and Joint Ventures	44

i

TABLE OF CONTENTS

(Continued)

		Page
6.14	Existing Defaults	44
6.15	No Default	44
6.16	Permits	44
6.17	Offices, Location of Collateral	45
6.18	No Material Adverse Effect	46
6.19	Environmental Matters	46
6.20	Litigation	47
6.21	Title and Liens	47
6.22	Utilities	48
6.23	Roads/Feeder Lines	48
6.24	Sufficiency of Project Documents	49
6.25	Project Documents	49
6.26	Representations and Warranties of Affiliated Participants	49
6.27	EWG	49
6.28	Labor Disputes and Acts of God	50
6.29	Disclosure	50
6.30	Base Case Project Projections	50
6.31	Collateral	50
6.32	Intellectual Property	51
6.33	Proper Subdivision	51
6.34	Land Not in Flood Zone	51
6.35	Insurance	52
6.36	Bankruptcy Event	52
6.37	Construction of Projects	52
6.38	Construction Contracts	52
6.39	Warranty Period	52
6.40	OFAC and Related Matters	52
6.41	OFAC Restrictions	53
6.42	Line Outage Costs	53
ARTICLE 7. COVENANTS OF BORROWER		53
7.1	Use of Loan Proceeds and Project Revenues	54
7.2	Payment	54
7.3	Notices and Deliveries	54
7.4	Financial Statements	57
7.5	Reports	58
7.6	Additional Permits and Project Documents; Additional Consents	59
7.7	Compliance with Environmental Report Recommendations	59
7.8	Existence, Conduct of Business, Properties, Etc.	60
7.9	Obligations	60
7.10	Books, Records, Access	60
7.11	EWG and Rate Approval	61
7.12	Operation of Projects	61

ii

TABLE OF CONTENTS

(Continued)

		Page
7.13	Preservation of Rights; Further Assurances	62
7.14	Taxes, Other Government Charges and Utility Charges	63
7.15	Compliance With Laws; Permits	63
7.16	Compliance with Anti-Money Laundering and OFAC Laws	64
7.17	Separateness Provisions	65
7.18	Enforcement of Remedies	65
7.19	O&M Service Agreement	65
7.20	Maintenance of Insurance	65
7.21	Maintenance of Title	72
7.22	Event of Eminent Domain	72
7.23	Indemnification	72
7.24	Replacement of Operator	75
7.25	Government Grant	75
7.26	Further Assurances	75
7.27	Upwind Array Effect	75
7.28	Capacity Revenues	76
7.29	Survey — Stetson II Project	76
ARTICLE 8. NEGATIVE COVENANTS OF BORROWER		77
8.1	Contingent Liabilities	77
8.2	Limitations on Lien	77
8.3	Indebtedness	77
8.4	Sale or Lease of Assets	77
8.5	Changes	78
8.6	Distributions	78
8.7	Investments	78
8.8	Transactions With Affiliates	78
8.9	Margin Stock Regulations	79
8.10	Partnerships	79
8.11	Dissolution	79
8.12	Amendments; Change Orders	79
8.13	Compliance With Operative Documents	80
8.14	Name and Location; Fiscal Year	80
8.15	Use of Project Site	80
8.16	Assignment	80
8.17	Transfer of Interest	80
8.18	Abandonment of Projects	80
8.19	Environmental Matters	81
ARTICLE 9. COLLATERAL ACCOUNTS		81
9.1	Establishment of Collateral Accounts	81
9.2	Permitted Investments	81
9.3	Foreclosure	82

iii

TABLE OF CONTENTS

(Continued)

		Page
ARTICLE 10. EVENTS OF DEFAULT; REMEDIES		82
10.1	Events of Default	82
10.2	Remedies	88
ARTICLE 11. SCOPE OF LIABILITY		89
ARTICLE 12. AGENTS		90
12.1	Appointment, Powers and Immunities	90
12.2	Duties, Responsibilities, Powers and Immunities of Agents	91
12.3	Reliance by Agents	92
12.4	Non-Reliance	92
12.5	Defaults	92
12.6	Indemnification	93
12.7	Successor Agents	93
12.8	Authorization	94
12.9	Other Rights and Powers of Agents	94
12.10	Security Agent to Hold in Trust.	95
12.11	Amendments and Decision Making	95
12.12	Withholding Tax	96
12.13	Substitution of Lender	97
12.14	Participations	97
12.15	Transfer of Loans; Commitments	98
12.16	Laws	99
12.17	Assignability to Federal Reserve Bank	99
12.18	Response to Borrower Requests	99
ARTICLE 13. INDEPENDENT CONSULTANTS		100
13.1	Removal and Fees	100
13.2	Duties	100
13.3	Independent Consultants’ Certificates	100
13.4	Certification of Dates	100
ARTICLE 14. MISCELLANEOUS		101
14.1	Addresses	101
14.2	Additional Security; Right to-Set Off	102
14.3	Delay and Waiver	102
14.4	Costs, Expenses and Attorneys’ Fees	103
14.5	Attorney-In-Fact	103
14.6	Entire Agreement; Amendments	103
14.7	Governing Law	104
14.8	Severability	104
14.9	Headings	104
14.10	Accounting Terms	104

iv

TABLE OF CONTENTS

(Continued)

		Page
14.11	Additional Financing	104
14.12	No Partnership, Etc.	105
14.13	Mortgage Documents/Collateral Documents	105
14.14	Limitation on Liability	105
14.15	Waiver of Jury Trial	105
14.16	Consent to Jurisdiction	106
14.17	Usury	106
14.18	Successors and Assigns	107
14.19	Confidentiality	107
14.20	Counterparts	108
14.21	Patriot Act Compliance	108

v

INDEX OF EXHIBITS AND SCHEDULES

Exhibit A	Definitions and Rules of Interpretation
Exhibit B-1	Form of Note
Exhibit C	[Reserved]
	Disbursement Procedures
Exhibit D-1	[Reserved]
Exhibit D-2	[Reserved]
Exhibit D-3	Form of Confirmation of Interest Period Selection
Exhibit D-4	Form of Notice of Borrowing
Exhibit D-5	Form of Pending Disbursements Clause
	Security-Related Documents
Exhibit E-1	Form of Mortgage Documents
Exhibit E-2	Form of Borrower Pledge and Security Agreement
Exhibit E-3	Form of Guaranty and Security Agreement
Exhibit E-4	Form of Account Control Agreement
Exhibit E-5	Schedule of Permitted Encumbrances
Exhibit E-6	Schedule of Security Filings
Exhibit E-7	Form of Member Pledge and Security Agreement
	Consents
Exhibit F-1
Exhibit F-2	Form of Consent of BOP Contractor
Exhibit F-3	Form of Consent of Energy Hedge Provider
Exhibit F-4	Form of Consent of Energy Hedge Guarantor
Exhibit F-5	[Reserved]
Exhibit F-6	Form of Landowner Estoppel
Exhibit F-7	Form of Consent of Contracting Party
Exhibit F-8	Form of Consent of Turbine Supplier and Turbine Operator
Exhibit F-9	[Reserved]
Exhibit F-10	Form of Consent of Operator
Exhibit F-11	Form of Shared Facilities Consent
Exhibit F-12	Form of Project Administration Agreement Consent
	Closing Certificates
Exhibit G-1	Form of Borrower’s Closing Certificate
Exhibit G-2	Form of Insurance Consultant’s Certificate
Exhibit G-3	Form of Environmental Consultant’s Certificate

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Exhibit G-4	Form of Independent Engineer’s Closing Certificate and Report
	Project Description Exhibits
Exhibit H-1	[Reserved]
Exhibit H-2A	Schedule of Borrower Permit Exceptions— Environmental, Permitting, Real Property, Maine Regulatory Matters and FERC
Exhibit H-2B	Schedule of Applicable Permits — Environmental, Permitting, Real Property, Maine Regulatory Matters and FERC
Exhibit H-3	Governmental Regulations
Exhibit H-4	[Reserved]
Exhibit H-5	Pending Litigation
Exhibit H-6	Environmental Matters Disclosure
Exhibit H-7	Chief Executive Office of Borrower
Exhibit H-8A	Description of Stetson I Real Property Interests
Exhibit H-8B	Description of Stetson II Real Property Interests
Exhibit H-9	Description of Transmission Line Real Property Interests
Other Exhibits
Exhibit I	Lenders/Lending Offices
Exhibit J	Schedule of Lender Proportionate Shares
Exhibit K	Amortization Schedule
Exhibit L-1	Form of Withholding Certificate (Treaty)
Exhibit L-2	Form of Withholding Certificate (Effectively Connected)
Exhibit L-3	Form of Withholding Certificate (Portfolio Interest)
Exhibit M	Form of Subordination Agreement
Exhibit N	Form of Assignment Agreement
Exhibit O	Form of O&M Reserve LC
Exhibit P	Form of Debt Service Reserve LC
Exhibit Q-1	Form of Energy Hedge LC
Exhibit Q-2	Form of REC Contract LC
Exhibit R	Form of Working Capital LC
Exhibit S	Form of Notice of LC Activity

vii

FINANCING AGREEMENT

This FINANCING AGREEMENT (this “Financing Agreement”), dated as of December 22, 2009, is entered into by and among STETSON HOLDINGS, LLC, a Delaware limited liability company, as Borrower; the financial institutions listed on Exhibit I or who later become a party hereto, as Lenders; BNP PARIBAS, as a Joint Lead Arranger, as Administrative Agent for the Lenders, Security Agent for the Secured Parties, and as Issuing Bank; and HSH NORDBANK AG, NEW YORK BRANCH, as a Joint Lead Arranger.

AGREEMENT

In consideration of the agreements herein and in the other Financing Documents and in reliance upon the representations and warranties set forth herein and therein, the parties agree as follows:

ARTICLE 1.

DEFINITIONS

1.1Definitions.

Except as otherwise expressly provided, capitalized terms used in this Financing Agreement and its exhibits shall have the meanings given in Exhibit A.

1.2Rules of Interpretation.

Except as otherwise expressly provided, the rules of interpretation set forth in Exhibit A shall apply to this Financing Agreement and the other Financing Documents.

ARTICLE 2.

THE LOAN FACILITY

2.1Loan Facility.

(a)Availability.

(i)Term Loan.  Subject to the terms and conditions set forth in this Financing Agreement, each Lender severally agrees to make to Borrower one or more loans as Borrower may request during the Availability Period under Section 2.5 (individually, a “Term Loan” and, collectively, the “Term Loans”), in an aggregate principal amount not to exceed such Lender’s Proportionate Share of the Total Term Loan Commitment.  Borrower may request Base Rate Loans or LIBO Rate Loans, in each case, pursuant to the Notice of Borrowing under Section 2.5.  Each Lender shall make its Term Loan, in an amount not in excess of its Total Term Loan Commitment, pursuant to Section 3.1(c).

(ii)Bridge Loan.  Subject to the terms and conditions set forth in this Financing Agreement, each Lender severally agrees to make to Borrower

one or more loans as Borrower may request during the Availability Period under Section 2.5 (individually, a “Bridge Loan” and, collectively, the “Bridge Loans”), in an aggregate principal amount not to exceed such Lender’s Proportionate Share of the Total Bridge Loan Commitment.  Borrower may request Base Rate Loans or LIBO Rate Loans, in each case, pursuant to the Notice of Borrowing under Section 2.5.  Each Lender shall make its Bridge Loan, in an amount not in excess of its Total Bridge Loan Commitment, pursuant to Section 3.1(c).

(b)Interest Provisions.

(i)Interest Rate.  Each Loan shall bear interest on the unpaid principal amount thereof from the date of the funding of such Loan until the repayment or prepayment thereof at a rate determined by reference to the LIBO Rate or Base Rate, as applicable.  In respect of Term Loans and Bridge Loans, the applicable basis for determining the rate of interest with respect to any LIBO Rate Loan shall be selected by Borrower initially at the time the Notice of Borrowing is given with respect to such LIBO Rate Loan pursuant to Section 2.5, and, thereafter, the basis for determining the interest rate with respect to such LIBO Rate Loan may be changed from time to time pursuant to Section 2.1(c).

Borrower shall pay interest (including interest accruing after the commencement of an insolvency proceeding under applicable Bankruptcy Law) on the unpaid principal amount of each LIBO Rate Loan from the date of the funding of such LIBO Rate Loan until the repayment or prepayment thereof, at a rate per annum in effect during each Interest Period for such LIBO Rate Loan, equal to the LIBO Rate for the relevant Interest Period plus the Applicable Margin.  Borrower shall pay interest (including interest accruing after the commencement of an insolvency proceeding under applicable Bankruptcy Law) on the unpaid principal amount of each Base Rate Loan from the date of the funding of such Base Rate Loan until the repayment or prepayment thereof, at a rate per annum equal to the Base Rate in effect during such period plus the Applicable Base Rate Margin.  In the event that an Event of Default shall have occurred and be continuing, the applicable Default Rate shall apply to all then outstanding Loans and shall be payable on demand or otherwise pursuant to Section 3.4(c)(ii).

(ii)Interest Payment Dates.  Borrower shall pay accrued interest on the unpaid principal amount of each outstanding Loan (a) on each Payment Date and (b) upon prepayment (to the extent thereof) and at maturity of each Loan (each an “Interest Payment Date”).

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(c)Interest Periods.

(i)Solely with respect to Term Loans and Bridge Loans and in connection with each LIBO Rate Loan, Borrower shall, pursuant to the Notice of Borrowing or a Confirmation of Interest Period Selection select an Interest Period to be applicable to such LIBO Rate Loans, which Interest Periods shall be a six (6) month period ending in each case on a Payment Date or, solely with respect to the initial LIBO Rate Loans, any shorter Interest Period ending on the first Payment Date, as requested by Borrower and approved by Administrative Agent (any such period, an “Interest Period”); provided, however, that (1) with the exception of any shorter Interest Period ending on the first Payment Date, the selection of any Interest Period other than the six (6) month Interest Period shall be subject to availability of such Interest Period from each Lender; (2) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless that day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (3) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and (4) no Interest Period shall extend beyond the Term Loan Maturity Date or Bridge Loan Maturity Date, as applicable.  If Borrower fails to notify Administrative Agent of the next Interest Period for any LIBO Rate Loan in accordance with this Section 2.1(c)(i), such Term Loan or Bridge Loan, as applicable, shall automatically continue as a new LIBO Rate Loan with the same Interest Period as such prior LIBO Rate Loan; provided, however, that in the event that the Interest Period of such new LIBO Rate Loan would extend beyond the applicable Maturity Date, then such Loan shall automatically convert to a Base Rate Loan.

(d)Interest Account and Interest Computations.  Borrower authorizes Administrative Agent to record in an account or accounts maintained by Administrative Agent on its books (1) the interest rates applicable to all Loans and the effective dates of all changes thereto; (2) the Interest Period for each LIBO Rate Loan; (3) the date and amount of each principal and interest payment on each outstanding Loan; and (4) such other information as Administrative Agent may determine is necessary for the computation of interest payable by Borrower hereunder consistent with this Financing Agreement.  Borrower agrees that all computations of interest made by Administrative Agent shall be conclusive in the absence of demonstrable error.  Administrative Agent shall, at the request of Borrower, deliver to Borrower a statement detailing such computations of interest.  All computations of interest on LIBO Rate Loans shall be based upon a year of 360 days and the actual days elapsed (including the first day but excluding the last day of the applicable Interest Period).  All computations of interest on Base Rate Loans hereunder shall be based upon a year of 365 days (or 366 days in a leap year) and the actual days

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elapsed (including the first day but excluding the last day of the applicable interest period).

(e)Principal Payments.  On each Payment Date, Borrower shall repay to Administrative Agent for the account of each Lender, an amount equal to the Scheduled Repayment Amount for such Payment Date.  Any unpaid principal, interest, fees, costs and all other Obligations with respect to the Loans shall be due and payable on the Bridge Loan Maturity Date, LC Loan Maturity Date or Term Loan Maturity Date, as applicable.   Notwithstanding the foregoing, in no event shall the principal amount of the Loans to be repaid by Borrower on any Payment Date exceed the aggregate principal amount of the Loans then outstanding.

(f)Promissory Notes.  The obligation of Borrower to repay the Loans made by each Lender and to pay all interest thereon at the rates provided herein and all other Obligations with respect to such Loans under this Financing Agreement shall be irrevocable, absolute and unconditional under any and all circumstances and shall be evidenced by promissory notes substantially in the form of Exhibit B-1 (individually, a “Note” and, collectively, the “Notes”), each payable to the order of such Lender and in the principal amount of such Lender’s Proportionate Share of Loans requested to be made as of the Closing Date.  Such Notes shall be duly executed by Borrower and delivered to each Lender on or prior to the Closing Date.

2.2     Letters of Credit.

(a)Issuance and Availability.

(i)O&M Reserve LC.  Subject to the terms and conditions contained in this Financing Agreement, the Issuing Bank irrevocably agrees to issue on the Closing Date, the O&M Reserve LC for the account of Borrower and in favor of the Administrative Agent (on behalf of the Lenders) as beneficiary in support of O&M Costs.  The O&M Reserve LC shall be in an initial Stated Amount equal to $2,570,000 and shall be substantially in the form attached hereto as Exhibit O.

(ii)Debt Service Reserve LC.  Subject to the terms and conditions contained in this Financing Agreement, Issuing Bank irrevocably agrees to issue on the Closing Date, the Debt Service Reserve LC for the account of Borrower and in favor of the Administrative Agent (on behalf of the Lenders) as beneficiary in support of the Debt Service Reserve Requirement.  The Debt Service Reserve LC shall be in an initial Stated Amount equal to $6,630,000 and shall be substantially in the form attached hereto as Exhibit P.

(iii)Energy Hedge LCs and REC Contract LCs.  Subject to the terms and conditions contained in this Financing Agreement, Issuing Bank

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irrevocably agrees to issue, during the LC Issuance Period, one or more Energy Hedge LCs for the account of Borrower and in favor of the applicable counterparty under the applicable Energy Hedge and one or more REC Contract LCs for the account of Borrower and in favor of the applicable counterparty under the applicable REC Contract.  Each Energy Hedge LC shall be substantially in the form attached hereto as Exhibit Q-1.  Each REC Contract LC shall be substantially in the form attached hereto as Exhibit Q-2.

(iv)Working Capital LCs.  Subject to the terms and conditions contained in this Financing Agreement, Issuing Bank irrevocably agrees to issue, during the LC Issuance Period, one or more Working Capital LCs for the account of Borrower and in favor of the applicable counterparty under the applicable Project Documents.  Each Working Capital LC shall be substantially in the form attached hereto as Exhibit R.

(b)Letter of Credit Commitments and Adjustments.

(i)The Total LC Commitment shall be a separate revolving working capital facility provided by Issuing Bank and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, as Lender in respect of any LC Loans, and the issuance of the Letters of Credit shall be deemed to reduce, in an amount equal to the aggregate Stated Amount of such Letters of Credit, the Available LC Commitment.

(ii)Any Drawing Payment with respect to the O&M Reserve LC shall reduce the available Stated Amount thereof pursuant to this Financing Agreement and the Total LC Commitment applicable thereto shall be reduced, each in an amount equal to such Drawing Payment.  Any Drawing Payment with respect to the Debt Service Reserve LC shall reduce the available Stated Amount thereof pursuant to this Financing Agreement and the Total LC Commitment applicable thereto shall be reduced, each in an amount equal to such Drawing Payment.  Any Drawing Payment with respect to any Hedge LC shall reduce the available Stated Amount thereof pursuant to this Financing Agreement and the Total LC Commitment applicable thereto shall be reduced, each in an amount equal to such Drawing Payment.  Any Drawing Payment with respect to any Working Capital LC shall reduce the available Stated Amount thereof pursuant to this Financing Agreement and the Total LC Commitment applicable thereto shall be reduced, each in an amount equal to such Drawing Payment.

(iii)Subject to Section 2.2(b)(iv), the Stated Amount of any Letter of Credit may, upon request by Borrower pursuant to Section 2.2(c), be reinstated to its original Stated Amount; provided, that (A) the applicable Reimbursement Obligation or LC Loan is paid in full; (B) no Inchoate Default or Event of Default has occurred and is continuing; (C) each

5

representation and warranty set forth in Article 6 shall be true and correct in all material respects as of such date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and (D) all applicable terms and conditions set forth in the applicable Letter of Credit are satisfied in accordance therewith.

(iv)Notwithstanding anything to the contrary provided in this Financing Agreement, the sum of the Stated Amounts of any Letters of Credit issued, or requested but not yet issued, hereunder at any time, any Reimbursement Obligations remaining unpaid at any time and LC Loans outstanding at any time shall not exceed the Total LC Commitment.

(c)Notice of LC Activity. Subject to the terms and conditions contained in this Financing Agreement (including the satisfaction of the requirements in Section 2.2(b)) and so long as no Inchoate Default or Event of Default has occurred and is continuing, Borrower shall request (x) the issuance or extension of any Letter of Credit, or (y) any reinstatement, increase or decrease in the Stated Amount thereof, in each case, by delivering to Administrative Agent and Issuing Bank an irrevocable written notice in the form of Exhibit S, appropriately completed (a “Notice of LC Activity”), which specifies, among other things:

(i)the particulars of any Letters of Credit to be issued, extended or amended, including the then-current Stated Amount of such Letters of Credit (which shall not exceed the then Available LC Commitment applicable to such Letters of Credit); and

(ii)with respect to any Hedge LC or Working Capital LC, if a reinstatement, increase or decrease to the Stated Amount of such Letter of Credit is requested, the amount by which such Stated Amount is to be reinstated, increased or decreased, as applicable.

In the case of any Hedge LC or Working Capital LC, Borrower shall deliver the Notice of LC Activity to Administrative Agent (with a copy to Issuing Bank) at least five (5) Business Days before the date of issuance, reinstatement, increase or decrease of the Stated Amount of such Letter of Credit.  Upon the adjustment date specified in such Notice of LC Activity, subject to the terms and conditions set forth in this Financing Agreement, Issuing Bank shall, by amendment or adjustment to the Letter of Credit, adjust the Stated Amount thereof to reflect the change specified in such Notice of LC Activity.  From the effective date of any such adjustment, the LC Fees payable pursuant to Section 3.3(e) shall be computed on the basis of the Stated Amount as so adjusted.

(d)Drawings; LC Loans.

(i)Drawings.  Subject to the terms and conditions of this Financing Agreement, each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the

6

Financing Agreement, respectively, severally agrees to advance to Issuing Bank, for the account of Borrower, such Lender’s Proportionate Share of the full amount of any Drawing Payment under any Letter of Credit.  Upon the making of any Drawing Payment, Borrower shall be obligated to reimburse Issuing Bank for such Drawing Payment as provided below.

(ii)Lender Participation.  Upon a Drawing Payment on any Letter of Credit, each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, hereby severally agrees that it shall forthwith purchase from Issuing Bank a participation interest in the unreimbursed Drawing Payment made by Issuing Bank under such Letter of Credit, in an amount equal to such Lender’s Proportionate Share of such unreimbursed Drawing Payment.

(iii)Reimbursement of O&M Reserve LC.

Borrower hereby agrees to repay any Drawing Payment and to pay all fees and interest thereon at the rates provided herein, which obligation shall be irrevocable, absolute and unconditional; provided, that as long as an Event of Default (other than an Event of Default that will be cured with the proceeds of the proposed draw on the O&M Reserve LC) has not occurred and is continuing and unless Borrower has repaid the full amount of such Drawing Payment on the next Business Day, the amount of such Drawing Payment shall be converted to a loan made pursuant to this Section 2.2(d)(iii) (an “O&M Reserve LC Loan”).  Each O&M Reserve LC Loan, if any, shall be due and payable in full on the LC Loan Maturity Date.  Borrower shall pay interest on the unpaid amount of the O&M Reserve LC Loan calculated from the date of such O&M Reserve LC Loan until such O&M Reserve LC Loan is repaid in full at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin.

(iv)Reimbursement of Debt Service Reserve LC.

Borrower hereby agrees to repay any Drawing Payment and to pay all fees and interest thereon at the rates provided herein, which obligation shall be irrevocable, absolute and unconditional; provided, that as long as an Event of Default (other than an Event of Default that will be cured with the proceeds of the proposed draw on the Debt Service Reserve LC) has not occurred and is continuing and unless Borrower has repaid the full amount of such Drawing Payment on the next Business Day, the amount of such Drawing Payment shall be converted to a loan made pursuant to this Section 2.2(d)(iv) (a “Debt Service Reserve LC Loan”).  Each Debt Service Reserve LC Loan, if any, shall be due and payable in full on the LC Loan Maturity Date.  Borrower shall pay interest on the unpaid amount of the Debt Service Reserve LC Loan calculated from the date of such Debt Service Reserve LC Loan until such Debt Service Reserve LC

7

Loan is repaid in full at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin.

(v)Reimbursement of Hedge LC.

Borrower hereby agrees to repay any Drawing Payment and to pay all fees and interest thereon at the rates provided herein, which obligation shall be irrevocable, absolute and unconditional; provided, that as long as an Event of Default (other than an Event of Default that will be cured with the proceeds of the proposed draw on the applicable Hedge LC) has not occurred and is continuing and unless Borrower has repaid the full amount of such Drawing Payment on the next Business Day, the amount of the applicable Drawing Payment in respect of any Hedge LC shall be converted to a loan made pursuant to this Section 2.2(d)(v) (a “Hedge LC Loan”).  Each Hedge LC Loan, if any, shall be due and payable in full on the LC Loan Maturity Date.  Borrower shall pay interest on the unpaid amount of each Hedge LC Loan calculated from the date of such Hedge LC Loan until such Hedge LC Loan is repaid in full at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin.

(vi)Reimbursement of Working Capital LC.

Borrower hereby agrees to repay any Drawing Payment and to pay all fees and interest thereon at the rates provided herein, which obligation shall be irrevocable, absolute and unconditional; provided, that as long as an Event of Default (other than an Event of Default that will be cured with the proceeds of the proposed draw on the applicable Working Capital LC) has not occurred and is continuing and unless Borrower has repaid the full amount of such Drawing Payment on the next Business Day, the amount of the applicable Drawing Payment in respect of any Working Capital LC shall be converted to a loan made pursuant to this Section 2.2(d)(vi) (a “Working Capital LC Loan”).  Each Working Capital LC Loan, if any, shall be due and payable in full on the LC Loan Maturity Date.  Borrower shall pay interest on the unpaid amount of each Working Capital LC Loan calculated from the date of such Working Capital LC Loan until such Working Capital LC Loan is repaid in full at a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin.

(vii)Interim Interest.  Without limiting the Borrower’s obligation to reimburse Drawing Payments pursuant to this Section 2.2(d), if the Issuing Bank makes any Drawing Payment, then, unless the Borrower reimburses that Drawing Payment in full on the date that such Drawing Payment is made, the unreimbursed amount of that Drawing Payment shall bear interest, for each day from and including the date that such Drawing Payment is made to but excluding the date that the Borrower reimburses that Drawing Payment at the rate per annum equal to the Base Rate in effect during such period plus the Applicable Base Rate Margin.

8

(e)Adjustments to Stated Amount; Cancellation.

(i)Adjustments to Stated Amount.  The Stated Amount of each Letter of Credit (i) shall be adjusted as provided in Section 2.2(b) and (ii) may be adjusted as provided in Section 2.2(c).

(ii)Cancellation Upon Acceleration.  At such time as, pursuant to the terms hereof, Administrative Agent and the Lenders have accelerated the Obligations and unless Borrower has provided Issuing Bank with cash collateral on terms and conditions reasonably satisfactory to Issuing Bank in an amount equal to 103% of the Stated Amount of each Letter of Credit then outstanding and all Reimbursement Obligations of Borrower then outstanding, Issuing Bank shall be entitled to cancel each Letter of Credit at any time at least thirty (30) days after delivery to Administrative Agent, the beneficiary of such Letter of Credit and Borrower of a written notice of such intent to cancel.

(iii)Expiration.  The Letters of Credit shall expire on their respective Expiration Dates which shall in no event be later than the LC Loan Maturity Date, or on such earlier date if terminated pursuant to the terms of this Financing Agreement or the applicable Letter of Credit.

(iv)Lender Participation.  The several obligations of (x) each Lender, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, who have purchased a participation in the Letters of Credit in such Lender’s Proportionate Share of the maximum amount which is or at any time may become available to be drawn thereunder, and (y) each Lender, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, to make LC Loans in accordance with Section 2.2(d) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which any such Lender or any other Person may have against the Administrative Agent, the Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, an Event of Default or the termination of the Commitments, the acceleration of the Term Loans, Bridge Loans or the termination of such Letter of Credit; (C) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (D) any breach of any Financing Document by any party thereto; (E) the fact that any condition precedent to (1) the issuance of, or the making of any payment under, such Letter of Credit or (2) the making of LC Loans, was not met; (F) any violation or asserted violation of law by any Lender or any Affiliate thereof; or (G) to the extent permitted under applicable law, any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  Immediately upon the issuance of any Letter of

9

Credit, Issuing Bank shall be deemed to have sold and transferred to such Lender, and such Lender shall be deemed to have purchased and received from Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in the Letter of Credit, each Drawing and the other obligations in respect thereof in an amount equal to such Lender’s Proportionate Share referenced above.  Each payment by each such Lender or other Person to the Issuing Bank for its own account shall be made without any offset, abatement, withholding or reduction whatsoever.  If the Issuing Bank is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other similar official any portion of the payments made by the Borrower to such Issuing Bank in payment of any Reimbursement Obligation or interest thereon upon the insolvency of the Borrower, or the commencement of any case or proceeding under any bankruptcy, insolvency or other similar law with respect to the Borrower, each applicable Lender or other Person shall, on demand of the Issuing Bank, forthwith return to the Issuing Bank any amounts transferred to such Lender or other Person by the Issuing Bank in respect thereof pursuant to this subsection plus such Lender’s or other Person’s pro rata share of any interest on such payments required to be paid to the Person recovering such payments plus interest on the amount so demanded from the day such demand is made, if such demand is made by 2:00 p.m., New York time, or from the next following Business Day, if such demand is made after 2:00 p.m., New York time, to but not including the day such amounts are returned by such Lender or other Person to the Issuing Bank at a rate per annum for each day equal to (A) the Federal Funds Effective Rate for the day of such demand and (B) the Federal Funds Effective Rate plus 3.00% for each day thereafter.

(v)Draw Procedures.  Issuing Bank shall require each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank shall not request such Lenders to make any payment in connection with any portion of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower.  Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of

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such Drawing to the date on which such Lender makes payment.  Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest).  If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement Payment.

(f)Commercial Practices.  Borrower agrees that none of Issuing Bank, Administrative Agent, nor any Lender (nor any of their respective directors, officers or employees) shall be liable or responsible for, and the Reimbursement Obligations of Borrower and Borrower’s obligations to repay the O&M Reserve LC Loan, Debt Service Reserve LC Loan, Hedge LC Loans and the Working Capital LC Loans pursuant to the terms of this Financing Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Financing Agreement regardless of (i) the use of any Letter of Credit or for any acts or omissions of any beneficiary or transferee in connection therewith; (ii) payment by Issuing Bank against presentation of documents which do not strictly comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit so long as such documents substantially comply with the terms of such Letter of Credit and Issuing Bank has not acted with gross negligence or willful misconduct; (iii) any amendment or waiver of or any consent to departure from all or any terms of any of the Financing Documents agreed by Borrower; (iv) the existence of any claim, setoff, defense or other right which Borrower may have at any time against any beneficiary or transferee of any Letter of Credit (or any Persons for whom any such beneficiary or transferee may be acting), Administrative Agent, Issuing Bank, any Lender or any other Person, whether in connection with this Financing Agreement, the transactions contemplated herein or in the other Financing Documents, or in any unrelated transaction; (v) any demand, statement, certificate, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (vi) any extension of time for or delay, renewal or compromise of or other indulgence or modification to the Drawing Payment granted or agreed to by Administrative Agent, Issuing Bank or any Lender; (vii) any failure of the relevant Project Document under which the relevant Letter of Credit is issued or

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any other Operative Document to be in full force and effect, (viii) any failure to perfect or preserve the perfection of any Lien thereon, or the release of any of the Collateral securing the performance or observance of the terms of this Financing Agreement or any of the other Financing Documents, or (ix) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except, in each case, that Issuing Bank shall be liable to Borrower for acts or events described in clauses (i) through (ix) above to the extent suffered by Borrower which Borrower provides evidence that such acts or events were caused by (A) Issuing Bank’s willful misconduct or gross negligence in determining whether a drawing made under any Letter of Credit complies with the terms and conditions stated therein or (B) Issuing Bank’s willful failure to pay under any Letter of Credit after a drawing by the beneficiary strictly complying with the terms and conditions stated therein.  Without limiting the foregoing, Issuing Bank may accept any document that appears on its face to be in order, without responsibility for further investigation.  Borrower hereby waives any right to object to any payment made under any Letter of Credit with regard to a drawing that is in the form provided in such Letter of Credit but which varies with respect to punctuation (except punctuation with respect to any Dollar amount specified therein), capitalization, spelling or similar administrative matters of form that do not change meaning.

(g)On the earlier of (i) the day when each Letter of Credit expires by its terms and (ii) the LC Loan Maturity Date, Borrower shall cause each Letter of Credit to be irrevocably terminated by the beneficiary thereof (pursuant to documentation acceptable to the Issuing Bank) and surrendered to the Issuing Bank for cancellation.

2.3     Use of Loan Proceeds.

Borrower shall use the proceeds of the Loans solely for the purposes and in the order and manner provided in Section 7.1.

2.4     Total Commitment.

(a)Working Capital Letters of Credit.  The sum of the maximum aggregate Stated Amount of all Letters of Credit outstanding at any time, the Stated Amount of any requested but not yet issued Letters of Credit, any Reimbursement Obligations remaining unpaid at any time and LC Loans outstanding at any time shall not exceed $26,700,000 (such amount, as reduced from time to time, the “Total LC Commitment”).  The maximum Stated Amount of the O&M Reserve LC outstanding and the Stated Amount of any requested but not yet issued O&M Reserve LC at any time shall not exceed $2,570,000.  The maximum Stated Amount of the Debt Service Reserve LC outstanding at any time and the Stated Amount of any requested but not yet issued Debt Service Reserve LC shall not exceed $6,630,000.  The maximum Stated Amount of all Hedge LCs outstanding at any time shall not exceed $16,500,000.  The maximum Stated Amount of all Working Capital LCs outstanding at any time shall not exceed $1,000,000.

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(b)Term Loans.  The Total Term Loan Commitment on the Closing Date is $71,000,000.

(c)Bridge Loans.  The Total Bridge Loan Commitment on the Closing Date is $18,632,891.16.

(d)Total Commitment.  The Total Commitment on the Closing Date is $116,332,891.16.  The Total Commitment shall terminate without any further action from Borrower, the Agents and the Lenders upon the disbursement of Term Loans and the Bridge Loans, and the issuance of Letters of Credit in the amount of the Total Commitment pursuant to Section 2.1 and Section 2.2, as applicable.  Borrower may from time to time upon two (2) Business Days notice to Administrative Agent, permanently reduce (without premium or penalty), by an amount of $500,000 or integral multiples of $100,000 in excess thereof or cancel in its entirety the Total LC Commitment, the Total Term Loan Commitment or the Total Bridge Loan Commitment.

2.5     Notice of Borrowing of Loans.

Borrower shall request the Term Loans and Bridge Loans by delivering to Administrative Agent an initial irrevocable written notice in the form of Exhibit D-4 (the “Notice of Borrowing”).  Borrower shall give the Notice of Borrowing to Administrative Agent not later than 12:00 p.m., New York time, at least three (3) Business Days before the proposed Borrowing (or as otherwise agreed among Administrative Agent, the Lenders and Borrower).

2.6     Defaulting Lenders.

Notwithstanding any provision of this Financing Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such lender is a Defaulting Lender:

(a)fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 3.3;

(b)the Commitment of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver); provided, that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;

(c)if any LC Exposure exists at the time a Lender with an LC Commitment and/or LC Loan becomes a Defaulting Lender then:

(i)all or any part of such LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Proportionate Share but only to the extent the sum of all non-Defaulting Lenders LC

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Exposure plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments;

(ii)if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, within one (1) Business Day following notice by the Administrative Agent, cash collateralize such defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.2(e) for so long as such LC Exposure is outstanding;

(iii)if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.6(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3(e) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv)if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.6(c), then the fees payable to the Lenders pursuant to Section 3.3(e) shall be adjusted in accordance with each such non-Defaulting Lender’s Proportionate Share; and

(v)if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.6, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all participation fees payable under Section 3.3 with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated.

(d)so long as any Lender with an LC Commitment and/or LC Loan is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, renew or extend any Letter of Credit, unless it is satisfied that the related LC Exposure will be 100% covered by the LC Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with this Section 2.6;

(e)any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payments of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participating

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interest in any Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of any Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrower or any Lender as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender’s or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is a prepayment of the principal amount of any Loans or Reimbursement Obligations in respect of Drawing Payments which a Defaulting Lender has funded in accordance with its participation obligations, such payment shall be applied solely to prepay the Loans of, and Reimbursement Obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or Reimbursement Obligations owed to, any Defaulting Lender; and

(f)so long as any Lender with an LC Commitment and/or LC Loan is a Defaulting Lender for longer than thirty (30) days, the Issuing Bank may resign by giving thirty (30) days’ written notice thereof to the Lenders and Borrower, such resignation to be effective only upon the acceptance of a successor Issuing Bank (reasonably satisfactory to the Majority Lenders who are non-Defaulting Lenders and the Borrower) and the replacement of all Letters of Credit issued hereunder (and the parties have executed in conjunction therewith all necessary documentation).

In the event that the Administrative. Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all maters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may necessary in order for such Lender to hold such Loans in accordance with its Proportionate Share.

ARTICLE 3.

GENERAL PROVISIONS RELATED TO CREDIT FACILITIES

3.1     Loan Funding.

(a)Notice.  The Notice of Borrowing and each Confirmation of Interest Period Selection shall be delivered to Administrative Agent in accordance with Section 14.1.  Administrative Agent shall promptly notify each Lender of the contents of such notices.

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(b)Pro Rata Loans.  All Loans shall be made on a pro rata basis by the Lenders in accordance with their respective Proportionate Shares of such Loans, with the Borrowing of Loans to be comprised of the applicable Loan by each Lender equal to such Lender’s Proportionate Share of the Borrowing.

(c)Lender Funding.  No later than 11:00 a.m., New York time, on the proposed date set forth in the Notice of Borrowing subject to the satisfaction of the conditions precedent set forth in Section 5.1, each Lender shall make available its Term Loans and/or Bridge Loans, as applicable, requested in each Notice of Borrowing in Dollars in immediately available funds by transferring such funds into the Disbursement Account; provided, that, in connection with the initial Notice of Borrowing delivered in connection with the Closing Date, each Lender shall make available its Term Loans and/or Bridge Loans, as applicable, by transferring such funds into an account designated by the Administrative Agent.  The failure of any Lender to make the Term Loan and/or Bridge Loan, as applicable, to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation hereunder to make its Term Loan and/or Bridge Loan, as applicable.  No Lender shall have any obligation or liability in respect of the failure of any other Lender to make the Term Loan and/or Bridge Loan, as applicable, to be made by it as part of any Borrowing made under this Financing Agreement.

(d)Disbursement of Funds.  Funds in the Disbursement Account shall be disbursed in accordance with Section 6(a) of the Account Control Agreement.  No Agent shall have any obligation or liability in respect of any disbursement of the Loans to the extent funds in respect of such disbursements are not received from the Lenders in accordance with Section 3.1(c).  Funds in all other Collateral Accounts shall be disbursed in accordance with Article 9 of the Financing Agreement and the Account Control Agreement.

3.2     Prepayments.

Loans, subject to the terms and conditions of this Financing Agreement, are prepayable in accordance with the following terms:

(a)Terms of All Prepayments.  Upon the prepayment of any Loan (whether such prepayment is an Optional Prepayment or a Mandatory Prepayment), Borrower shall pay to Administrative Agent for the account of each Lender owed such Loan, as applicable, (A) all accrued interest to the date of such prepayment on the amount prepaid; (B) all accrued fees, if any, to the date of such prepayment corresponding to the amount being prepaid; (C) if such prepayment is the prepayment of a Loan on a day other than the last day of an Interest Period for such Loan, all Liquidation Costs, if any, incurred by such Lender as a result of such prepayment; and (D) if such prepayment is a prepayment of the Fixed Portion resulting in an early termination of an Interest Rate Agreement, the Interest Fix Fees, with respect to such prepayment, if applicable.  All Mandatory Prepayments and Optional Prepayments shall be applied to reduce the remaining

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Scheduled Repayment Amounts in the inverse order of maturity of the Loan then outstanding.  Loans prepaid may not be re-borrowed.

(b)Optional Prepayments.  Subject to Section 3.2(a), Borrower may, at its option upon five (5) Business Days’ irrevocable notice to Administrative Agent, prepay (i) any Term Loans or Bridge Loans in whole or in part in a minimum amount of $1,000,000, or (ii) any Term Loans pursuant to the Stetson II Prepayment.  Each such notice of Optional Prepayment shall specify such date, the aggregate principal amount of the Term Loans or Bridge Loans, as applicable, to be prepaid on such date and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of Borrower as to the estimated Liquidation Costs (if any) and Interest Fix Fees (if any) due in connection with such Optional Prepayment (calculated as if the date of such notice were the date of the Optional Prepayment) setting forth the details of such computation.  Within two (2) Business Days after the date of such Optional Prepayment, Administrative Agent shall deliver to Borrower and each applicable Lender a certificate of Administrative Agent confirming the calculation of such Liquidation Costs (if any) or Interest Fix Fees (if any) as of the specified prepayment date.  Borrower may make an Optional Prepayment with respect to all Term Loans or Bridge Loans then outstanding at any time, without any premium or penalty, except for Liquidation Costs or Interest Fix Fees, if any.

(c)Mandatory Prepayments.  Subject to Section 3.2(a), Borrower shall prepay: (i) within seven (7) Business Days after the Closing Date an amount equal to $3,000,000 with respect to the Term Loans, which amount shall be paid from amounts on deposit in the Stetson I Holding Account, (ii) on the date that is earlier to occur of (A) the achievement of Final Completion (as defined in the Stetson II Reed Agreement) and (B) the date of submission of the Government Grant application in respect of the Stetson II Project, an amount equal to the difference between $18,632,891.16 and the aggregate amount of paid construction costs that constitute the eligible basis for the Government Grant pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009 (as determined by the Administrative Agent in consultation with the Independent Engineer), which amount shall be applied as a prepayment of Bridge Loans, (iii) the Loans in an amount required in respect of an Upwind Array Event pursuant to Section 7.27, (iv) the Loans in an amount equal to the lesser of (A) 100% of Excess Cash and (B) the amount required pursuant to Section 7.28, and (v) to the extent otherwise provided by the terms of this Financing Agreement, including pursuant to Section 6 of the Account Control Agreement.

(d)Pro Rata Treatment of Lenders.  Except as expressly set forth in this Section 3.2(d), all prepayments of Loans shall be applied among the Lenders pro rata, according to their respective Proportionate Shares of Loans at the time of the applicable prepayment.  Prepayments of Loans in accordance with Section 3.6(a) and Section 3.6(b) shall be applied in accordance with the requirements set forth in those Sections.

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(e)Funding of Prepayment Costs.  Borrower shall fund Optional Prepayments solely from Borrower Equity.  Except as otherwise provided in this Financing Agreement or the Account Control Agreement, all Mandatory Prepayments shall be funded pursuant to Section 6(b) of the Account Control Agreement.

(f)Prepayment or Reduction of Interest Rate Agreements.  Any amount being prepaid in respect of the Term Loans and/or Bridge Loans under this Financing Agreement (except for prepayments under Sections 3.6(a) and 3.6(b)) may, at the option of Borrower (i) be first applied to the Floating Portion and then to the Fixed Portion or (ii) may be applied to the Floating Portion and the Fixed Portion on a pro rata basis.  Any prepayment of the Fixed Portion of the Term Loans under this Financing Agreement shall be accompanied by a concurrent reduction or prepayment by Borrower of its exposure and obligations under the Interest Rate Agreements then in effect as provided in Section 3.9(b).

3.3     Fees.

(a)Structuring Fees.  On the Closing Date, Borrower shall pay to the Joint Lead Arrangers solely for each Joint Lead Arranger’s account the structuring fees in the amount set forth in the Lender Fee Side Agreement.

(b)Annual Agency Fee.  Borrower shall pay to Administrative Agent on the Closing Date, solely for the account of Administrative Agent, an administrative agency fee payable in advance in an amount set forth in the Agency Fee Side Agreement.

(c)Securities Intermediary Fees.  Borrower shall pay to the Securities Intermediary on the Closing Date, solely for the account of the Securities Intermediary, a fee in the amount and on terms and conditions set forth in the Account Control Agreement.

(d)Commitment Fees.

(i)On each Payment Date during the Availability Period (where all or any portion of such semi-annual period occurs on or after the Closing Date)and on the last day of the Availability Period, Borrower shall pay to Administrative Agent, for the benefit of the Lenders, accruing from the Closing Date or the first day of such Payment Date, as the case may be, Term Loan commitment fees (the “Term Loan Commitment Fees”) for such period (or portion thereof) then ending equal to the product of (x) 1.00% times (y) the daily average Total Term Loan Commitment for such semi-annual period (or portion thereof) times (z) a fraction, the numerator of which is the number of days in such period (or portion thereof) and the denominator of which is 360.

(ii)On each Payment Date during the Availability Period (where all or any portion of such semi-annual period occurs on or after the Closing Date) and on the Bridge Loan Maturity Date, Borrower shall pay to Administrative Agent, for the benefit of the Lenders, accruing from the

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Closing Date or the first day of such Payment Date, as the case may be, Bridge Loan commitment fees (the “Bridge Loan Commitment Fees”) for such period (or portion thereof) then ending equal to the product of (x) 1.00% times (y) the daily average Bridge Loan Commitment for such semi-annual period (or portion thereof) times (z) a fraction, the numerator of which is the number of days in such period (or portion thereof) and the denominator of which is 360.

(e)Letter of Credit Fees.

(i)With respect to any portion of the Available LC Commitment that has not been cancelled, reduced or utilized by the issuance of the Letters of Credit, on each Payment Date commencing from the Closing Date and ending on the LC Loan Maturity Date and on any date on which a Letter of Credit is issued, Borrower shall pay to Administrative Agent, for the benefit of the Issuing Bank and the Lenders, accruing from the Closing Date or the first day of such semi-annual period, as the case may be, a commitment fee (the “LC Commitment Fee”) for such six (6) month period (or portion thereof) then ending equal to the product of (i) 1.00% times (ii) the daily average Available LC Commitment for such six (6) month period (or portion thereof) times (iii) a fraction, the numerator of which is the number of days in such six (6) month period (or portion thereof) and the denominator of which is 360.

(ii)Upon the issuance of any Letter of Credit, on each Payment Date prior to the Expiration Date of such Letter of Credit (where all or any portion of such six (6) month period occurs on or after the date of such issuance) and on the date of such Expiration Date when such Letter of Credit is returned to the Issuing Bank for cancellation (or, if such Letter of Credit is reduced or canceled prior to such date, on the date of such reduction or cancellation), Borrower shall pay to Administrative Agent, for the benefit of the Issuing Bank and the Lenders, accruing from the date of such issuance, a letter of credit fee (the “Letter of Credit Fee”) for such six (6) month period (or portion thereof) then ending equal to the product of (A) the Applicable Margin times (B) the daily average Stated Amount of such Letter of Credit for such six (6) month period (or portion thereof) times (C) a fraction, the numerator of which is the number of days in such six (6) month period (or portion thereof) and the denominator of which is 360.

(iii)As a condition precedent to the issuance of each Letter of Credit, Borrower shall pay to the Administrative Agent for the account of the Issuing Bank, an upfront letter of credit fee (the “LC Fronting Fee”) in the amount set forth in the Lender Fee Side Agreement.

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3.4     Other Payment Terms.

(a)Place and Manner.  Borrower shall make all payments due to each Lender, Issuing Bank and Administrative Agent hereunder to the Administrative Agent Account for the account of each Lender, Issuing Bank or Administrative Agent (as the case may be) in Dollars and in immediately available funds not later than 12:00 p.m., New York time, on the date on which such payment is due.  Any payment made after such time on any day shall be deemed received on the next Business Day after such payment is received.  Upon receipt of any payment hereunder on behalf of any Lender or the Issuing Bank, as applicable, Administrative Agent shall remit such payment to such Lender or Issuing Bank, as applicable, no later than 3:00 p.m., New York time, on the date of receipt if received prior to 12:30 p.m., New York time, on such day, or otherwise on the next Business Day.

(b)Date.  Unless otherwise specified in this Financing Agreement, whenever any payment due hereunder shall fall due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be.

(c)Late Payments; Conversion to Base Rate Loans.

(i)If any amounts required to be paid by Borrower under this Financing Agreement or the other Financing Documents (including principal or interest payable on any Loan, and any fees or other amounts otherwise payable by Borrower to Administrative Agent, Issuing Bank or any Lender) remain unpaid after such amounts are due, subject to the applicable cure periods, if any, set forth in Sections 10.1(a) or 10.1(d), Borrower shall pay interest on the aggregate, outstanding balance of such amounts from the date due until those amounts are paid in full at a per annum rate equal to the Default Rate until the earlier of (A) the date when such Event of Default has been cured by Borrower to the satisfaction of Administrative Agent (acting with the consent of the Majority Lenders and the Issuing Bank) or (B) the date when any and all Obligations of Borrower under this Financing Agreement and all other Financing Documents have been indefeasibly paid in full in cash and performed as required hereunder and thereunder.

(ii)Without limiting any rights or remedies of the Agents under Article 10 or other Financing Documents, as long as any Event of Default shall have occurred and be continuing: (A) Administrative Agent shall suspend the continuation of any Loan (if any) on the basis of a LIBO Rate, in which event all Loans then outstanding shall be automatically converted on the last Business Day of the respective Interest Periods therefor into Base Rate Loans; (B) prior to such conversion, if an Event of Default shall have occurred and is continuing, the then outstanding LIBO Rate Loans (if any) shall accrue interest at the LIBO Rate Default Rate that shall be due and

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payable on the last Business Day of the applicable Interest Period; and (C) upon such conversion to Base Rate Loans, the resulting Base Rate Loans shall accrue interest at a rate per annum equal to the Base Rate Default Rate.  The interest accruing at the Base Rate Default Rate, shall be payable on demand and/or on each Payment Date thereafter, as applicable, commencing on the date of such conversion.  All computations of the LIBO Rate Default Rate shall be based on a year of 360 days and the actual days elapsed (including the first day, but excluding the last day of the applicable Interest Period).  All computations of the Base Rate Default Rate shall be based on a 365 day year (or 366 day year during a leap year) with respect to the actual days elapsed when such Base Rate Default Rate is payable.  Interest accruing at the Base Rate Default Rate shall include the first day, but exclude the last day of the period for which such interest is payable.

(d)Net of Taxes, Etc.

(i)Taxes.  Any and all payments to or for the benefit of any Lender or the Issuing Bank by Borrower hereunder or under any other Financing Document shall be made free and clear of and without deduction, setoff or counterclaim of any kind whatsoever and in such amounts as may be necessary in order that all such payments, after deduction for or on account of liabilities of any Lender or the Issuing Bank with respect to any present or future taxes, levies, imposts, deductions, charges or withholdings arising from or relating to such Lender’s (or the Issuing Bank’s) Loans made under this Financing Agreement, excluding (i) taxes imposed on or measured by the income or capital of any Lender or the Issuing Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein as a result of a connection between such Lender or the Issuing Bank and such jurisdiction or political subdivision, other than a connection resulting solely from executing, delivering or performing its obligations or receiving a payment under, or enforcing, this Financing Agreement or any Note, (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Lender or the Issuing Bank is located, or (iii) any withholding tax that is imposed on amounts payable to any Lender or the Issuing Bank that is attributable to such Lender’s or the Issuing Bank’s failure to comply with Section 3.4(e) or to the inaccuracy of any certification made pursuant to Section 3.4(e) unless such inaccuracy arose as the result of a change in applicable law or the interpretation or administration thereof by any Governmental Authority after the date such certification was made (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”), shall be not less than the amounts otherwise specified to be paid under this Financing Agreement and the other Financing Documents.  If Borrower shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or

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in respect of any sum payable hereunder or under any other Financing Document to any Lender or the Issuing Bank, and if such Lender or the Issuing Bank shall have complied with its obligations set forth in Section 3.4(e), (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.4(d)), such Lender or the Issuing Bank receives an amount equal to the sum it would have received had no such deductions been made; (B) Borrower shall make such deductions; and (C) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.  If Borrower shall make any payment under this Section 3.4(d) to or for the benefit of any Lender or the Issuing Bank with respect to Taxes and if such Lender or the Issuing Bank determines in its discretion, exercised in good faith, that it has received the benefit of any credit or deduction for such Taxes, then such Lender or the Issuing Bank shall pay to Borrower an amount equal to the amount of such credit or deduction actually received by the Lender or the Issuing Bank; provided,however, that the aggregate amount payable by such Lender or the Issuing Bank pursuant to this sentence shall not exceed the aggregate amount previously paid by Borrower with respect to such Taxes.  In addition, and without duplication of other taxes or charges addressed herein, Borrower agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or the State of New York from any payment made hereunder or under any other Financing Document or from the execution or delivery or otherwise with respect to this Financing Agreement or any other Financing Document (hereinafter referred to as “Other Taxes”).

(ii)Indemnity.  Borrower shall indemnify each Lender and the Issuing Bank for the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 3.4(d)) arising from the execution, delivery or performance of its obligations or from receiving a payment hereunder, or enforcing this Financing Agreement or any Financing Document, paid by any Lender or the Issuing Bank, or any liability (including penalties, interest and reasonable and reasonably documented expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted; providedthat Borrower shall not be obligated to indemnify any Lender or the Issuing Bank for any penalties, interest or expenses relating to Taxes or Other Taxes arising from the indemnitee’s gross negligence, willful misconduct or unexcused breach of this Financing Agreement as determined by a final non-appealable judgment of a court of competent jurisdiction.  Each Lender and the Issuing Bank agrees to give notice to Borrower of the assertion of any claim against such Lender or the Issuing Bank relating to such Taxes or Other Taxes as promptly as is practicable, and in no event later than ten (10) days prior to

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the final expiration of any period available to such Lender or the Issuing Bank under applicable law for challenging such a claim; provided, however, that any Lender’s or the Issuing Bank’s failure to notify Borrower within such period shall not relieve Borrower of its obligation under this Section 3.4(d) with respect to claims arising prior to such time as Borrower receives notice from the indemnitee as provided herein, but shall relieve Borrower of its obligations under this Section 3.4(d) with respect to interest and penalties between the end of the period and such time as Borrower receives notice from such Lender or the Issuing Bank as provided herein.  Payments by Borrower pursuant to this indemnification shall be made within thirty (30) days from the date such Lender or the Issuing Bank makes written demand therefor (submitted through Administrative Agent), which demand shall be accompanied by documentation establishing, in reasonable detail, the basis and calculation thereof and certifying that the method used to calculate such amount is fair and reasonable.  Following a written request by Borrower setting forth in reasonable detail the basis therefor, each Lender and the Issuing Bank agrees either (i) in good faith to contest Taxes or Other Taxes with respect to which such Lender or the Issuing Bank has received an indemnity payment pursuant to this Section 3.4(d)(ii), or (ii) to permit Borrower to contest such Taxes or Other Taxes if such Lender’s or the Issuing Bank’s permission would be required and to cooperate with Borrower in such contest, in each case at Borrower’s sole cost and expense, provided that nothing in the foregoing sentence shall oblige such Lender or the Issuing Bank to disclose to Borrower its tax returns or other information it reasonably considers to be confidential or proprietary or to take other actions that in the reasonable judgment of such Lender or the Issuing Bank would be adverse to its commercial interests.  Each Lender and the Issuing Bank agrees to repay to Borrower any refund (including that portion of any interest that was included as part of such refund with respect to Taxes or Other Taxes paid by Borrower pursuant to this Section 3.4(d)), as soon as commercially practicable after receipt of such refund, received by such Lender or the Issuing Bank for Taxes or Other Taxes that were paid by Borrower pursuant to this Section 3.4(d).

(iii)Notice.  Within thirty (30) days after the date of any payment of Taxes or Other Taxes by Borrower, Borrower shall furnish to Administrative Agent, at the address referred to in Section 14.1, the original or a certified copy of a receipt evidencing payment thereof, a certified copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent, in either instance, certified by an Authorized Officer of Borrower.  Administrative Agent shall promptly provide a copy of such receipt, return or other evidence of payment to each Lender and the Issuing Bank.  Borrower shall compensate Administrative Agent, Issuing Bank and each Lender for all reasonable losses and expenses sustained by Administrative Agent, Issuing Bank or Lender, as the case may be, as a result of any failure by Borrower to so

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furnish the original or certified copy of such receipt, return or other evidence of payment.

(iv)Survival of Obligations.  The obligations of Borrower under this Section 3.4(d) shall survive the termination of this Financing Agreement and the repayment of the Obligations for a period of two (2) years.

(e)Withholding Exemption Certificates.  Administrative Agent, on the Closing Date, and each Lender, upon becoming a Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Financing Agreement), agrees that it will deliver, as soon as commercially practicable, to Borrower and Administrative Agent (and Administrative Agent agrees that it will promptly deliver to Borrower) (i) in the case of Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account, each duly completed; (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of the Code), a copy of a United States Internal Revenue Service Form W-9, duly completed; or (iii) in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit L-1, Exhibit L-2 or Exhibit L-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that Administrative Agent or Lender is entitled to receive payments under this Financing Agreement without deduction or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed.  Each Lender which delivers to Borrower and Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to Borrower and to Administrative Agent further copies of the said letter and Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to Borrower and Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by Borrower or Administrative Agent, certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled to receive payments under this Financing Agreement and the other Financing Documents without deduction or withholding of any United States federal income or withholding taxes, unless a change in applicable law or the

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interpretation or administration thereof by any Governmental Authority has occurred prior to the date on which any such delivery would otherwise be required, which change renders all such forms inapplicable or which change would prevent a Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income or withholding tax.  Borrower shall not be obligated to pay any additional amounts in respect of United States Federal income tax pursuant to Section 3.4(d) (or make an indemnification payment pursuant to Section 3.4(d)) to any Lender (including any Person to which any Lender sells, assigns, grants a participation in, or otherwise transfers its rights under this Financing Agreement) if the obligation to pay such additional amounts (or such indemnification) would not have arisen but for a failure of such Lender to comply with its obligations under this Section 3.4(e).  In the event that any Lender fails or is unable to satisfy the provisions of this Section 3.4(e), Borrower, Administrative Agent and such Lender shall cooperate to find another Person to be substituted for such Lender in the manner provided in Section 12.13 hereof.

3.5Pro Rata Treatment.

(a)Borrowing, Etc.  Except as otherwise provided in this Financing Agreement, (i) each Loan and each reduction of the applicable Commitments shall be made or allocated among the Lenders pro rata according to their respective Proportionate Shares of such Loans or Commitments and (ii) each payment of principal of and interest on Loans shall be made or shared among the Lenders holding such Loans pro rata according to the Proportionate Shares of such Loans.

(b)Sharing of Payments, Etc.  If any Lender or the Issuing Bank (a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of Loans (or interest thereon) owed to it, other than pursuant to Sections 3.6(a) or (b), in excess of its ratable share of payments on account of such Loans obtained by all Lenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Loans, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; and if after taking into account such participations the Benefited Lender continues to have access to additional funds of Borrower for application on account of its debt, then the Benefited Lender shall use such funds to reduce indebtedness of Borrower under the Financing Documents held by it and share such payments with the other Lenders; provided, however, that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from such Lender shall be rescinded and each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (i) the amount of such other Lender’s required

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repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.  Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.5(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation; provided that Borrower shall have no liability to the Lenders or the Issuing Bank hereunder to the extent that it has made all payments to the Lenders, Issuing Bank and Administrative Agent required to be made by Borrower hereunder.

3.6Change of Circumstances.

(a)Inability to Determine Rates.  If, on or before the first day of any Interest Period for any LIBO Rate Loan (i) Administrative Agent determines that the LIBO Rate for such Interest Period with respect to the LIBO Rate Loans cannot be adequately and reasonably determined due to the unavailability of funds in or other circumstances affecting the London interbank market (in respect of a change of circumstances compared to the totality of the circumstances that existed on the Closing Date), or (ii) Lenders holding in the aggregate at least 33.33% of the then outstanding and unpaid principal amount of LIBO Rate Loans shall advise Administrative Agent that (x) the rates of interest for such LIBO Rate Loans do not adequately and fairly reflect the cost to such Lenders of maintaining or continuing such LIBO Rate Loans (compared to the totality of the circumstances that existed on the Closing Date) or (y) deposits in Dollars in the London interbank market are not available to such Lenders (as conclusively certified by each such Lender in good faith in writing to Administrative Agent and to Borrower) in the ordinary course of business in sufficient amounts to maintain or continue their LIBO Rate Loans, then Administrative Agent shall immediately give notice of such condition to Borrower (the “Notice of Inability to Determine Rates”).  After the giving of any such Notice of Inability to Determine Rates and until Administrative Agent shall otherwise notify Borrower and the Lenders that the circumstances giving rise to such condition no longer exist, Borrower’s right to request the continuation of LIBO Rate Loans shall be suspended.  Any Loan outstanding at the commencement of any such suspension shall be converted at the end of the then current Interest Period for such Loans into Base Rate Loans.  Loans converted into Base Rate Loans shall accrue interest at the rate per annum equal to the Base Rate then in effect plus the Applicable Base Rate Margin.  All computations with respect to such Base Rate Loan shall be made as set forth in the last sentence of Section 2.1(d).

(b)Illegality.  If, after the date of this Financing Agreement, the adoption of any Governmental Rule, any change in any Governmental Rule or the application or requirements thereof (whether such change occurs in accordance with the terms of such Governmental Rule as enacted, as a result of amendment, or otherwise), any change in the interpretation or administration of any Governmental Rule by any Governmental Authority, or compliance by any Lender or Borrower with any

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request or directive (whether or not having the force of law) of any Governmental Authority (a “Change of Law”) shall make it unlawful or impossible for any Lender to maintain or continue any LIBO Rate Loan, such Lender shall immediately notify Administrative Agent and Borrower of such Change of Law (“Notice of Change of Law”).  Upon receipt of such notice (i) Borrower’s right to request the continuation of LIBO Rate Loans and the obligations of Lenders to maintain or continue LIBO Rate Loans shall be suspended for so long as such condition shall exist; and (ii) Borrower shall, at the request of such Lender, either (y) immediately repay such Loans pursuant to Section 3.2 or (z) convert such outstanding Loans into Base Rate Loans, if such Lender shall notify Borrower that such Lender may not lawfully maintain or continue such Loans.  Any conversion or prepayment of Loans made pursuant to the preceding sentence prior to the last day of an Interest Period for such Loans shall be deemed a prepayment thereof for purposes of Section 3.7.  Upon the giving of any such Notice of Change of Law, such Base Rate Loans shall accrue interest equal to the Base Rate then in effect plus the Applicable Base Rate Margin.  All computations with respect to such Base Rate Loans shall be made as set forth in the last sentence of Section 2.1(d).

(c)Increased Costs.  If, after the date of this Financing Agreement, any Change of Law:

(i)shall, without duplication with amounts payable under Section 3.4(d), subject any Lender to any tax, duty or other charge with respect to any Loan, or shall change the basis of taxation of payments by Borrower to any Lender on such a Loan (except for Taxes, Other Taxes, or changes in the rate of taxation on the overall net income of any Lender);

(ii)shall impose, modify or require any reserve, special deposit or similar requirement (including any modification of a Reserve Requirement) against assets held by, deposits in or other liabilities for the account of, advances or loans by, or any other acquisition of funds by, any Lender for any Loan; or

(iii)shall impose on any Lender any other requirement directly related to any Loan;

and the effect of any of the foregoing is to increase the cost to such Lender of renewing, participating in or maintaining any such Loan or to reduce any amount receivable by such Lender hereunder or under the Notes; then Borrower shall from time to time, upon demand by Administrative Agent (accompanied by a certificate from such Lender setting forth in reasonable detail the amount of such increased costs or reduced amounts and the basis for determination of such amount), pay to Administrative Agent on behalf of such Lender additional amounts sufficient to reimburse such Lender for such increased costs or to compensate such Lender for such reduced amounts.  Thereafter, Borrower may replace any such Lender so affected pursuant to Section 12.13.

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(d)Capital Requirements.  If any Lender determines that (i) any Change of Law after the date of this Financing Agreement increases the amount of capital required or expected to be maintained by such Lender or the Lending Office of such Lender (a “Capital Adequacy Requirement”) and (ii) the amount of capital maintained by such Lender or such Lending Office which is attributable to, or based upon, the Loans, or this Financing Agreement must be increased as a result of such Capital Adequacy Requirement (taking into account such Lender’s policies with respect to capital adequacy), Borrower shall pay to Administrative Agent on behalf of such Lender or such Person, upon demand of Administrative Agent (accompanied by a certificate from such Lender setting forth in reasonable detail the computation of any such increased costs), such amounts as such Lender or such Person shall reasonably determine are necessary to compensate such Lender or such Person for such reasonably increased costs to such Lender or Person of such increased capital.  Thereafter, Borrower may replace any such Lender so affected pursuant to Section 12.13.

(e)Notice.  Each Lender will notify Administrative Agent of any event occurring after the date of this Financing Agreement that will entitle such Lender to compensation pursuant to this Section 3.6, as promptly as is practicable and in no event later than 120 days after the principal officer or other representative of such Lender responsible for administering this Financing Agreement obtains knowledge thereof, and Administrative Agent shall promptly notify Borrower of such event; provided that any Lender’s failure to notify Administrative Agent within such 120-day period shall not relieve Borrower of its obligation under this Section 3.6 with respect to claims arising prior to such time as Borrower receives notice as provided herein but shall relieve Borrower of its obligations under this Section 3.6 with respect to interest and penalties between the end of such 120-day period and such time as Borrower receives notice from such Lender as provided herein.  No Person purchasing from a Lender a participation in any Loan shall be entitled to any payment from or on behalf of Borrower pursuant to Section 3.6(c) or 3.6(d) which would be in excess of the applicable proportionate amount (based on the portion of the Loan in which such Person is participating) which would then be payable to such Lender if such Lender had not sold a participation in that portion of the Loan.

3.7Funding Losses.

If Borrower shall (a) repay or prepay any Loans on any day other than the last day of an Interest Period for such Loans (whether an Optional Prepayment or a Mandatory Prepayment); (b) fail to borrow any Loans in accordance with the Notice of Borrowing delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise other than a default by a Lender); or (c) fail to make any prepayment of any Loan in accordance with any notice of prepayment delivered to Administrative Agent; then Borrower shall, upon demand by any Lender, reimburse such Lender (by payment to Administrative Agent for the account of such Lender) for all documented and reasonable costs and losses incurred by such Lender as a result of such repayment, prepayment or failure (but such costs and losses shall not include any compensation for lost profit or lost opportunity) (“Liquidation Costs”) together

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with any Interest Fix Fees.  Borrower understands that such Liquidation Costs may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund Loans.  Each Lender demanding payment under this Section 3.7 shall deliver to Administrative Agent a certificate setting forth in reasonable detail the basis for and amount of costs and losses for which demand is made, and Administrative Agent shall promptly provide such certificate to Borrower.

3.8Alternate Office; Minimization of Costs.

(a)To the extent reasonably possible, each Lender shall designate an alternative Lending Office with respect to its Loans and otherwise take any reasonable actions to reduce any liability of Borrower to such Lender under Section 3.4(d), 3.6(c) or 3.6(d), or to avoid the unavailability of Loans or the determination of the interest rate under Section 3.6(a) or Section 3.6(b) so long as such Lender, in its sole discretion, determines that such designation is not materially disadvantageous to such Lender.

(b)Any Lender may designate a Lending Office other than that set forth on Exhibit I and may assign all of its interests under the Financing Documents, and its Notes, to such Lending Office, provided that such designation and assignment do not at the time of such designation and assignment increase the reasonably foreseeable liability of Borrower under Sections 3.4(d), 3.6(c), or 3.6(d) or make Loans or an interest rate option unavailable pursuant to Section 3.6(a) or Section 3.6(b).

(c)Each Lender shall use reasonable efforts to avoid or minimize any additional costs, taxes, expense or obligation which might otherwise be imposed on Borrower pursuant to Sections 3.4(d), 3.6(c) or 3.6(d) or as a result of such Lender being subject to a Reserve Requirement or to avoid the unavailability of Loans or the determination of the interest rate under Section 3.6(a) or Section 3.6(b); provided, however, that such efforts shall not cause the imposition on any Lender of any additional costs or legal or regulatory burdens unless Borrower shall provide such Lender with an indemnification for such additional costs in form and substance reasonably satisfactory to such Lender.

3.9Interest Rate Protection.

(a)Interest Rate Agreement.  No later than five (5) Business Days after the Closing Date, Borrower shall have entered into, and shall maintain in full force and effect, one or more LIBO Rate cap agreements and/or interest rate swaps with schedules and confirmations thereto (collectively, the “Interest Rate Agreements”) with respect to a minimum of 75% of the aggregate outstanding principal of the Term Loans on the Closing Date, on terms and conditions reasonably satisfactory to the Borrower and the counterparty to each such Interest Rate Agreement.  Borrower may substitute one type of Interest Rate Agreement for another type of Interest Rate Agreement, which substitution shall not otherwise constitute an Event of Default.

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(b)Interest Fix Fees.  Borrower shall pay all reasonable costs, fees and expenses incurred by each counterparty providing the Interest Rate Agreements that Borrower enters into hereunder, including any reasonable costs, fees or expenses (including increased interest payments) incurred in connection with any unwinding, breach or termination of such Interest Rate Agreements (“Interest Fix Fees”).

(c)Security.  The obligations of Borrower under each Interest Rate Agreement, and all associated Interest Fix Fees shall be secured by the Collateral Documents and shall rank pari passu with the obligations of Borrower under the other Financing Documents.

ARTICLE 4.
COLLATERAL DOCUMENTS

4.1Security.

(a)Mortgage Documents, Security Agreements, Etc.  The Obligations shall be secured by, and Borrower shall deliver or cause to be delivered the following to Administrative Agent and Security Agent at the times required pursuant to Article 7:

(i)(A) A mortgage, in the form of the Leasehold Mortgage, Assignment Of Rents, Security Agreement And Fixture Filing shown on Exhibit E-1, duly executed by Evergreen Wind Power V, LLC in a recordable form, in favor of Security Agent, with respect to the Stetson I Lease; (B) a mortgage, in the form of the Mortgage, Assignment Of Rents, Security Agreement And Fixture Filing shown on Exhibit E-1, duly executed by Evergreen Wind Power V, LLC in a recordable form, in favor of Security Agent, with respect to the Transmission Line Real Property Interests; and (C) a mortgage, in the form of the Leasehold Mortgage, Assignment Of Rents, Security Agreement And Fixture Filing shown on Exhibit E-1, duly executed by Stetson Wind II, LLC in a recordable form, in favor of Security Agent, with respect to the Stetson II Lease (together, the “Mortgage Documents”);

(ii)A Pledge and Security Agreement in the form of Exhibit E-2, duly executed by the Borrower, in favor of Security Agent (the “Borrower Pledge and Security Agreement”);

(iii)A Pledge and Security Agreement in the form of Exhibit E-7, duly executed by Member in favor of Security Agent (the “Member Pledge and Security Agreement”);

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(iv)A Guaranty and Security Agreement in the form of Exhibit E-3, duly executed by each Project Company, in each case, in favor of Security Agent (each, a “Guaranty and Security Agreement”);

(v)The Account Control Agreement;

(vi)The Consents from the counterparties in respect of the following Material Project Documents, in favor of Security Agent:

A.the Energy Hedge;

B.the Citigroup REC Contract;

C.the PPA;

D.the BOP Agreement;

E.the Turbine Supply Agreement;

F.the Turbine Service Agreement;

G.the Shared Facilities Agreement;

H.the Equipment Purchase Agreement;

I.the O&M Service Agreement; and

J.the Project Administration Agreement.

(vii)The Estoppel Agreements in favor of Security Agent;

(viii)Such other documents, instruments and agreements as Security Agent may request to ensure that it has first-priority perfected Liens in all assets of Borrower and each Project Company, all the issued and outstanding membership interests in each Project Company and all the issued and outstanding membership interests in the Borrower (other than Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the liens granted to the Security Agent pursuant to the Collateral Documents).

(b)Further Assurances.  Borrower shall deliver to Security Agent each of the foregoing and such other instruments, agreements, certificates, opinions and documents (including UCC financing statements and fixture filings and landlord waivers) as Security Agent may reasonably request to perfect and maintain the Liens granted to Security Agent by the foregoing prior to the Liens or other interests of any Person other than Security Agent (other than Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the liens granted to the Security Agent pursuant to the Collateral Documents).  Borrower shall fully

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cooperate with Security Agent and perform all additional acts necessary or reasonably requested by Security Agent or Administrative Agent to effect the purposes of the foregoing.

ARTICLE 5.
CONDITIONS PRECEDENT

5.1Conditions Precedent to the Closing Date; Issuance of Letters of Credit.

The obligation of the Lenders to make the Loans hereunder and the Issuing Bank to issue the Letters of Credit is subject to the prior satisfaction by Borrower of each of the following conditions to the satisfaction of Administrative Agent, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Bank):

(a)All Sponsor Equity shall have been deposited into the Disbursement Account or otherwise contributed in respect of the Projects by or on behalf of the Sponsor.

(b)Each representation and warranty set forth in Article 6 is true and correct in all material respects on the Closing Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date).

(c)No Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing as of the Closing Date and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing as of the Closing Date.

(d)Delivery to Administrative Agent of a copy of one or more resolutions or other authorizations of Borrower, the Member, and each Affiliated Participant, certified by the appropriate officers of each such entity as being in full force and effect on the Closing Date, authorizing, in respect of Borrower, the Borrowing herein provided for and the execution, delivery and performance of this Financing Agreement, and in respect of Borrower and each Affiliated Participant, the other Operative Documents and any instruments or agreements required hereunder or thereunder and in each case to which Borrower or such Affiliated Participant is a party.

(e)Delivery to Administrative Agent of a certificate satisfactory in form and substance to Administrative Agent from Borrower and each Affiliated Participant, signed by the appropriate Authorized Officer of each such entity and dated the Closing Date, as to the incumbency of the natural persons authorized, in respect of Borrower, to execute and deliver this Financing Agreement, and in respect of Borrower and each Affiliated Participant, the other Operative Documents and any instruments or agreements required hereunder or thereunder and in each case to which Borrower or such Affiliated Participant is a party.

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(f)Delivery to Administrative Agent of (i) a copy of the Certificate of Formation of Borrower, certified by the Secretary of State of the State of Delaware, a copy of the Borrower LLC Agreement and any agreements or certificates related to the Borrower LLC Agreement filed in accordance with applicable state law; (ii) copies of the Certificates of Formation of each Affiliated Participant, certified by the Secretary of State of the State of formation of each Affiliated Participant; and (iii) copies of the limited liability company agreement of each Affiliated Participant, as applicable, in each case, certified by an Authorized Officer thereof.

(g)Delivery to Administrative Agent of certificates issued by the Secretary of State of the State or any other jurisdiction of organization of each Major Project Participant (other than the individual counterparties to the Real Property Agreements) certifying that each such Major Project Participant exists under the laws of such State and has paid all taxes due to such State, if such certificates are reasonably available in such State or jurisdiction.

(h)Delivery to Administrative Agent of certificates issued by the Secretary of State of the State of Maine certifying that each Major Project Participant (other than individual counterparties to the Real Property Agreements), is in good standing and is qualified to do business in and has paid all taxes due to such state, if reasonably available; provided, however, that no such certificate shall be required if such Major Project Participant is not required to qualify to do business in such state in order to perform its obligations under the Project Documents to which it is a party or where such Major Project Participant is not the type of Person for which a good standing certificate or certification as to payment of taxes is reasonably available.

(i)Delivery to Administrative Agent of (i) executed originals of each Financing Document required as of the Closing Date, and (ii) certified true and correct execution copies of each Material Project Document and any existing supplements or amendments thereto, all of which Financing Documents, Material Project Documents and supplements or amendments thereto shall, in all material respects, be satisfactory in form and substance to Administrative Agent, Issuing Bank, the Lenders and the Independent Engineer.  Receipt by Security Agent of evidence reasonably satisfactory to it that all appropriate financing statements, fixture filings and the Mortgage Documents were or will be promptly in connection with the funding of the Loans filed and/or recorded as required hereunder or by law.  The Member shall have delivered to Security Agent the original certificates or other instruments, along with a blank membership interest transfer power, evidencing the Member’s 100% ownership interest in all of the issued and outstanding membership interests of the Borrower.  The Borrower shall have delivered to Security Agent the original certificates or other instruments, along with blank membership interest transfer powers, evidencing the Borrower’s 100% ownership interest in all of the issued and outstanding membership interests of each Project Company.

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(j)Delivery to Administrative Agent, Issuing Bank and each Lender, as applicable, of all requested information pursuant to the Patriot Act and Know-Your-Customer regulatory requirements.

(k)Execution and delivery to Administrative Agent by Sponsor of the Sponsor Indemnity, in form and substance satisfactory to Administrative Agent.

(l)Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder.

(m)Administrative Agent shall have received a certificate, dated as of the Closing Date, signed on behalf of Borrower by an Authorized Officer of the Borrower, in substantially the form of Exhibit G-1.

(n)Delivery to Administrative Agent of the Insurance Consultant’s certificate, in substantially the form of Exhibit G-2, with the Insurance Consultant’s report, in form and substance satisfactory to Administrative Agent, attached thereto.

(o)Delivery to Administrative Agent of the Environmental Consultant’s certificate, in substantially the form of Exhibit G-3, with the Environmental Report, in form and substance satisfactory to Administrative Agent, attached thereto.

(p)Delivery to Administrative Agent of the Independent Engineer’s Closing Certificate, in the form of Exhibit G-4, and otherwise satisfactory to Administrative Agent and the Lenders along with a copy of the Independent Engineer’s report in form and substance satisfactory to the Administrative Agent and the Lenders regarding its satisfactory technical review of the Projects, such report confirming (i) the reasonableness of the Projects’ production, revenue, operating cost and major maintenance assumptions; (ii) the adequacy of the Projects’ overall wind farm design including the proposed civil and electrical works, the interconnection facilities and grid functionality; (iii) the adequacy of the Base Case Project Projections, including power production forecasts; and (iv) the status and progress of the construction and development of the Stetson II Project, and the adequacy of the aggregate estimated costs (and reasonableness of the related assumptions) necessary for the achievement of Substantial Completion (as defined in the Stetson II Reed Agreement) of the Stetson II Project (the “Independent Engineer’s Closing Certificate and Report”).

(q)Delivery to Administrative Agent of a report prepared by the Power Market Consultant, satisfactory in form and substance to Administrative Agent and the Lenders, and demonstration that Borrower has complied in all material respects with all relevant recommendations set forth in such report.

(r)Delivery to Administrative Agent of the transmission report prepared by the Transmission Consultant, satisfactory in form and substance to Administrative Agent and the Lenders.

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(s)Delivery to Administrative Agent of a report prepared by the Wind Consultant, which shall include a wind and associated power production gross and net forecast based on the turbine power curve specifications, expected availability of Turbines and actual site and resource characteristics (such review including 50%, 75%, 90% and 99% confidence levels for one and ten year probability forecasts), in each case, satisfactory in form and substance to Administrative Agent, Issuing Bank, the Lenders and the Independent Engineer, along with a reliance certificate from the Wind Consultant dated as of the Closing Date, addressed to Administrative Agent, with respect to such report confirming that the Administrative Agent and the Lenders may rely on such report as of the Closing Date.

(t)Delivery to the Administrative Agent, Transmission Owner and the ISO of a duly executed notice by the Borrower to the Transmission Owner and the ISO, in form and substance acceptable to the Administrative Agent, notifying the ISO and the Transmission Owner of the collateral assignment of the Interconnection Agreement to the Lenders as required pursuant to Section 19.1 of the Interconnection Agreement.

(u)Delivery to Administrative Agent of the Annual Operating Plan, satisfactory in form and substance to Administrative Agent and the Lenders.

(v)Delivery to Administrative Agent of an opinion, each dated the Closing Date, of:

(i)Morgan, Lewis & Bockius LLP, special counsel for Borrower, Member and each other Affiliated Participant, in form and substance acceptable to Administrative Agent (including certain federal permitting matters);

(ii)Verrill Dana, LLP, special real estate counsel for Borrower, Member and each Project Company (including certain state and local permitting matters);

(iii)Bernstein, Shur, Sawyer & Nelson, P.A., special counsel for Borrower and the Project Companies with respect to Maine energy regulatory matters

(iv)McDermott, Will & Emery, LLP, special counsel for Borrower with respect to the Energy Hedge;

(v)in-house counsel for Borrower, Member and each other Affiliated Participant, in form and substance acceptable to Administrative Agent; and

(vi)counsel for the Turbine Supplier and Turbine Operator, in form and substance acceptable to Administrative Agent.

(w)Insurance complying with Section 7.20 shall be in full force and effect as of the Closing Date and Administrative Agent shall have received (i) a certificate of Borrower signed by an Authorized Officer responsible for insurance matters or

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Borrower’s authorized insurance representative, dated as of the Closing Date, and identifying underwriters, type of insurance, insurance limits and policy terms, listing the special provisions required as set forth in Section 7.20, describing the insurance obtained and stating that such insurance is in full force and effect and that all premiums then due thereon have been paid and that, in the opinion of such Person, such insurance complies with Section 7.20, and (ii) certified copies of all policies evidencing such insurance (or a binder, commitment or certificates signed by the insurer or a broker authorized to bind the insurer), in form and substance satisfactory to Administrative Agent.

(x)Delivery to Administrative Agent of (i) Exhibit H-2B, the schedule of Applicable Permits, in form and substance satisfactory to Administrative Agent; and (ii) true and correct copies of all Applicable Permits, which Permits shall be in form and substance satisfactory to Administrative Agent and shall be in the name of, or assigned to, the Project Companies or the Borrower, together with a certificate of Borrower signed by an Authorized Officer certifying that all such Applicable Permits under (ii) hereof have been obtained and that such Applicable Permits are in full force and effect and are not subject to appeal, further procedures or any unsatisfied conditions that may allow material modification or revocation.

(y)Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted or, to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effect.

(z)No action, suit, proceeding or investigation shall have been instituted, or to the knowledge of Borrower, threatened, nor shall any rule, regulation, order, judgment or decree have been issued or proposed to be issued by any Governmental Authority that, solely as a result of the ownership or operation of the Project, the generation or sale of electricity therefrom or the entering into of any Operative Document or any transaction contemplated hereby or thereby, would cause or deem (i) Administrative Agent, Issuing Bank, Security Agent, or the Lenders or any Affiliate of any of them to be subject to, or not exempted from, regulation under PUHCA, any financial, organizational or rate regulation as a “public utility” or “electric utility” or terms of similar effect under Maine law, or under any other state laws and regulations respecting the rates or the financial or organizational regulation of electric utilities; or (ii) Borrower, any Project Company or the Member to be subject to, or not exempted from, regulation (A) under any financial, organizational or rate regulation as a “public utility” or “electric utility” or terms of similar effect under Maine law, (B) under any other state laws and regulations respecting the rates or the financial or organizational regulation of electric utilities except, with respect to the Member, any such state laws or regulations that could not be reasonably expected to have a Material Adverse Effect, and (C) under PUHCA, other than (x) compliance with Section 1265 of PUHCA required with respect to Borrower, the Member or the Project Companies; and (y) regulation under PUHCA with respect to any Affiliate of

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Borrower (including Member and the Project Companies) if such regulation could not be reasonably expected to have a Material Adverse Effect.

(aa)All amounts required to be paid to or deposited with Administrative Agent, Security Agent, Issuing Bank or any Lender, and all taxes, fees and other costs payable in connection with the execution, delivery, recordation and filing of the documents and instruments required to be filed under this Section 5.1, shall have been paid in full or provided for.

(bb)Delivery to Administrative Agent of the (i) audited financial statements for the Sponsor for fiscal year 2008 and (ii) unaudited financial statements of each of Borrower and each Project Company, on a consolidated basis, and Member, including its respective balance sheet and an income and expense statement, as of September 30, 2009, together with certificates from the appropriate Authorized Officers of the Borrower stating that such financial statements fairly present, in all material respects, the financial position of Borrower and each Project Company (on a consolidated basis), Member and Sponsor, as applicable, at the date thereof, subject to changes resulting from audit and normal year-end adjustments.

(cc)Delivery to Administrative Agent of a UCC search report with respect to Borrower, Member and each Project Company dated as of the Closing Date or an earlier date satisfactory to Administrative Agent for each of the jurisdictions in which the UCC-1 financing statements, the fixture filings and the Mortgage Documents are intended to be filed in respect of the Collateral.

(dd)Delivery to Administrative Agent of:  (i) the Construction Budget and Schedule, (ii) Annual Operating Plan, (iii) the Base Case Project Projections and (iv) the Debt Sizing Base Case, reflecting, among other things, a Projected Debt Service Coverage Ratio of not less than 1.00 to 1.00 when applying the P99 Production Level and a Projected Debt Service Coverage Ratio of not less than 1.30 to 1.00 when applying the P50 Production Level.

(ee)Administrative Agent shall have received a title insurance policy or policies in an ALTA Loan Policy Form (6-17-06), together with such endorsements as are required by Administrative Agent, or Title Insurer’s irrevocable, unconditional commitment to issue such policy (such policy and endorsements being hereinafter referred to as the “Title Policy”), each policy in an amount equal to the Total Commitment issued by the Title Insurer, in form and substance and with such reinsurance as is available on commercially reasonable terms and reasonably satisfactory to Administrative Agent, and insuring (or agreeing to insure) Administrative Agent that:

(i)The applicable Project Company has a good and marketable title to or right to control, occupy and use the Project Site and the Transmission Line Real Property Interests, free and clear of liens, encumbrances or other exceptions to title except those exceptions specified on Exhibit E-5 (the “Permitted Encumbrances”);

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(ii)the Mortgage Documents constitute a valid first priority Lien on the Mortgaged Property, free and clear of all Liens, encumbrances and exceptions to title, other than Permitted Encumbrances.  The Title Policy shall effect full coverage against losses arising out of encroachments on boundary and other losses with respect to which Administrative Agent may request coverage, which shall include an endorsement deleting creditor’s rights and arbitration provisions, an endorsement covering pending disbursements, and an affirmative mechanic’s lien endorsement; and

(iii)such other matters as Administrative Agent may reasonably request, and containing only Permitted Encumbrances and any other exceptions relating to the boundaries of the Project Site, encroachments and matters disclosed or discoverable by a survey or inspection as are reasonably acceptable to Administrative Agent and containing no exception for mechanics’ or materialmen’s liens.

(ff)Administrative Agent shall have received an as-built ALTA/ASCM survey of the Project Site with respect to the Stetson I Project and an ALTA/ASCM survey of the Project Site with respect to the Stetson II Project, in each case, satisfactory in form and substance to Administrative Agent and Title Insurer, current within thirty (30) days of the Closing Date and certified to Administrative Agent and Title Insurer by a licensed surveyor in form satisfactory to Administrative Agent.

(gg)Each Project Company is an “exempt wholesale generator” within the meaning of Section 1262(6) of PUHCA and Borrower shall have delivered to Administrative Agent, (i) in respect of the Stetson I Project, the FERC notice Acknowledging Effectiveness of Evergreen Wind Power V, LLC’s Exempt Wholesale Generator Status, dated May 27, 2009, and the FERC Order Granting Market-Based Rate Authority to Evergreen Wind Power V, LLC, dated January 15, 2009; and (ii) in respect of the Stetson II Project, a copy of the Notice of Self-Certification of Exempt Wholesale Generator Status with respect to Stetson Wind II, LLC, properly filed with the FERC and any responsive orders issued by FERC or the FERC staff, acting under delegated authority, copies of all applications for market-based rate authorization with respect to Stetson Wind II, LLC, properly filed with FERC pursuant to Section 205 of the FPA, and any responsive orders issued by FERC, or the FERC staff acting under delegated authority, granting such authorizations.

(hh)Borrower shall have delivered to Administrative Agent satisfactory evidence of the establishment of the Collateral Accounts.  All Reserve Accounts have been fully funded as required under Section 6 of the Account Control Agreement.

(ii)Borrower shall have delivered to Administrative Agent a certificate of Borrower or other evidence that the output of the Projects will qualify for RECs.

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(jj)Receipt of all fees under the Fee Side Agreement by all applicable Persons thereunder.

(kk)No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing.

(ll)Borrower shall have deposited Project Revenues from the Stetson I Project (i) in an amount equal to $3,000,000 into the Stetson I Holding Account, and (ii) all remaining Project Revenues into the Revenue Account, in each case prior to the Closing Date.

(mm)Borrower shall have delivered evidence reasonably satisfactory to Administrative Agent that all work that has been performed at the Stetson II Project by the Closing Date requiring inspection by any Governmental Authorities having jurisdiction has been duly inspected and approved by such authorities and that any certificates or notices required to be issued in connection therewith have been issued by such Governmental Authorities, that all parties performing such work have been or will be paid for such work, and that no mechanics’ and/or materialmen’s liens or applications therefor have been filed and either lien waivers have been obtained or all applicable filing periods for any such mechanics’ and/or materialmen’s liens have expired.

5.2Conditions Precedent to each Borrowing.

The obligation of the Lenders to effect or permit any Borrowing (including the first Borrowing of a Term Loan and the first Borrowing of a Bridge Loan) is subject to the prior satisfaction by Borrower of each of the following conditions to the satisfaction of Administrative Agent, Issuing Bank and the Lenders (unless waived in writing by Administrative Agent with consent of all Lenders and the Issuing Bank):

(a)Borrower shall have requested the Term Loans and/or Bridge Loans pursuant to a Notice of Borrowing delivered to Administrative Agent in accordance with Section 2.5.

(b)[Intentionally Omitted].

(c)Each representation and warranty set forth in Article 6 is true and correct in all material respects on such date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date).

(d)No Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing or will result from the funding of the Loans and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans.

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(e)Administrative Agent shall have received (i) a continuation report and an endorsement to the Title Policy with respect to the Stetson II Project to the date of such Borrowing in the form reasonably approved by the Administrative Agent conforming to the pending disbursement requirements set forth in Exhibit D-5 and setting forth no additional exceptions (including without limitation survey exceptions for the Stetson II Project) except those approved by the Administrative Agent, and (ii) a continuation report and endorsement to each Title Policy with respect to the Stetson I Project and the Transmission Line Real Property Interests to the date of such Borrowing in the form reasonably approved by the Administrative Agent, which continuation report and endorsements shall: (A) update the date of each Title Policy and all endorsements attached thereto to the date of such Borrowing, (B) show no additional exceptions to each Title Policy (including without limitation survey exceptions for the Stetson I Project or the Transmission Line Real Property Interest) except those approved by the Administrative Agent, and (C) shall state the amount of the Loans advanced to date.

(f)Except as set forth in Exhibit H-5 and Exhibit H-6, no material action, suit, proceeding, Environmental Claim or investigation shall have been instituted or, to the knowledge of Borrower, threatened against Borrower, any Affiliated Participant or the Project, which action, suit, proceeding, Environmental Claim or investigation could reasonably be expected to have a Material Adverse Effect.

(g)Each Financing Document, Material Project Document and Applicable Permit shall be in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults shall have occurred thereunder.

(h)No event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing.

ARTICLE 6.
REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to and in favor of Administrative Agent, Issuing Bank and the Lenders as of the Closing Date.

6.1Organization.

(a)Borrower (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary.  Borrower has all requisite limited liability company power and authority to own or hold under lease and/or easement and operate the property it purports to own or hold under lease and/or easement and to carry on its business as now being conducted and as proposed to be conducted under the Operative Documents in respect of the Project and Borrower has the requisite limited liability power and authority to execute, deliver and perform its

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obligations under each Operative Document to which it is a party.  The Member is the sole member of Borrower holding all of the issued and outstanding membership interests in Borrower.

(b)Each Affiliated Participant (i) is duly formed and validly existing and in good standing under the laws of the State of its organization with all requisite organizational or other power and authority under the laws of such State to enter into the Operative Documents to which it is a party and to perform its obligations thereunder and to consummate the transactions contemplated thereby; (ii) is duly qualified, authorized to do business and in good standing in such State and each other material jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (iii) has the requisite limited liability company or corporate power (A) to carry on its business as now being conducted and as proposed to be conducted by it, (B) to execute, deliver and perform its obligations under each Operative Document to which it is a party, in its individual capacity, and (C) to provide guaranties and grant the Liens and security interests provided for in the Financing Documents to which it is a party; and (iv) has the requisite limited liability company or corporate authority to execute, deliver and perform its obligations under each Operative Document to which it is a party.

6.2Authorization; No Conflict.

Borrower and each Affiliated Participant has duly authorized, executed and delivered each Operative Document to which Borrower or such Affiliated Participant is a party (or such Operative Documents have been duly and validly assigned to Borrower and Borrower has assumed the obligations thereunder by operation of law or otherwise), and none of the execution and delivery thereof by Borrower or such Affiliated Participant, the consummation of the transactions contemplated thereby or the compliance with the terms thereof or performance of its obligations thereunder (i) does or will contravene (A) the Borrower LLC Agreement or any organizational document of such Affiliated Participant or (B) any other Legal Requirement applicable to or binding on Borrower, such Affiliated Participant or any of their respective properties, except for any such contravention of a Legal Requirement that could not be reasonably expected to have a Material Adverse Effect; (ii) does or will contravene or result in any material breach of or constitute any material default under, or result in or require the creation of any Lien (other than Permitted Liens) upon any of their respective properties under, any agreement or instrument to which Borrower or any Affiliated Participant is a party or by which any of them or any of their respective properties may be bound or affected; or (iii) does or will require the consent or approval of any Person, which has not already been obtained.

6.3Enforceability.

Assuming the due authorization, execution and delivery thereof by each other party thereto, each Operative Document to which Borrower or any Affiliated Participant is a party is a legal, valid and binding obligation of Borrower or such Affiliated Participant, enforceable against Borrower or such Affiliated Participant in accordance with its terms, except

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to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).  None of the Operative Documents to which Borrower or any Affiliated Participant is a party has been amended or modified except in accordance with this Financing Agreement or as disclosed.  Each Operative Document has been duly executed and delivered by Borrower and each Affiliated Participant, and to the knowledge of Borrower, by each other party thereto.  Each Operative Document (other than any Additional Project Documents) is in effect as of the Closing Date.  As of each date referenced in Section 7.4(b), each Operative Document remains in effect except for those Operative Documents that have expired in accordance with their respective terms as of such date.

6.4ERISA.

There are no ERISA Plans for Borrower, Member or the Project Companies or ERISA Plans that provide benefits to any employee of Borrower, Member or the Project Companies, and none of Borrower, Member or any Project Company has maintained, contributed, or been obligated to contribute to any ERISA Plan at any time within the five (5) years preceding the Closing Date.

6.5Taxes.

(a)Each of Borrower, Member and each Project Company has filed, or has caused to be filed, all federal, state, local and foreign tax returns that it is required to file, has paid or has caused to be paid all taxes it is required to pay to the extent due (other than those taxes that it is contesting in good faith and by appropriate proceedings in accordance with Section 7.14).

(b)For United States federal and Maine income tax purposes, Member and Evergreen Wind Power V, LLC each have elected to be treated as a corporation, and Borrower and Stetson Wind II, LLC will each be treated as a disregarded entity.  Neither the execution and delivery of the Operative Documents nor the consummation of any of the transactions contemplated by the Operative Documents will affect such status of Member, Borrower or any Project Company.  Member, Borrower and each Project Company has made such elections and taken such other actions, and agrees and warrants that it shall at all times make such elections and take such other actions, as would permit Member, Borrower and each Project Company, as applicable, to maintain the status as a disregarded entity or corporation, as applicable, for U.S. Federal and Maine income tax purposes, to the maximum extent permitted by applicable Governmental Rules.

6.6Business, Debt, Contracts, Etc.

Each of Borrower and each Project Company has not conducted any business other than the business contemplated by the Operative Documents.  Except as reflected in the financial statements delivered to Administrative Agent pursuant to Article 5, none of Borrower nor any Project Company has any outstanding Debt or other material liabilities other than

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pursuant to or allowed by the Operative Documents.  Except as otherwise disclosed, neither Borrower nor any Project Company is a party to or bound by any material contract obligating Borrower or any Project Company, as applicable, to pay more than $100,000 in any fiscal year or $250,000 in the aggregate over the term of such contract other than the Operative Documents and the Financing Documents to which it is a party.

6.7Private Offering by Borrower.

Assuming the Lenders are acquiring the Notes for investment purposes only, and not for purposes of resale or distribution thereof except for assignments or participations as provided in Sections 12.14 and 12.15, no registration of the Notes under the Securities Act of 1933, as amended, or under the securities laws of any applicable jurisdiction is required in connection with the offering, issuance and sale of the Notes hereunder.

6.8Filings.

No filing, recording, re-filing or rerecording other than those listed on Exhibit E-6 is necessary to perfect and maintain the perfection and priority of the interest, title or Liens referred to in Section 6.21 relating to personal property set forth in the Member Pledge and Security Agreement, Borrower Pledge and Security Agreement and each Guaranty and Security Agreement, and on or prior to the Closing Date all such filings or recordings (other than those that are required to be made only at a later date, which are so indicated on Exhibit E-6) will have been made.  No filing or recording other than the recording of the Mortgage Documents in the office of the clerk of Washington County and Penobscot County of the State of Maine is necessary to create Liens on the real property interests referred to in Section 6.21, and on or promptly after the Closing Date such filing will be made.

6.9Investment Company, Holding Company Act.

None of Borrower, the Member or any Affiliated Participant that is a party to an Operative Document is an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended.  Borrower and Member have made any required filing with FERC, pursuant to PUHCA.  No Affiliate of Borrower (including the Member) is subject to, or not exempt from, regulation under PUHCA other than regulation under PUHCA that would not reasonably be expected to constitute a Material Adverse Effect.  Each Project Company satisfies the requirements of Section 1262(6) of PUHCA and the regulations thereunder to be an “exempt wholesale generator.”

6.10Governmental Regulation.

Except as set forth in Exhibit H-3, neither Borrower nor the Project Companies will be deemed by MPUC to be subject to financial, organizational or rate regulation as a “public utility” under any applicable Maine law or under any other state or other law, rule or regulation.

6.11Margin Stock.

Borrower is not engaged principally, or as one of its principal activities, in the business of extending credit for the purpose of “buying,” “carrying” or “purchasing” margin

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stock (as defined or used in Regulation T, U or X of the Federal Reserve Board), and no part of the proceeds of the Loans or the Project Revenues will be used by Borrower to buy, purchase or carry any such margin stock or to extend credit to others for the purpose of buying, purchasing or carrying any such margin stock or otherwise in violation of Regulation T, U or X of the Federal Reserve Board.

6.12Financial Statements.

The consolidated financial statements of Borrower delivered pursuant to Section 5.1(bb) fairly present, in all material respects, the financial position of Borrower and the Project Companies, on a combined basis, as of the respective dates thereof and (except as specified in Section 5.1(bb)) the results of operations and cash flows of Borrower and each Project Company, on a combined basis, for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.  Except for obligations under the Operative Documents to which it is a party, none of Borrower nor any Project Company has (and will not following the funding of the Loans have) any contingent obligations, unmatured liabilities, contingent liability or liability for taxes, long-term lease or forward or long-term commitment that are not reflected in the foregoing financial statements or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, financial condition or prospects of Borrower and the Project Companies.

6.13Partnerships and Joint Ventures.

Neither Borrower nor any Project Company is a general partner or a limited partner in any general or limited partnership, a joint venturer in any joint venture or a member in any limited liability company (except for Borrower’s ownership of the Project Companies).  Borrower’s sole subsidiaries are the Project Companies.  Neither Project Company has any subsidiaries.

6.14Existing Defaults.

Neither Borrower nor any Project Company is in default under any material term of any Operative Document or any other agreement or instrument relating to any obligation of Borrower and each Project Company for or with respect to borrowed money, as applicable.

6.15No Default.

No Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing.

6.16Permits.

(a)Except as set forth in Exhibit H-2A, there are no Permits under existing Legal Requirements, including all Environmental Laws, applicable to Borrower, each Project Company and the Project as it is currently designed that are or will become Applicable Permits other than the Permits described in Exhibit H-2B (including all Permits needed to enable the Borrower and each Project Company

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to execute, deliver and perform its obligations under the Financing Documents and each Project Document).  Each Permit described in Part I of Exhibit H-2B is in full force and effect and is not subject to any current legal proceeding or to any unsatisfied condition that may allow material modification or revocation or that could reasonably be expected to have a Material Adverse Effect, and all applicable appeal periods with respect thereto have expired.  None of the Permits described in Part I of Exhibit H-2B has been modified, amended or supplemented in a manner that could be reasonably expected to have a Material Adverse Effect.  Except as set forth on Exhibit H-6, Borrower and each Project Company is in compliance in all material respects with all Applicable Permits set forth in Part I of  Exhibit H-2B.

(b)Each Permit described in Part II of Exhibit H-2B is of a type that is routinely granted on application and Borrower believes that each Permit so indicated on Part II of Exhibit H-2B will be obtained before it becomes an Applicable Permit.

(c)To Borrower’s knowledge, each other Major Project Participant is in compliance in all material respects with its respective applicable third party Permits, each other Major Project Participant possesses all Permits, licenses, franchises, patents, copyrights, trademarks and trade names, or rights thereto necessary to perform its duties under the Operative Documents to which it is a party, and such Person is not in violation of any valid rights of others with respect to any of the foregoing that could be reasonably expected to have a Material Adverse Effect.

(d)Neither Borrower nor any Project Company has entered into any stipulations with any Governmental Authority issuing any Applicable Permit(s) which are not expressly set forth in such Permit(s).

6.17Offices, Location of Collateral.

(a)The chief executive office, if it has more than one place of business, or place of business, if it has only one place of business (as such terms are used in Section 9-307 of the Uniform Commercial Code as in effect in each State where the Collateral is located and the State of New York from time to time) of Borrower and each Project Company is set forth in Exhibit H-7 hereto (as such Exhibit may be supplemented from time to time by 30 days’ notice to Administrative Agent).

(b)All of the tangible Collateral (excluding the Collateral Accounts, the membership interests in the Borrower and each Project Company and general intangibles and other possessory security interests) and the Mortgaged Property is, or when acquired and installed pursuant to the Project Documents will be, located at or on the Project Site or on the real property the subject of the Transmission Line Real Property Interests.

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6.18No Material Adverse Effect

To Borrower’s knowledge, since September 30, 2009 no event, condition or circumstance that could reasonably be expected to have a Material Adverse Effect has occurred or is continuing.

6.19Environmental Matters.

(a)Except as set forth in Exhibit H-6, none of Borrower, Member or any Project Company (the “Subject Companies”) is or has in the past been in violation of any Environmental Law which violation could reasonably be expected to give rise to a material liability to any of the Subject Companies or have a Material Adverse Effect.

(b)Except as set forth in Exhibit H-6, (i) the Subject Companies have obtained all material Permits required under any Environmental Laws for the construction and operation of the Projects, or the occupation and operation of the Project Site, the Improvements or other Mortgaged Property, (ii) the Subject Companies and the Projects comply and have complied with all such material Permits in such a manner that no Material Adverse Effect has been caused or created and (iii) no actions are pending, or to the knowledge of Borrower, threatened, to revoke, terminate, cancel, modify, amend, appeal or otherwise challenge any such Permits.

(c)Except as set forth in Exhibit H-6, none of the Subject Companies nor, to the knowledge of Borrower, any other Person has used, Released, discharged, generated, manufactured, produced, stored, or disposed of, in, on, under, or about the Project Site, the Improvements or other Mortgaged Property, or transported, arranged or permitted the disposal thereto or therefrom, of any Hazardous Substances that could reasonably be expected to subject Administrative Agent, Issuing Bank, the Lenders or the Subject Companies to a material liability under any Environmental Law or that could reasonably be expected to have a Material Adverse Effect.

(d)Except as set forth in Exhibit H-6, there are no aboveground or, to Borrower’s knowledge, underground tanks, whether operative or temporarily or permanently closed, located on the Project Site, the Improvements or other Mortgaged Property, the presence of which could reasonably be expected to have a Material Adverse Effect.

(e)Except as set forth in Exhibit H-6, there are no Hazardous Substances used, stored or present at, on or near the Project Site, the Improvements or other Mortgaged Property that could reasonably be expected to give rise to a material liability of any of the Subject Companies under any Environmental Law or that could reasonably be expected to have a Material Adverse Effect.

(f)Except as set forth in Exhibit H-6, there is or has been no condition, circumstance, action, activity or event that could reasonably form the basis of any material

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violation of any Environmental Law or give rise to any material liability of any of the Subject Companies under any Environmental Law that could reasonably be expected to have a Material Adverse Effect.

(g)Except as set forth in Exhibit H-6, there is no Environmental Claim pending or, to the knowledge of Borrower, threatened with respect to the Project Site, the Improvements or other Mortgaged Property or any of the Subject Companies with respect to the Projects, which Environmental Claim could be reasonably expected to have a Material Adverse Effect.

(h)Borrower has provided to Administrative Agent all reports and other documents relating to environmental investigations and environmental matters concerning the Projects in Borrower’s possession or control.

6.20Litigation.

(a)Except as set forth on Exhibit H-5 or Exhibit H-6, as applicable, there are no pending or, to Borrower’s knowledge, actions threatened in writing against Borrower, Member or any Project Company or proceedings of any kind, including actions or proceedings of or before any Governmental Authority or any Environmental Claims to which Borrower, Member or any Project Company is a party or is subject, or by which any of them or any of their properties are bound that, if adversely determined against Borrower, Member or any Project Company could be reasonably expected to have a Material Adverse Effect.

(b)Except as set forth on Exhibit H-5, there are no pending or, to Borrower’s knowledge, actions threatened in writing against Borrower, Member or any Project Company or proceedings of any kind, including any actions, complaints or proceedings of, or before, any Governmental Authority or any Environmental Claims to which the Project or any of the Affiliated Participants is a party or is subject, or by which any of them or any of their properties or the Project are bound that, if adversely determined against any such Affiliated Participants or the Project, could be reasonably expected to have a Material Adverse Effect.

6.21Title and Liens.

(a)Borrower or each Project Company, as applicable, has good and marketable title to all personal property comprising the Projects, a good and marketable, undivided leasehold estate under the Stetson I Real Property Interests and the Stetson II Real Property Interests that are leases and a good and marketable, undivided easement estate under the Transmission Line Real Property Interests and the Stetson II Real Property Interests that are easements.  Each of the Stetson I Real Property Interests, the Stetson II Real Property Interests and the Transmission Line Real Property Interests are free and clear of all Liens, encumbrances or other exceptions to title other than Permitted Liens.  No written notice has been given to Borrower or any Project Company by any lessor or easement grantor under any of the Stetson I Real Property Interests, Stetson II

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Real Property Interests and the Transmission Line Real Property Interests as to any rights of third parties that are not disclosed in the Title Policy.  To the knowledge of Borrower, except as disclosed in the Title Policy, each lessor or easement grantor under each Real Property Agreement has a good and marketable fee simple estate in the respective portion of the Project Site, in each case free and clear of all Liens, encumbrances or other exceptions to title other than Permitted Liens.  Subject to the provisions of the Mortgage Documents, the Lien of the Mortgage Documents constitutes a valid and subsisting first priority Lien of record on all the Mortgaged Property described in the Mortgage Documents, and the Lien of the Collateral Documents constitutes a first priority perfected security interest in all of the personal property included in the Collateral described in the Collateral Documents, subject to no other Liens except, in the case of Collateral not constituting pledged shares, member interests or other ownership interests in any Person, Permitted Liens.

(b)None of the Permitted Liens:

(i)Materially interferes with the completion or operation of the Projects on the Project Site or, unless otherwise obtained, requires any consents, approvals, permits, easements, licenses or other rights from or notices to the parties thereto for the completion or operation of the Projects or for the granting of the security contemplated by the Collateral Documents;

(ii)provides for any rights in favor of the parties thereto that could materially interfere with the realization of the security granted to the Secured Parties by the Collateral Documents.

6.22Utilities.

All utility services necessary for the completion and operation of the Projects for its intended purposes are available at the Project Site or will be so available when required.

6.23Roads/Feeder Lines.

(a)All roads necessary for the completion and full utilization of the Projects for their intended purposes under the Project Documents have either been completed or the necessary rights of way therefor have been acquired.

(b)All necessary easements, rights of way, agreements and other rights for the completion, interconnection and utilization of the feeder lines for the Projects have been acquired.

(c)All of the easements, rights of way, agreements and other rights referred to in paragraphs (a) and (b) are good, valid and subsisting and are held by Borrower or the Project Companies, as applicable, with a good and marketable title thereto free and clear of all Liens, encumbrances or other exceptions to title other than Permitted Liens.

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6.24Sufficiency of Project Documents.

(a)Other than those that can be reasonably expected to be commercially available when and as required, the services to be performed, the materials to be supplied and the real property interests and the other rights granted to Borrower and the Project Companies pursuant to the Project Documents:

(i)comprise all of the property interests necessary to secure any right material to the completion, operation and maintenance of the Projects in accordance with all Legal Requirements, all without reference to any proprietary information not owned by or available to Borrower or any Project Company under the Project Documents;

(ii)are sufficient to enable each Project to be located, completed, operated and routinely maintained on the respective Project Site; and

(iii)provide adequate ingress and egress for any reasonable purpose in connection with the completion, operation and routine maintenance of each Project under the Project Documents.

(b)There are no material services, materials or rights required for the completion, operation or routine maintenance of the Projects in accordance with the Energy Hedge, Turbine Supply Agreement, BOP Agreement, the Turbine Service Agreement, the O&M Service Agreement, the Plans and Specifications and the Base Case Project Projections other than those available under the Project Documents or that can reasonably be expected to be commercially available at the Project Site on commercially reasonable terms.  The Material Project Documents are the only material agreements in effect as of the Closing Date for the completion and operation of the Projects.

6.25Project Documents.

Except as otherwise disclosed in writing to Administrative Agent, to Borrower’s knowledge, no default by any Major Project Participant to a Material Project Document to which it is a party has occurred and is continuing, which default could be reasonably expected to have a Material Adverse Effect.

6.26Representations and Warranties of Affiliated Participants.

The representations and warranties of the Affiliated Participants contained in the Operative Documents other than this Financing Agreement are true and correct in all material respects as made therein as of the time made or deemed to have been made.

6.27EWG.

Each Project Company qualifies as an EWG.

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6.28Labor Disputes and Acts of God.

Neither the business nor the properties of each of Borrower and each Project Company or, to the knowledge of Borrower, any of the other Major Project Participants are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance), that could be reasonably expected to have a Material Adverse Effect.

6.29Disclosure.

Neither this Financing Agreement nor any other Financing Document or certificate furnished to Administrative Agent, by or, to the knowledge of Borrower, on behalf of Borrower, in connection with the transactions contemplated by this Financing Agreement or the Project Documents or the design, description, testing or operation of the Project, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make statements made therein (in light of the circumstances in which they were made) not misleading.  As of the Closing Date, there is no fact known to Borrower which Borrower has not disclosed to Administrative Agent or the Independent Consultants that has or could be reasonably expected to have a Material Adverse Effect which has not been set forth in this Financing Agreement or in the other documents, certificates and written statements furnished to Administrative Agent and/or the Independent Consultants, by or on behalf of Borrower in connection with the Projects.  No material adverse change has occurred with respect to the financial condition, properties or business of any Affiliated Participant that could be reasonably expected to have a Material Adverse Effect.  To the knowledge of Borrower, no material adverse change has occurred with respect to the financial condition, properties or business of any Major Project Participant that is not an Affiliated Participant that constitutes a Material Adverse Effect.

6.30Base Case Project Projections.

The Base Case Project Projections (a) are based on reasonable assumptions as to all legal and factual matters material to the estimates set forth therein, (b) are consistent, in all material respects, with the provisions of the Project Documents, and (c) to Borrower’s knowledge, accurately represent the anticipated financial performance of the Projects based on the assumptions set forth in the Base Case Project Projections.

6.31Collateral.

The security interests in the Collateral granted to Security Agent, for the benefit of the Secured Parties, pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to the extent a security interest can be perfected by filing or, in the case of the Collateral Accounts and the Pledged Equity Interests (the Pledged Equity Interests being “certificatedsecurities” as defined in Article 8 of the UCC), by control or possession by or on behalf of the secured party; and (b) are, and, with respect to such subsequently acquired property, will be, as to Collateral perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance,

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assignment or otherwise, except, in the case of Collateral not constituting Pledged Equity Interests, for Permitted Liens.  Except to the extent possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect for the benefit of Security Agent rights in and to such Collateral to the extent Security Agent’s security interest can be perfected by recording, filing, registration, giving of notice or other similar action.  No filing, recordation, re-filing or re-recording other than those listed on Exhibit E-6 (as the same may be supplemented from time to time) is necessary to maintain the perfection of the security interest in or Liens on the Collateral comprising personal property set forth in the Member Pledge and Security Agreement, the Borrower Pledge and Security Agreement and each Guaranty and Security Agreement, and all such filings will have been made to the extent Security Agent’s security interest (for the benefit of the Secured Parties) can be perfected by filing.  Security Agent has received all original certificates representing all issued and outstanding membership interests in Borrower and each Project Company.  Borrower has taken the steps necessary pursuant to the Account Control Agreement to give “control” (as that term is defined in Section 8-106(d) of the UCC of New York) to Security Agent over the Collateral Accounts.

6.32Intellectual Property.

Borrower owns or has the right to use all material patents, trademarks, service marks, trade names, copyrights, licenses, know-how and other rights, which are necessary for the completion and operation of the Projects.  Neither Borrower nor any Project Company has received notice that (a) any material product, process, method, substance, part or other material presently contemplated to be sold by or employed by Borrower or any Project Company, as applicable, in connection with the Projects will infringe in any material manner upon any patent, trademark, service mark, trade name, copyright, license or other right owned by any other Person; (b) there is any pending or threatened claim or litigation against or affecting Borrower or any Project Company, as applicable, contesting its right to sell or use any such product, process, method, substance, part or other material; or (c) there is, or there is pending or proposed, any patent, invention, device, application or principle or any statute, law, rule, regulation, standard or code relating to intellectual property that could reasonably be expected to have a Material Adverse Effect.

6.33Proper Subdivision.

The Project Site does not have to be subdivided from larger tracts of land in order to be made subject to a Lien without regard to any other real property, and may be mortgaged, conveyed, made subject to a Lien subject to the extent and limitations of Borrower’s and each Project Company’s, as applicable,  rights, title and interest therein and thereto.

6.34Land Not in Flood Zone.

Except as reflected on the as-built ALTA/ACSM survey delivered by Borrower pursuant to Section 5.1(ff), to Borrower’s knowledge, none of the Collateral at the Project Site includes improved real estate that is located in an area that has been identified by the Director of the Federal Emergency Management Agency as an area having special flood hazards and in

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which flood insurance has been made available under the National Flood Insurance Act of 1968, as amended.

6.35Insurance.

All insurance policies required to be maintained by Borrower and each Project Company, as applicable, under Section 7.20    and represented by insurance policies, binders, commitments or certificates signed by the insurer or a broker authorized to bind the insurer provided to Administrative Agent pursuant to Section 5.1    (w) are in full force and effect and neither Borrower nor any Project Company has received any notice of cancellation from the relevant insurers.

6.36Bankruptcy Event.

No Bankruptcy Event has occurred and is continuing with respect to Borrower, the Member or any Affiliated Participant or, to the knowledge of Borrower, with respect to any Major Project Participant.

6.37Construction of Projects.

To the knowledge of Borrower, all work done on the Projects has been done in a good and workmanlike manner in all material respects and in accordance with the Turbine Supply Agreement, BOP Agreement and Prudent Utility Practices in all material respects.  Neither Borrower nor any Project Company has, except as permitted by the Project Documents, permitted the use of any temporary components or used parts in the construction of the Projects.

6.38Construction Contracts.

Borrower and each Project Company has paid and discharged or caused to be paid or discharged all material liabilities and obligations for payments of any amounts required to be paid to the Turbine Supplier and the BOP Contractor as of the date hereof.

6.39Warranty Period.

The Warranty Period (as defined in the Turbine Supply Agreement) has commenced with respect to the Turbines.  Borrower and each Project Company, as applicable, has paid and discharged or caused to be paid or discharged all material liabilities and obligations due and payable as of the Closing Date, if any, to Turbine Supplier under the Turbine Supply Agreement.

6.40OFAC and Related Matters.

(a)Except to the extent any violation would be due solely to the identity or nationality of one or more parties hereto other than the Sponsor, Borrower, the Member or any Project Company,

(i)None of the transactions contemplated hereby will violate (w) the United States Trading with the Enemy Act, as amended, (x) any of the foreign

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assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto (as amended, the “Department of Treasury Rule”), (y) Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism) (as amended, the “Terrorism Order”)) or (z) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001), as amended (the “Patriot Act”).

(ii)None of the Member, Sponsor, the Borrower nor any Project Company is a “blocked person” as described in Section 1 of the Terrorism Order or a Person described in the Department of the Treasury Rule.

(iii)None of the Member, Sponsor, the Borrower nor any Project Company knowingly engages in any dealings or transactions, or is otherwise associated, with any such blocked person or any such Person.

6.41OFAC Restrictions.

Neither the Borrower nor any Project Company, nor, to the Borrower’s knowledge, any Person holding any legal or beneficial interest whatsoever in the Borrower or any Project Company (whether directly or indirectly): (i) appear on the OFAC SDN List; (ii) are included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in the OFAC SDN List; or (iii) have conducted business with or engaged in any transaction with any Person named on any of the OFAC SDN List or any Person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in the OFAC SDN List.

6.42Line Outage Costs.

Neither the Borrower nor any Project Company incurred any line outage costs under and pursuant to the Interconnection Agreement.

ARTICLE 7.

COVENANTS OF BORROWER

Borrower covenants and agrees that until all of the Loans and Obligations have been paid and performed in full and as long as Commitments remain in effect, Borrower shall, unless Administrative Agent (on instructions of the Majority Lenders and Issuing Bank) waives compliance in writing, perform all of the covenants set forth in this Article 7:

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7.1Use of Loan Proceeds and Project Revenues.

(a)Proceeds of Loans; Letter of Credit.  Unless otherwise applied by Administrative Agent pursuant to this Financing Agreement, proceeds of the Loans shall be applied by Security Agent and the Securities Intermediary in the order and manner set forth in more detail in Article 9 and the Account Control Agreement.  The proceeds of the Term Loans and the Bridge Loans shall be used solely for (i) the payment in full to the lenders under the Existing Stetson I Facilities, (ii) the payment in full to the lenders of the loans corresponding to each Stetson II Project Turbine under the Stetson II Turbine Supply Loan, (iii) payment of construction costs in accordance with the Construction Budget and Schedule, and (iv) payment of transaction costs, fees and expenses related to this Financing Agreement.  The Letters of Credit and the proceeds of the LC Loans shall be used solely in the manner set forth in this Financing Agreement.

(b)Revenues.  Unless otherwise applied by Administrative Agent pursuant to this Financing Agreement, Borrower shall (and Borrower shall cause each Project Company to) deposit all Project Revenues in the Revenue Account pursuant to Article 9 hereof and the Account Control Agreement, for application solely for the purposes and in the order and manner provided in Article 9 hereof and the Account Control Agreement.

7.2Payment.

Borrower shall promptly pay all amounts due under this Financing Agreement and the other Financing Documents to which it is a party according to the terms hereof and thereof.

7.3Notices and Deliveries.

Borrower shall promptly upon acquiring notice or giving notice, as the case may be, or obtaining knowledge thereof, give written notice to Administrative Agent of:

(a)Any litigation pending or, to the knowledge of Borrower, threatened against Borrower or any Project Company involving claims against Borrower, any Project Company or the Project in excess of $200,000 in the aggregate in any fiscal year of Borrower or any Project Company, as applicable, or involving any material injunctive, declaratory or other equitable relief, such notice to include copies of all papers filed in such litigation and to be given monthly if any such papers have been filed since the last notice given;

(b)Any dispute or disputes which exist between Borrower (or any Project Company, as applicable) and any Governmental Authority and which involve (i) claims against Borrower (or any Project Company, as applicable) which exceed $500,000 in the aggregate in any fiscal year of Borrower (or any Project Company, as applicable), (ii) injunctive or declaratory relief, (iii) revocation, suspension or material adverse modification of any Applicable Permit or the commencement of any action or proceeding that could reasonably be expected to result in revocation,

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suspension or material adverse modification of an Applicable Permit, or (iv) any Liens for material taxes due but not yet paid;

(c)Any Event of Default or Inchoate Default;

(d)Any casualty, damage or loss, whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of Borrower, Member or any Project Company, or their respective officers, directors, employees, agents, contractors, consultants or representatives, or of any other Person if such casualty, damage or loss affects Borrower, any Project Company or the Project in excess of $1,000,000 for any one casualty or loss, or an aggregate of $3,000,000 in any fiscal year of Borrower (or any Project Company, as applicable), and Borrower shall keep Administrative Agent timely apprised of any insurance claim proceedings;

(e)Any cancellation or material change in the terms, coverages or amounts of any insurance described in Section 7.20;

(f)Any matter that has had or, in Borrower’s reasonable judgment, would reasonably be expected to have a Material Adverse Effect;

(g)Any scheduled maintenance calendar with respect to the Project delivered to Borrower (or any Project Company, as applicable) pursuant to the Turbine Service Agreement or the O&M Service Agreement;

(h)Any termination or material event of default or notice of termination or default under any Project Document to which Borrower or any Affiliated Participant is a party (including any failure of Borrower to maintain in effect security instruments (including cash collateral) as and when required pursuant to the terms and conditions of the Energy Hedge);

(i)Any developments concerning any FERC or MPUC proceedings affecting any Project that could be reasonably expected to have a Material Adverse Effect;

(j)(i) Any fact, circumstance, condition or occurrence at, on, or arising from or with respect to, the Projects, the Project Site, the Improvements, or other Mortgaged Property that has resulted or could reasonably be expected to result in a material non-compliance with any Environmental Law or any material liability or material remedial, corrective or investigatory obligation thereunder, (ii) any Release of Hazardous Substances on or from the Project Site, the Improvements or other Mortgaged Property that has resulted or could reasonably be expected to result in personal injury or material property damage or could reasonably be expected to have a Material Adverse Effect, and (iii) any pending or, to Borrower’s knowledge, threatened, Environmental Claim against Borrower (or any Project Company, as applicable) or to Borrower’s knowledge any of its Affiliates, contractors, lessees or any other Persons, arising in connection with their occupying or conducting operations on or at the Projects, the Project Site, the

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Improvements or the other Mortgaged Property which could reasonably be expected to have a Material Adverse Effect;

(k)The receipt of any management letter or similar communication as to any deficiencies in the accounting practices of Borrower (or any Project Company, as applicable) from Borrower’s (or any Project Company’s, as applicable) auditors, or the resignation, discharge or change of Borrower’s (or any Project Company’s, as applicable) auditors;

(l)Any claim of force majeure under any Project Document;

(m)Any forced outage affecting five (5) Turbines or more for more than 24 hours;

(n)Borrower’s, any Project Company’s or any ERISA affiliate’s adoption of or participation in any ERISA Plan, or intention to adopt or participate in any ERISA Plan;

(o)The occurrence of an Event of Eminent Domain;

(p)Any event or condition likely to require the incurrence of major maintenance items in an amount that is at least 20% higher, in the aggregate, than the corresponding amounts set forth with respect to all such items in the Base Case Project Projections for such year, within thirty (30) days of the date when Borrower obtains such knowledge;

(q)(i) a notice of any drawing or demand by the Energy Hedge Provider on the security instruments established by or on behalf of Borrower as required under the Energy Hedge, (ii) a notice of any drawing or demand by Borrower on any security instruments established by or on behalf of Energy Hedge Provider as required under the Energy Hedge; or (iii) prior to the creation of the Energy Hedge Lien, if applicable, if the amount of the available Total LC Commitment in respect of the Hedge LCs plus the value of any other existing credit support (in excess of the value of the Energy Hedge LC) provided to Energy Hedge Provider minus the Energy Hedge Liquidity Reserve Requirement (such amount as calculated on each Payment Date, the “Hedge LC Margin”) is less than $2,500,000, Borrower shall cause to be deposited into the Energy Hedge Reserve Account amounts remaining in the Revenue Account pursuant to Section 6(b)(9) of the Account Control Agreement; provided, that  the amounts on deposit in the Energy Hedge Deposit Account shall never be required to exceed $5,000,000 at any given time.

(r)All material notices relating to any Project received by Borrower (or any Project Company) from any Governmental Authority;

(s)The receipt of Turbine Mechanical Completion Certificates (as defined in the Turbine Supply Agreement), and the Infrastructure Completion Certificate (as defined in the BOP Agreement) with respect to the Stetson II Project; and

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(t)All material written notices or material written periodic reports with respect to any Project received by the Borrower or any Project Company under any Project Document they are a party to, including any such notices related to the Turbines by the Turbine Operator or the Turbine Supplier.

7.4Financial Statements.

(a)Borrower shall deliver to Administrative Agent (or cause to be delivered to Administrative Agent) with sufficient copies for the Lenders, in form and substance reasonably satisfactory to Administrative Agent (with consent of the Majority Lenders and the Issuing Bank):

(i)As soon as practicable but no later than forty-five (45) days after the close of the first, second and third quarterly periods of its fiscal year, quarterly (and year-to-date) unaudited financial statements of Borrower and each Project Company (on a consolidated basis), Member, Sponsor and Energy Hedge Guarantor, including a balance sheet and an income and expense statement.  Such requirement may be satisfied with respect to any Person if the appropriate Form 10-Q filed with the Securities and Exchange Commission is publicly available;

(ii)As soon as practicable but no later than 120 days after the close of each applicable fiscal year, audited financial statements of Borrower and each Project Company, on a consolidated basis, Sponsor, Member and Energy Hedge Guarantor including a statement of equity, a balance sheet as of the close of such year, an income and expense statement and a cash flow statement, all prepared in conformity with GAAP and certified by an independent certified public accountant selected by the Person whose financial statements are being prepared and, except in the case of any company subject to reporting requirements under the Securities Exchange Act of 1934, satisfactory to Administrative Agent (with consent of the Majority Lenders and the Issuing Bank); provided, however, that any accounting firm of international or national standing shall be satisfactory.  The certificate to be delivered by an independent certified public accountant pursuant to the first sentence of this Section 7.4(a)(ii) with respect to Borrower and each Project Company shall not be qualified or limited because of such accountant’s restricted or limited examination of any material portion of the records of the applicable Person.  Such requirement may be satisfied with respect to any Person if the appropriate Form 10-K filed with the Securities and Exchange Commission is publicly available; and

(iii)Any additional financial statements, reports or documents to the extent available to Borrower or to which Borrower (or any Project Company, as applicable) is entitled under the Material Project Documents and that are reasonably requested by Administrative Agent.

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(b)Each time the financial statements described above are delivered under this Section 7.4, a certificate signed by an Authorized Officer of the Person whose financial statements are being delivered shall be delivered along with such financial statements, certifying that such Authorized Officer has made or caused to be made a review of the transactions and financial condition of the applicable Person during the relevant fiscal period and that, to the knowledge of the Authorized Officer, no Inchoate Default or Event of Default exists or if any such event or condition existed or exists, the nature thereof and the corrective actions that the Sponsor, Member, Borrower or the Project Company has taken or proposes to take with respect thereto.

7.5Reports.

(a)No later than five (5) Business Days prior to each Payment Date, Borrower shall deliver to the Administrative Agent the calculation of the Debt Service Coverage Ratio for the past 12-month period (which calculation of the Debt Service Coverage Ratio shall include Borrower’s reasonable estimate for Project Revenues and O&M Costs through such Payment Date).  The calculations of the Debt Service Coverage Ratio hereunder, upon confirmation from the Administrative Agent, shall be used in determining the transfers and releases from the Revenue Account and the Disbursement Reserve Account, as applicable, in accordance with the terms of the Account Control Agreement.

(b)Following the Closing Date, on the 26th day of each calendar month commencing January 2010, Borrower shall deliver to Administrative Agent (with sufficient copies for the Lenders) a monthly summary operating report which shall include (i) monthly, a three-month and year-to-date numerical and narrative assessment with respect to each calendar month in the relevant period of (A) the variance analysis of each Project’s compliance with each material category in the Base Case Project Projections, (B) each Project’s electrical production (including variances from budgeted amounts), delivery and curtailment, if any, (C) Project availability and unscheduled maintenance of Turbines in respect of both Projects, (D) [reserved], (E) all Project Revenues received and all O&M Costs paid during such period (including any REC penalties, if applicable and the activity under the Energy Hedge) and all cash balances, including debt service payments during such period, (F) any claims for warranty claims under the Turbine Supply Agreement made or outstanding during such quarter, (G) replacement of equipment not contemplated by the Base Case Project Projections of value in excess of $250,000, and (H) material disputes with contractors, materialmen, suppliers or others and any related claims against Borrower (or any Project Company, as applicable); and (ii) average wind speeds (including with respect to each calendar month in such period).

(c)Promptly following the end of each calendar quarter, commencing with the quarter ending December 31, 2009, Borrower shall deliver to Administrative Agent a summary report describing the then current balance of RECs calculated pursuant to the REC Contracts, including the relevant balances of RECs for each

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category referenced therein and, to the extent reasonably available to Borrower, the REC balances determined by GIS Administrator with respect to each Project for the relevant quarter.  Promptly following each annual reconciliation of REC balances under the REC Contracts, Borrower shall deliver to Administrative Agent a reasonably detailed report discussing in sufficient detail (i) the results of such reconciliation, (ii) the applicable REC balances for each category referenced therein and, to the extent reasonably available to Borrower, the REC balances determined by GIS Administrator with respect to the Projects for the relevant period, (iii) if applicable, the amount of substitute RECs required to be provided by Borrower (or any Project Company, as applicable) as a result of such reconciliation and the costs payable by Borrower (or any Project Company, as applicable) as a result thereof, and (iv) any REC penalties due and payable by Borrower (or any Project Company, as applicable) or GIS Administrator as a result of such reconciliation.

(d)Borrower shall provide to Administrative Agent promptly upon reasonable request such information concerning the Projects and the Project Companies and, to the extent available, the other Affiliated Participants, at such times as Administrative Agent shall reasonably require, including such reports and information as are reasonably required by the Independent Consultants.

(e)Borrower shall provide reports required under this Section 7.5 in a number of copies sufficient for distribution to all Lenders.

7.6Additional Permits and Project Documents; Additional Consents.

Borrower shall deliver to Administrative Agent promptly, but in no event later than thirty (30) days after the receipt thereof by Borrower, copies of (a) all Applicable Permits or any Additional Project Documents obtained or entered into by Borrower (or any Project Company, as applicable) after the Closing Date; and (b) any material amendment, supplement or other modification to any Applicable Permit received by Borrower after the Closing Date.  Each Additional Project Document entered into by Borrower (or any Project Company, as applicable) after the Closing Date shall be in form and substance reasonably satisfactory to Administrative Agent and concurrently with the delivery of such Additional Project Document, Borrower shall cause each other party to such agreement to execute and deliver to Administrative Agent, to the extent reasonably required by Administrative Agent, a consent in substantially the form of Exhibit F-7 and use its commercially reasonable efforts, to the extent reasonably required by Administrative Agent,  to cause such counterparty to provide an opinion of its counsel, in form and substance reasonably acceptable to Administrative Agent.  Within fifteen (15) Business Days after the Closing Date, Stetson Wind II, LLC shall enter into an agreement, in form and substance similar to the Turbine Service Agreement and reasonably satisfactory to the Administrative Agent.

7.7Compliance with Environmental Report Recommendations

Borrower shall (and Borrower shall cause each Project Company to), and shall use reasonable efforts to cause each counterparty to each Project Document to, comply in all

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material respects with all material and relevant recommendations of the applicable Environmental Consultant set forth in the Environmental Reports, and shall inform each such counterparty of each Project Document of the material and relevant recommendations contained in each such Environmental Reports.

7.8Existence, Conduct of Business, Properties, Etc.

Except as otherwise expressly permitted under this Financing Agreement, Borrower shall (and Borrower shall cause each Project Company to) (a) maintain and preserve its existence as a Delaware limited liability company and all material rights, privileges, remedies and franchises necessary or desirable in the normal conduct of its business; (b) perform all of its material contractual obligations under the Operative Documents and all other agreements and contracts by which it is bound upon the terms contained therein; (c) maintain all Permits and licenses, including all Applicable Permits, which are necessary or advisable to conduct its business and to own, insure, operate and maintain each Project in the manner contemplated by the Project Documents; (d) at or before the time that any Permit becomes an Applicable Permit, obtain such Permit; and (e) engage only in the business contemplated by the Operative Documents.

7.9Obligations.

Borrower shall (and Borrower shall cause each Project Company to) pay all of its obligations as and when due and payable, including trade payables in the ordinary course of business and taxes and tax claims, except such obligations as may be contested in good faith by Borrower (or any Project Company, as applicable) or as to which a bona fide dispute may exist, providedthat with respect to any such disputes relating to amounts of more than $100,000, (i) Administrative Agent is satisfied in its reasonable discretion that non-payment of such obligation pending the resolution of such contest or dispute could not reasonably be expected to have a Material Adverse Effect; or (ii) provision is made to the satisfaction of Administrative Agent (and Administrative Agent’s failure to object to Borrower’s written request for approval of such arrangements within ten (10) Business Days of receipt of such request shall constitute approval thereof) in its reasonable discretion for the posting of security (other than the Collateral) for or the bonding of such obligations or the prompt payment thereof in the event that such obligation is payable.

7.10Books, Records, Access.

(a)Borrower shall (and Borrower shall cause each Project Company to) maintain adequate books, accounts and records with respect to Borrower (or the Project Companies, as applicable) and each Project and prepare all financial statements required hereunder in conformity with GAAP and in material compliance with the regulations of any Governmental Authority having jurisdiction thereof, and permit employees or agents of any Lender at any reasonable time during Borrower’s normal business hours and upon reasonable prior notice to Borrower and Administrative Agent, without undue disturbance to Borrower’s commercial operations and at all times in reasonable compliance with Borrower’s health, safety, and environmental policies (assuming that Borrower has provided

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adequate training to such Lender), to inspect all of Borrower’s (and each Project Company’s) properties including the Project Site, to examine or audit all of Borrower’s (and each Project Company’s) books, accounts and records and make copies and memoranda thereof, in each case subject to the provisions of Section 14.19    ; provided, however, that prior to the occurrence of an Inchoate Default or Event of Default the Lender desiring to conduct an inspection in excess of one inspection per 90-day period shall bear the cost thereof.

(b)Borrower shall, upon reasonable notice from the Independent Engineer, provide the Independent Engineer with reasonable access to the Project Site at all times during Borrower’s normal business hours, remote access to the Project’s SCADA System (as defined in the Turbine Supply Agreement) and access to and copies of such of the Project’s engineering drawings and civil and electrical designs and interconnection facilities and project manuals so as to enable the Independent Engineer to deliver such certificates and written reports to Administrative Agent (with sufficient copies for the Lenders) as Administrative Agent may reasonably request.

(c)Borrower shall provide the Independent Engineer with copies of all manuals that are material to the operation of the Projects and that are required to be delivered to Borrower.

7.11EWG and Rate Approval.

(a)Borrower shall take or cause to be taken all necessary and appropriate actions so that each Project Company will be an Exempt Wholesale Generator until all amounts due the Lenders under the Financing Documents have been paid in full.

(b)Borrower shall (i) take or cause to be taken all necessary and appropriate actions so that Borrower will not be subject to the jurisdiction of FERC as a “public utility” under Parts II and III of the FPA and neither Borrower nor any Project Company will be subject to jurisdiction of the MPUC as a “public utility” under applicable Maine law; and (ii) take or cause to be taken all necessary or appropriate actions so that each Project Company will maintain any FERC approvals and Maine state approvals in respect of selling power in Maine.

7.12Operation of Projects.

(a)Borrower shall keep and operate each Project, or cause the same to be kept and operated, in good operating condition consistent in all material respects with Prudent Utility Practices, all Applicable Permits and Legal Requirements and all applicable requirements of the Operative Documents, and make or cause to be made all repairs (structural and non-structural, extraordinary or ordinary) necessary to keep and operate each Project in such condition.  Borrower shall from time to time consider and implement the reasonable recommendations of the Independent Engineer in connection with the operation of each Project.

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(b)Borrower shall operate and maintain each Project, or cause each Project to be operated and maintained in accordance with the Base Case Project Projections (subject to Borrower’s other rights under the Financing Documents, including Borrower’s rights to access amounts in the Collateral Accounts in accordance with the terms of this Agreement and the Account Control Agreement).

(c)Borrower shall operate and maintain each Project, or cause each Project to be operated and maintained in accordance with the Base Case Project Projections in effect from time to time after the expiration of the applicable Warranty Period (as defined in each Turbine Supply Agreement).

(d)Borrower shall not (nor shall it allow any Project Company to) (i) approve any material amendments or modifications to any operation and maintenance manuals referred to in the Turbine Service Agreement and O&M Service Agreement, or (ii) terminate the Turbine Service Agreement ***** in each case without obtaining the prior written consent of Administrative Agent (with consent of the Majority Lenders and Issuing Bank).

7.13Preservation of Rights; Further Assurances.

(a)Borrower shall preserve, protect and defend its rights (and the rights of each Project Company, as applicable) under each and every Project Document, including (where necessary or appropriate) prosecution of suits to enforce any material right of Borrower (or any Project Company, as applicable) thereunder and enforcement of any claims with respect thereto.

(b)From time to time as reasonably requested by any Agent, Borrower shall (and Borrower shall cause each Project Company to) execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents (including any memorandum of lease or other agreement, financing statement, continuation statement, fixture filing, certificate of title or estoppel certificate) relating to the Loans and other Obligations of Borrower hereunder stating the interest and charges then due and any known defaults, and take such other steps as may be necessary or reasonably advisable to render fully valid and enforceable under all applicable laws the rights, Liens and priorities of the Secured Parties (or any Agent on their behalf) with respect to all Collateral and other security from time to time furnished under this Financing Agreement and the other Financing Documents or intended to be so furnished, in each case in such form, together with such legal opinions as may reasonably be requested by any Agent and at such times as shall be reasonably satisfactory to Security Agent, and pay all reasonable fees and expenses (including reasonable attorneys’ fees) incident to compliance with this Section 7.13(b).

(c)If Borrower (or any Project Company) shall at any time acquire any real property or leasehold, easement or other interest in real property not covered by the Mortgage Documents, promptly upon such acquisition, Borrower shall (and Borrower shall cause each Project Company to) execute, deliver and record a

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supplement to the Mortgage Documents, reasonably satisfactory in form and substance to Security Agent, subjecting such real property or leasehold, easement or other interests to the Lien and security interest created by the Mortgage Documents.

7.14Taxes, Other Government Charges and Utility Charges.

Borrower shall (and Borrower shall cause each Project Company to) pay, or cause to be paid, as and when due and prior to delinquency, all taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to Borrower, each Project Company or the Projects, all utility and other charges incurred in the completion, operation, maintenance, use, occupancy and upkeep of each Project, and all assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien on any Project.  However, Borrower and each Project Company may contest in good faith any such taxes, assessments and other charges and, in such event, may permit the taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when each of Borrower and each Project Company is in good faith contesting the same, so long as, with respect to any such dispute in an amount greater than $100,000 (a) reserves reasonably satisfactory to Administrative Agent have been established in an amount sufficient to pay any such taxes, assessments or other charges, accrued interest thereon, potential penalties, additions to tax or other costs relating thereto, or other adequate provision for the payment thereof shall have been made, provided that failure of Administrative Agent to object to Borrower’s written request for approval of reserve arrangements within ten (10) Business Days of receipt by Administrative Agent of such request shall constitute and be deemed approval thereof; (b) enforcement of the contested tax, assessment or other charge is effectively stayed for the entire duration of such contest; and (c) any tax, assessment or other charge determined to be due, together with any interest, additions to tax or penalties thereon, is paid when due after resolution of such contest by final non-appealable judgment.

7.15Compliance With Laws; Permits.

At its expense, Borrower shall (and Borrower shall cause each Project Company to), except to the extent failure to do so could not be reasonably expected to have a Material Adverse Effect, (a) comply, or cause compliance, with all Legal Requirements relating to the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any use of the Projects, the Project Site, the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the case of a change of name or corporate organization involving Borrower or any Project Company, as applicable, take such actions, including the filing of appropriate notices with all Governmental Authorities that have issued Applicable Permits, to maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements.  Borrower shall (and Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any presence or Release of Hazardous Substances to the extent that such presence or Release could reasonably be expected to give rise to a material liability or a material remedial, corrective or investigatory obligation of Borrower (or any Project

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Company, as applicable) or (ii) promptly respond to, and address, any material Environmental Claim against Borrower, any Project Company or any Project.  Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of Legal Requirements or Permits, provided that (i) none of the Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such contest.

7.16Compliance with Anti-Money Laundering and OFAC Laws.

(a)The Borrower shall (and the Borrower shall cause each Project Company to) comply at all times with the requirements of all Anti-Money Laundering Laws.

(b)The Borrower shall provide the Administrative Agent (on behalf of the Lenders) with any information regarding the Borrower, Sponsor, the Member and any Project Company necessary for the Lenders to comply with all Anti-Money Laundering Laws.

(c)The Borrower shall comply at all times with the requirements of all OFAC Laws.

(d)The Borrower shall not, and shall cause the Member, Sponsor and each Project Company not to, conduct business with or engage in any transaction with any person or entity named in the OFAC SDN List or any Person included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in the OFAC SDN List.

(e)If the Borrower obtains actual knowledge or receives any written notice that the Borrower, the Member, Sponsor, any Project Company or any Person holding any legal or beneficial interest whatsoever therein (whether directly or indirectly) is named on the OFAC SDN List (such occurrence, an “OFAC Violation”), the Borrower shall immediately (i) give written notice to the Administrative Agent of such OFAC Violation, and (ii) comply with all applicable laws with respect to such OFAC Violation (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction of the United States of America), including the OFAC Laws, and the Borrower hereby authorizes and consents to the Administrative Agent taking any and all steps the Agent deems necessary, in its sole discretion, to comply with all applicable laws with respect to any such OFAC Violation, including the requirements of the OFAC Laws (including the “freezing” and/or “blocking” of assets and reporting such action to OFAC).

(f)Upon the Administrative Agent’s request from time to time, the Borrower shall deliver a certification confirming its compliance with the covenants set forth in this Section 7.16.

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7.17Separateness Provisions.

Borrower shall (and Borrower shall cause each Project Company to) comply with the separateness provisions set forth in Article 6 of its respective LLC Agreement, other than as required for Borrower and each Project Company to execute, deliver and perform the obligations under the Operative Documents to which it is a party.

7.18Enforcement of Remedies.

Borrower shall diligently pursue and enforce all of its rights and remedies under the Turbine Supply Agreement and the BOP Agreement in a reasonably commercial manner.

7.19O&M Service Agreement.  The Borrower shall cause the Annual Operating Budget under and as defined in the O&M Service Agreement to be in compliance with the Base Case Project Projections.  The Borrower shall deliver to the Administrative Agent a copy of each such Annual Operating Budget upon receipt.

7.20Maintenance of Insurance.

(a)Borrower shall (and Borrower shall cause each Project Company to), without cost to the Lenders, maintain or cause to be maintained on its (or the Project Companies’, as applicable) behalf in effect at all times the types of insurance required by the following provisions together with any other types of insurance required hereunder or in any other Project Document, with insurance companies rated A-, X or better, by Best’s Insurance Guide and Key Ratings (or an equivalent rating by another nationally recognized insurance rating agency of similar standing if Best’s Insurance Guide and Key Ratings shall no longer be published), or other insurance companies of recognized responsibility satisfactory to Administrative Agent (with the consent of the Majority Lenders and Issuing Bank).  Upon request of the Administrative Agent, Borrower shall supply copies of insurance policies or agreed upon policy wordings.

(b)The following insurance coverages shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be in place as of the Closing Date until all obligations of Borrower pursuant to this Financing Agreement and the other Financing Documents have been fully discharged:

(i)Commercial general liability insurance for the Borrower and each Project Company on a “per occurrence” policy form, or “AEGIS” claims-first made equivalent policy including coverage for premises/operations, explosion, collapse and underground hazards, products/completed operations, broad form property damage, blanket contractual liability, and personal injury, with primary coverage limits of no less than $1,000,000 any one occurrence and $2,000,000 in the aggregate.  The commercial general liability policy shall also include a severability of interest with no exclusions for cross-liability.  Deductibles in excess of $10,000 shall be subject to review and approval by the Administrative Agent.  Pollution

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liability is optional unless otherwise required by contract, and then, to such limits as required therein.

(ii)Automobile liability insurance for Borrower and each Project Company, including coverage for owned, non-owned and hired automobiles, as applicable, for both bodily injury and property damage and containing appropriate no-fault insurance provisions or other endorsements in accordance with applicable state legal requirements, with limits of no less than $1,000,000 per accident with respect to bodily injury, property damage or death.

(iii)Worker’s compensation insurance, disability benefits insurance and other similar forms of insurance which Borrower (or any Project Company, as applicable) is required by law to provide for the Project, providing statutory benefits and other applicable States’ endorsement and USL&H Act coverage (if any exposure exists), covering loss resulting from injury, sickness, disability or death of the employees of Borrower (or any Project Company, as applicable) with limits for employer’s liability of not less than bodily injury by accident $4,500,000 each accident, bodily injury by disease $4,500,000 policy limit, and bodily injury by disease $4,500,000 each employee.  These limits may be satisfied through a combination of primary and excess policies.

(iv)Umbrella/Excess Liability Insurance written on an occurrence basis or AEGIS claims-first-made equivalent and providing limits in excess of the primary limits applying under policies described in Sections 7.20(b)(i) and (ii).  Such insurance coverage shall have a limit of liability of not less than $20,000,000 per occurrence and in the annual aggregate.  The umbrella and/or excess liability policies shall not contain endorsements which restrict coverages as set forth in Section 7.20(b)(i), and which are provided in the underlying policies.  If the policy or policies provided under this Section 7.20(b)(iv) contain(s) aggregate limits and such limits are diminished below $15,000,000 by any incident, occurrence, claim, settlement or judgment against such insurance which has caused the carrier to establish a reserve, Borrower (and each Project Company, as applicable) shall take immediate steps to restore such aggregate limits or shall provide other equivalent insurance protection for such aggregate limits.

(v)Aircraft liability, to the extent exposure exists, for the use of any owned, non-owned or hired aircraft used in the operation of the Project with a limit of not less than $10,000,000.

(vi)From the point of groundbreaking for the Borrower and the Stetson II Project and through the date of Substantial Completion, or until such time as cover is provided under the operational insurance as set forth in Section 7.20(b)(vii) below, with no gap in coverage, builder’s risk insurance on an

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“all risk” basis on a completed value form including earthquake and flood, collapse, sinkhole, subsidence and malicious mischief, on a replacement cost basis with no coinsurance penalty and providing:

A.coverage for the Stetson II Project including removal of debris, and first party pollution and hazardous material clean up and removal (with a limit of not less than $1,000,000) insuring the buildings, structures, machinery, equipment, facilities, fixtures and other properties intended to be a permanent part of the Stetson II Project in a minimum aggregate amount not less than full replacement value of the Stetson II Project, subject to an annual aggregate limit of not less than $50,000,000 for flood, earthquake, collapse, sinkhole and subsidence coverage,

B.off-site coverage with a per occurrence limit of $5,000,000 of the limit of liability or such higher amount as is sufficient to cover the replacement cost values of off-site equipment for which there have been progress payments.  Said off-site coverage may be insured as a section of the all risk builder’s risk or as a separate policy,

C.transit coverage (including ocean cargo where ocean transit will be required) with a per occurrence limit of the full insurable value of any single shipment and providing for 12 months delay in start-up cover (revenues including PTCs, if applicable, less non-continuing expenses).  Said transit coverage may be insured as a section of the all risk builder’s risk or as a separate policy.  If as a separate policy, such policy to be placed no later than 20 days prior to the first shipment and shall contain a 50/50 clause,

D.coverage for operational testing and startup with the same dollar coverage and modifications as set out in (vi)(A) above for all assets related to the Stetson II Project, with cover running continuously for machinery breakdown from the beginning of testing until such time as operational cover is put into place; and

E.business interruption insurance (of a “delay” or “delay in start-up” and “contingent delay in startup” nature) in a minimum aggregate amount for the delay in start-up of not less than the equivalent of twelve (12) months and for contingent at least six (6) months “Advance Loss of Profits” including grossed up production tax credits and Renewable Energy Credits (if applicable) on an “all risk” basis, as set forth in (vi)(A) through (vi)(D) above.  The “contingent delay in start- up” shall

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endorse and insure all non-owned substations and interconnection facilities and material project suppliers

F.All such policies may have deductibles of not greater than $150,000 per loss; and business interruption/delay in start-up coverage shall have a deductible not greater than a 30 day period; and operational testing shall have a deductible of not greater than $150,000 per occurrence; and transit coverage shall have a deductible of not greater than $150,000 per occurrence.

(vii)All-risk property insurance covering against physical loss or damage to the Stetson II Project assets from and after the date of Substantial Completion as defined in the Turbine Supply Agreements with no gap in coverage with the requirements in Section (b)(vi) above, Borrower, and Stetson I Project assets (including (i) buried cables at any of the Project sites and (ii) transmission lines to the extent the Borrower or any Project Company has risk of loss and insurance, subject to commercially availability), including fire and extended coverage, collapse, flood, earth movement and comprehensive boiler and machinery coverage (including electrical malfunction and mechanical breakdown).  Such insurance coverage shall not include any exclusion for resultant damage caused by faulty workmanship, design or materials.  Such insurance coverage shall be written on a full replacement cost basis with no coinsurance penalty, and providing:

A.expediting and extra expense at $500,000 (unless provided under the business interruption cover in F. below);

B.debris removal with a $10,000,000 limit;

C.transit cover to the extent exposure exists, with limits equivalent to the full replacement value of property at risks;

D.earthquake and flood coverage may be written with a sublimit of not less than $50,000,000 and cover for terrorism is optional, unless required by contract;

E.the policy limits shall be automatically reinstated following a loss event, with the exception of damage from earthquake and flood, which shall be on an annual aggregate limit;

F.business interruption insurance covering against the same perils as set forth in Section 7.20(b)(vii) above, in an amount not less than twelve (12) months of projected revenues (including production tax credits and renewable energy credits, to the extent applicable) less non continuing expenses with an indemnity period of not less than  twelve (12) months.  The

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business interruption limit may be included in the policy limit set forth in Section 7.20(b)(vii).  Borrower shall also maintain contingent business interruption coverage to the first non-owned substation(s) and transmission facilities or electrical distribution systems on a specified and named location basis with a limit  not less than $5,000,000 (subject to commercial availability).. Borrower shall also maintain or cause to be maintained, expediting or extra expenses coverage in an amount not less than $500,000.  Such cover may be subject to a waiting period not to exceed thirty (30) days; and

G.all such policies may have deductibles of not greater than $150,000 per loss and business interruption coverage shall have a deductible not greater than a 30 day period, unless otherwise approved by the Administrative Agent.

(viii)Such other or additional insurance (as to risks covered, policy amounts, policy provisions or otherwise) as, under Prudent Utility Practices, are from time to time insured against for property and facilities similar in type, nature, use and location to the Project which Administrative Agent may reasonably require after consultation with the Insurance Consultant and Borrower or Borrower’s insurance representative.

(c)Borrower shall use reasonable efforts to require each contractor to maintain insurance consistent with industry practice.

(d)All policies wherein any Lender has an insurable interest shall insure the interests of the Agents and the Lenders as well as Borrower and any Project Company, as applicable ,and shall name Agents, and the Lenders as additional insured, unless the Agents and the Lenders are named as an insured under the policy.  All policies covering real or personal property or business interruption shall name the Security Agent as sole loss payee in accordance with lender’s loss payable endorsement 438 BFU or ISO CP 1218 or their equivalent and shall provide that any payment thereunder for any loss or damage with respect to the Projects shall be made in accordance with the provisions set forth in Article 9 of this Financing Agreement and Section 6 of the Account Control Agreement.  Upon payment and satisfaction of all of Borrower’s obligations under, and termination of the Financing Documents, Administrative Agent will instruct the insurers to name Borrower, or such successor credit provider or other Person as Borrower shall specify, as loss payee.

All policies of liability, except for workmens compensation and employer’s liability where not legally allowed, shall name the Secured Parties as Additional Insured.

All policies shall:

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(A)expressly provide that all provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of Borrower) shall operate in the same manner as if there were a separate policy covering each such insured.

(B)be primary and non-contributory with insurance carried by or on behalf of additional insureds.

(C)Each policy shall waive subrogation (to the extent allowed by law) against any of the Secured Parties, any Project Company or Borrower.

(D)To the extent commercially available, each such policy shall provide that if any premium or installment is not paid when due, or if such insurance is to be cancelled or terminated for any reason whatsoever, the insurers (or their representatives) will promptly notify Borrower and Administrative Agent, and any such cancellation or termination shall not be effective until thirty (30) days (ten (10) days with regard to non-payment) after receipt of such notice to Administrative Agent, and that appropriate certification shall be made to Borrower by each insurer with respect thereto.

(E)All policies covering real and personal property or business interruption (including delay in start-up/ advance loss of profits) shall be endorsed so that the interests of Agents and Lenders shall be insured regardless of any breach or violation by Borrower, any Project Company or any other Person, of any warranties, declarations or conditions contained in such insurance policies.

(e)In the event that Borrower (or any Project Company) fails to respond in a timely and appropriate manner (as reasonably determined by Administrative Agent) to take any steps necessary or reasonably requested by Administrative Agent to collect from any insurers for any loss covered by any insurance required to be maintained by this Section 7.20, Administrative Agent shall have the right to make all proofs of loss, adjust all claims with the insurance company or companies and/or receive all or any part of the proceeds of the foregoing insurance policies, either in its own name or the name of Borrower or any Project Company; provided, however, that Borrower shall (and Borrower shall cause each Project Company to), upon Administrative Agent’s request and at Borrower’s (or each Project Company’s, as applicable) own cost and expense, make all proofs of loss and take all other steps necessary or reasonably requested by Administrative Agent to collect from insurers for any loss covered by any insurance required to be obtained by this Section 7.20.  Notwithstanding this Section 7.20(e), Administrative Agent shall have the right to participate and receive information with respect to all claims and losses.

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(f)On or before the Closing Date and at each policy renewal, Borrower or its authorized insurance representative shall furnish evidence of insurance (certificates of insurance, binders, cover notes or policy wordings) to the Administrative Agent in accordance with industry standards.  On or before the Closing Date and annually thereafter, the Borrower or its insurance representative shall furnish to Administrative Agent a certificate signed by a duly authorized representative of Borrower or insurance brokerage firm, showing the insurance then maintained by or on behalf of Borrower and each Project Company pursuant to this Section 7.20 and stating that such insurance complies in all material aspects with the terms hereof and that premiums are current and that no policies are in danger or threat of cancellation for non-payment of premiums.  In the event that at any time the insurance required by this Section 7.20 shall be reduced or cease to be maintained, then (without limiting the rights of Administrative Agent hereunder in respect of the Event of Default which arises as a result of such failure) Administrative Agent may on behalf of the Secured Parties, at its option, maintain the insurance required hereby and, in such event, Borrower shall reimburse Administrative Agent upon demand for the cost thereof together with interest thereon at a rate per annum equal to the Default Rate, but in no event shall the rate of interest exceed the maximum rate permitted by law.

(g)In the event any insurance (including the limits or deductibles thereof) hereby required by this Section 7.20 to be maintained, other than insurance required by law to be maintained, shall not be available on commercially reasonable terms in the commercial insurance market, Administrative Agent acting upon consultation with the Insurance Consultant, shall not unreasonably withhold its agreement to waive such requirement to the extent the maintenance thereof is not so available and/or, to the extent applicable, may allow Borrower (or any Project Company, as applicable) to obtain the best available insurance comparable to the requirements of this Section 7.20 on commercially reasonable terms then available in the commercial insurance market (as determined by the Insurance Consultant); provided, however, that (i) Borrower shall first request any such waiver in writing, which request shall be accompanied by written reports prepared by Borrower and the Insurance Consultant certifying that such insurance is not available on commercially reasonable terms in the commercial insurance market for wind energy generation projects of similar type and capacity (and, in any case where the required amount is not so available, certifying as to the maximum amount which is so available) and explaining in detail the basis for such conclusions and the form and substance of such reports to be reasonably acceptable to Administrative Agent; (ii) at any time after the granting of any such waiver, but not more often than once annually, Administrative Agent may request, and Borrower shall furnish to Administrative Agent within fifteen (15) days after such request, supplemental reports reasonably acceptable to Administrative Agent updating the prior reports and reaffirming such conclusion; and (iii) any such waiver shall be effective only so long as such insurance shall not be available on commercially reasonable terms in the commercial insurance market (as determined by the Insurance Consultant), it being understood that the failure of Borrower to timely furnish any such supplemental report shall be conclusive

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evidence that such waiver is no longer effective because such condition no longer exists.

(h)In the event that any policy is written on a “claims-made” or “occurrence reported” basis and such policy is not renewed or the retroactive date of such policy is to be changed, Borrower shall (and Borrower shall cause each Project Company to) obtain for each such policy or policies an extended reporting period coverage or “tail” coverage reasonably available in the commercial insurance market for each such policy or policies and shall provide Administrative Agent with proof that such basic and supplemental extended reporting period coverage or “tail” has been obtained.

7.21Maintenance of Title.

Borrower shall (and Borrower shall cause each Project Company to) maintain (a)good and marketable title to the Mortgaged Property pursuant to the Real Property Agreements, subject only to Permitted Liens; and (b) good and marketable title to all of its other respective personal properties and assets (other than properties and assets disposed of in the ordinary course of business) related to the Project to the extent that failure to do so could be reasonably expected to have a Material Adverse Effect.

7.22Event of Eminent Domain.

If an Event of Eminent Domain shall be threatened or occur with respect to any Collateral Borrower shall (and Borrower shall cause each Project Company to) (a) diligently pursue all its rights to compensation against the relevant Governmental Authority in respect of such Event of Eminent Domain; (b) not, without the written consent of Administrative Agent (with the consent of the Majority Lenders whose consent shall not be unreasonably withheld), compromise or settle any claim against such Governmental Authority; and (c) pay or apply all Eminent Domain Proceeds in accordance with Section 6 of the Account Control Agreement.  Borrower (and each Project Company, as applicable) consents to the participation of Administrative Agent in any proceedings resulting from an Event of Eminent Domain, and Borrower shall (and Borrower shall cause each Project Company to) from time to time deliver to Administrative Agent all documents and instruments reasonably requested by it to permit such participation.

7.23Indemnification.

(a)Without duplication of Borrower’s obligations under Sections 3.4(d), 3.6(c) or 3.6(d) (and excluding any items or events specifically excluded from Borrower’s obligations thereunder) and without duplication of any other indemnification requirements in this Financing Agreement, Borrower shall indemnify, defend and hold harmless each Agent, Lender, Issuing Bank and Borrower’s counterparties under Interest Rate Agreements and in their capacities as such, their respective officers, directors, shareholders, controlling persons, employees, agents and servants (collectively, the “Indemnitees”) from and against and reimburse the Indemnitees for:

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(i)any and all claims, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, costs and expenses (including reasonable and documented attorney’s fees and expenses) of whatever kind or nature actually incurred, INCLUDING STRICT LIABILITY CLAIMS, whether or not well founded, meritorious or unmeritorious, demanded, asserted or claimed against any such Indemnitee in any way relating to, or arising out of or in connection with this Financing Agreement, the other Operative Documents, or the Project (collectively, “Claims”), except, with respect to any Indemnitee, or any Claims by any Lender, Issuing Bank, any Agent, or any counterparty of Borrower to an Interest Rate Agreement or any Affiliate of any of the same against such Indemnitee or its officers, directors, shareholders, controlling persons, employees, agents or servants (collectively, its “Affiliated Indemnitees”); and

(ii)any Environmental Claims and all other Claims arising under any Environmental Law relating to any fact, circumstance, condition or occurrence at, on, or arising from, or with respect to any Project, the Project Site, the Improvements, or other Mortgaged Property or the past or current facilities or operations of the Subject Persons related to the Projects, including all Claims in connection with the Release or presence of any Hazardous Substances at any Project, the Project Site, the Improvements, or other Mortgaged Property, whether foreseeable or unforeseeable and, as relating to any Project, the Project Site, the Improvements or other Mortgaged Property, (A) all costs of removal and disposal of Hazardous Substances, (B) all reasonably documented costs actually incurred in accordance with the requirements of the Environmental Laws or relevant Governmental Authorities to (1) determine whether the applicable Project is in compliance with all applicable Legal Requirements; and/or (2) correct any non-compliance with any applicable Legal Requirements, and (C) all reasonably documented costs actually incurred for claims for damages to persons or property, including reasonable attorneys’ and consultants’ fees and court costs.

(b)THE FOREGOING INDEMNITIES SHALL NOT APPLY WITH RESPECT TO AN INDEMNITEE OR ITS AFFILIATED INDEMNITEES, TO THE EXTENT ARISING AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR ITS AFFILIATED INDEMNITEES AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION, BUT SHALL CONTINUE TO APPLY TO OTHER INDEMNITEES.

(c)The provisions of this Section 7.23 shall survive foreclosure of the Collateral Documents and satisfaction or discharge of Borrower’s obligations (including the Obligations) hereunder, and shall be in addition to any other rights and remedies of the Lenders.

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(d)In case any action, suit or proceeding subject to the indemnity of this Section 7.23 shall be brought against any Indemnitee, such Indemnitee shall notify Borrower of the commencement thereof, and Borrower shall be entitled, at its expense, acting through counsel reasonably acceptable to such Indemnitee, to participate in, and, to the extent that Borrower desires, to assume and control the defense thereof.  Such Indemnitee shall be entitled, at its expense, to participate in any action, suit or proceeding the defense of which has been assumed by Borrower.  Notwithstanding the foregoing, Borrower shall not be entitled to assume and control the defenses of any such action, suit or proceedings if and to the extent that, in the reasonable opinion of such Indemnitee and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnitee or a potential or actual conflict of interest between such Indemnitee and Borrower (unless such conflict of interest is waived in writing by such Indemnitee), and in such event (other than with respect to disputes between such Indemnitee and another Indemnitee) Borrower shall pay the reasonable expenses of such Indemnitee in such defense; providedthat Borrower shall not be required to pay any such expenses of more than one lead counsel.

(e)Borrower shall report to such Indemnitee on the status of such action, suit or proceeding as material developments shall occur and from time to time as requested by such Indemnitee (but not more frequently than every sixty (60) days).  Borrower shall deliver to such Indemnitee a copy of each document filed or served on any party in such action, suit or proceeding, and each material document which Borrower possesses relating to such action, suit or proceeding.

(f)Notwithstanding Borrower’s rights hereunder to control certain actions, suits or proceedings, unless Borrower has provided Indemnitee such security as is adequate (in such Indemnitee’s reasonable judgment taking into account the cover available under the insurance maintained by or on behalf of Borrower to cover any potential unfavorable determination of any such action, suit or proceeding), if any Indemnitee reasonably believes that failure to compromise or settle such Claim is reasonably likely to have an imminent material adverse effect on such Indemnitee or a Material Adverse Effect, such Indemnitee shall be entitled to compromise or settle any such Claim.  Any such compromise or settlement shall be binding upon Borrower for purposes of this Section 7.23.

(g)Upon payment of any Claim by Borrower pursuant to this Section 7.23, or other similar indemnity provisions contained herein to or on behalf of an Indemnitee, Borrower, without any further action, shall be subrogated to any and all claims that such Indemnitee may have relating thereto, and such Indemnitee shall cooperate with Borrower and give such further assurances as are necessary or advisable to enable Borrower vigorously to pursue such claims.

(h)Any amounts payable by Borrower pursuant to this Section 7.23 shall be regularly payable within thirty (30) days after Borrower receives an invoice for such amounts from any applicable Indemnitee, and if not paid within such 30-day period shall bear interest at the Default Rate.

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7.24Replacement of Operator.

To the extent that Operator ceases to be the operator of the Projects, Borrower shall retain a replacement operator of the Projects that has recognized knowledge and expertise in providing management, operations, maintenance, and administration services to U.S. wind energy generation projects similar to the Projects and that has been approved in writing by Administrative Agent (acting upon consultation with the Independent Engineer).  If the Turbine Service Agreement is terminated or expires by its terms without being renewed or extended, Borrower shall cause Operator (or replacement operator retained pursuant to the immediately preceding sentence) to expand such operator’s scope of work under the O&M Service Agreement (or an Additional Project Document replacing the Turbine Service Agreement) in order to fully incorporate Turbine Operator’s responsibilities under the Turbine Service Agreement.

7.25Government Grant.

Borrower shall, as soon as practicable, apply for and otherwise cause the Stetson II Project to qualify for the maximum allowable Government Grant pursuant to the American Recovery and Reinvestment Act of 2009 and to provide the Administrative Agent with a copy of all application documents and related correspondence.  All Government Grant proceeds received shall be deposited into the Government Grant Proceeds Account, in accordance with Section 6(g) of the Account Control Agreement.

7.26Further Assurances.

Promptly upon request by an Agent or any Lender through the Administrative Agent (and, in any event, no more than ten (10) Business Days after any such request), the Borrower shall (a) correct any material defect or error that may be discovered in any Financing Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, the Security Agent or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Financing Documents, (ii) to the fullest extent permitted by applicable law, subject any of the Borrower’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Financing Document or under any other instrument executed in connection with any Financing Document to which the Borrower is or is to be a party.

7.27Upwind Array Effect.

In the event that an Upwind Array Event shall occur, then within ninety (90) days of such event (such date the “Adjustment Date”), Borrower shall calculate and deliver to the Administrative Agent a Projected Debt Service Coverage Ratio as of such date using the

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applicable Base Case Project Projections updated with any changes needed solely to take into account the effect, if any, of such Upwind Array Event on the expected power production of any Project, as determined by the Independent Engineer.  In the event that there occurs an Upwind Array Event, and the annual Debt Service Coverage Ratio through the Maturity Date is less than 1.00 to 1.00 when using the P99 Production Level, then Borrower shall make a mandatory prepayment in accordance with Section 3.2(c)(iii) not later than the next Payment Date after such Adjustment Date to the Administrative Agent, for the account of each Lender, in an amount necessary to maintain through the Maturity Date a minimum annual Debt Service Coverage Ratio of at least 1.00 to 1.00 when using the P99 Production Level using the Debt Sizing Base Case delivered pursuant to Section 5.1(dd) modified only to reflect any decrease in the projected annual production of electricity by the Projects as a result of the Upwind Array Event and the Amortization Schedule shall be amended and revised to take into account the effect of such prepayment.

7.28Capacity Revenues.

In the event that after June 30, 2010, the Borrower or the Project Companies fail to qualify in respect of the capacity revenue level as set forth in the Debt Sizing Base Case (which includes a capacity revenue price of $1 per kilowatt per month) for each 6-month period after June 30, 2013, then Borrower shall make a mandatory prepayment in accordance with Section 3.2(c)(iii) not later than the next Payment Date after June 30, 2010 to the Administrative Agent, for the account of each Lender, in an amount equal to the difference between the capacity revenue level as set forth in the Debt Sizing Base Case for the applicable 6-month period and the actual capacity revenue level for which the Projects have qualified for such 6-month period.

7.29Survey — Stetson II Project.

Upon the occurrence of Final Completion (as defined in the Stetson II Reed Agreement) in respect of the Stetson II Project, Borrower shall deliver to Administrative Agent, in each case in form and substance satisfactory to Administrative Agent, (i) an as-built ALTA/ASCM survey of the Project Site with respect to the Stetson II Project, dated within sixty (60) days of the date thereof,showing that the Stetson II Project is located entirely in the Stetson II Real Property Interests, and showing the location of all plotable easements and all utility services, and (ii) an endorsement to the Title Policy that (w) deletes all exceptions for mechanics’ liens, (x) redates the Title Policy and all endorsements attached to the Title Policy to the date of Final Completion, (y) amends the survey endorsement attached to the Title Policy and all references in the Title Policy to the initial survey to refer to the new survey required under clause (i) above and (z) deletes the pending disbursement clause and sets forth no additional exceptions (including survey exceptions), except Permitted Liens and those exceptions otherwise approved by the Majority Lenders.

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ARTICLE 8.
NEGATIVE COVENANTS OF BORROWER

Borrower covenants and agrees that until all of the Loans and Obligations have been paid and performed in full, unless otherwise approved by Administrative Agent (with the consent of the Majority Lenders, unless stated otherwise), Borrower will (and Borrower will cause each Project Company to, as applicable) perform the covenants set forth in this Article 8.

8.1Contingent Liabilities.

Except as provided in this Financing Agreement, the Project Documents or the Financing Documents, Borrower shall not (nor shall Borrower allow any Project Company to) become liable as a surety, guarantor, accommodation endorser or otherwise, for or upon the obligation of any other Person or otherwise create, incur, assume or suffer to exist any contingent obligation exceeding in the aggregate $250,000; provided, however, that this Section 8.1 shall not be deemed to prohibit (a) the acquisition of goods, supplies or merchandise in the normal course of business on normal trade credit; (b) the endorsement of negotiable instruments received in the normal course of its business; or (c) the incurrence, creation, assumption or existence of Permitted Debt.

8.2Limitations on Lien.

Borrower shall not (nor shall Borrower allow any Project Company to) create, assume or suffer to exist any Lien securing a charge or obligation on any properties or assets of Borrower or any Project Company except for Permitted Liens.  Administrative Agent acknowledges that Borrower has advised that it intends to amend the Energy Hedge, subject to the terms and conditions of this Financing Agreement, to permit the creation of a Lien in favor of the Energy Hedge Provider (the “Energy Hedge Lien”), and Administrative Agent agrees that, upon request from Borrower, it will in good faith review and negotiate documents to be executed in connection therewith in a prompt and reasonable manner.

8.3Indebtedness.

Borrower shall not (nor shall Borrower allow any Project Company to) incur, create, assume or permit to exist any Debt except Permitted Debt.

8.4Sale or Lease of Assets.

Except with respect to assets not exceeding $450,000 in the aggregate, Borrower shall not (nor shall Borrower allow any Project Company to) sell, lease, assign, transfer or otherwise dispose of its assets, whether now owned or hereafter acquired (a) except in the ordinary course of its business or as contemplated by the Operative Documents; or (b) except for obsolete, worn out, damaged or replaced property not used or useful in its business. Administrative Agent acknowledges that Borrower has informed Administrative Agent that Evergreen Wind Power V, LLC intends to transfer the assets related to the 38-mile 115 kV generator lead line (connecting the Projects’ Turbines to the New England transmission system), including the Transmission Line Real Property Interests to the Gen Lead Company, and Administrative Agent agrees that, upon request from Borrower, it, with the consent of the

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Majority Lenders, will in good faith review and negotiate documents, in form and substance reasonably satisfactory to the Administrative Agent, to be executed in connection therewith in a prompt and reasonable manner as long as such documents provide Borrower and the Project Companies with sufficient transmission line access and rights for full and unencumbered operation of the Projects (the “Permitted Transmission Line Transfer”).  Borrower shall cause any applicable parties to execute consents to collateral assignment and any other documents reasonably requested by Security Agent.  In connection with the completed transfer of transmission assets to the Gen Lead Company in accordance herewith, Security Agent shall execute a discharge of the Mortgage Document executed with respect to the Transmission Line Real Property Interests.

8.5Changes.

Borrower shall not (nor shall Borrower allow any Project Company to) change the nature of its business or expand its business beyond the business contemplated in the Operative Documents.

8.6Distributions.

Except for any distributions (i) made by the Project Companies to the Borrower as required to enable the Borrower to cause all Project Revenues to be deposited into the Revenue Account pursuant to Section 6(b) of the Account Control Agreement, (ii) allowed to be made by the Borrower pursuant to Section 6 of the Account Control Agreement, and (iii) in accordance with the definition of Restoration Conditions, Borrower shall not (nor shall Borrower allow any Project Company to) directly or indirectly, (a) make or declare any distribution (in cash, property or obligation) on, or make any other payment on account of, any interest in Borrower or any Project Company, (b) make any payments in respect of any management fees to the Member or any Affiliated Participant (except if such fees are included in the Base Case Project Projections or are reflected in the Project Documents).

8.7Investments.

Borrower shall not (nor shall Borrower allow any Project Company to) make or permit to remain outstanding any advances or loans or extensions of credit to, or purchase or own any stock, bonds, notes, debentures or other securities of any Person, except Permitted Investments.

8.8Transactions With Affiliates.

Except for (a) any employment, noncompetition or confidentiality agreement entered into by Borrower or any Project Company, as applicable, with any of its respective employees, officers or directors in the ordinary course of business, (b) as otherwise expressly permitted or contemplated by this Financing Agreement and the other Operative Documents in effect as of the Closing Date or (c) transactions in connection with a Permitted Transmission Line Transfer, Borrower shall not (nor shall Borrower allow any Project Company to) directly or indirectly enter into any transaction or series of transactions with or for the benefit of an Affiliate without the prior written approval of Administrative Agent (with the consent of the Majority Lenders, which consent shall not be unreasonably withheld) unless such transaction or agreement

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is entered into in the ordinary course of business on fair and reasonable terms certified by an officer of the Borrower as no less favorable to such Person than what such Person would obtain in an arm’s length transaction with a counterparty that is not an Affiliate.

8.9Margin Stock Regulations.

Borrower shall not (nor shall Borrower allow any Project Company to) directly or indirectly apply any part of the proceeds of any Loan or Project Revenues to the “buying,” “purchasing” or “carrying” of any margin stock within the meaning of Regulations T, U or X of the Federal Reserve Board, or any regulations, interpretations or rulings thereunder.

8.10Partnerships.

Except for Borrower’s membership interests in the Project Companies or each Project Company’s acquisition of membership interests in the Gen Lead Company in connection with a Permitted Transmission Line Transfer, Borrower shall not (nor shall Borrower allow any Project Company to) become a general or limited partner in any partnership, a joint venturer in any joint venture or a member in any limited liability company.  Except for the Project Companies, Borrower shall not form or acquire any subsidiaries.  No Project Company shall form or acquire any subsidiaries other than in connection with a Permitted Transmission Line Transfer.

8.11Dissolution.

Borrower shall not (nor shall Borrower allow any Project Company to) liquidate or dissolve, or sell or lease or otherwise transfer or dispose of all or any substantial part of its property, assets or business, or combine, merge or consolidate with or into any other entity.

8.12Amendments; Change Orders.

(a)Borrower shall not, and shall not allow any Project Company or any Affiliated Participant to, cause, consent to, or permit, any (i) termination or (ii) amendment, modification (other than any amendments or modifications contemplated by Section 12.9(c)), variance, impairment, replacement, or waiver of timely compliance with any material terms or conditions of, any Project Document or execution of any Additional Project Document with payments exceeding $250,000 over its term without the prior written consent of Administrative Agent (acting with the consent of the Majority Lenders and, as applicable for technical matters, upon consultation with the Independent Engineer).

(b)Borrower shall not (and shall not allow any Project Company to) declare Final Completion (as defined in the Stetson II Reed Agreement) of the Stetson II Project under the Stetson II Reed Agreement without the prior written consent of Administrative Agent; provided, however, that such consent shall be deemed to have been given if the Independent Engineer has certified to the Administrative Agent that Final Completion of the Stetson II Project under the Stetson II Reed Agreement has occurred.

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8.13Compliance With Operative Documents.

Borrower shall not (nor shall Borrower allow any Project Company to)  permit (to the extent within its control and permitted by the Operative Documents) to be done any act under the Operative Documents, or omit or refrain (to the extent within its control and permitted by the Operative Documents) from any act under the Operative Documents, where such act done or permitted to be done, or such omission of or refraining from action, that could be reasonably expected to have a Material Adverse Effect.

8.14Name and Location; Fiscal Year.

Neither Member nor Borrower shall (nor shall Borrower allow any Project Company to) change its name, its limited liability company structure, its jurisdiction of organization or change its fiscal year, in each case, without Administrative Agent’s prior written consent, such consent not to be unreasonably withheld.

8.15Use of Project Site.

Borrower shall not (nor shall Borrower allow any Project Company to) use, or permit to be used, the Project Site for any purpose other than for the construction, operation and maintenance of the Projects as contemplated by the Operative Documents, without the prior written consent of Administrative Agent (with the consent of the Majority Lenders, acting reasonably), or locate any portion of any Project on a site other than as permitted by the Operative Documents, except, in each case, to the extent such use does not conflict with the business of Borrower (or the Project Companies)  or Borrower’s (or the Project Companies’) compliance with the Material Project Documents in effect from time to time.

8.16Assignment.

Borrower shall not (nor shall Borrower allow any Project Company to) assign its rights hereunder or under any of the Operative Documents to any Person except as permitted by Section 8.17 and the other Financing Documents.

8.17Transfer of Interest.

Borrower shall not (nor shall Borrower allow any Project Company to) cause, make, suffer, permit or consent to any creation, sale, assignment or transfer of any ownership interest in Borrower or any Project Company without the prior written consent of Administrative Agent acting in good faith (with the consent of all the Lenders, whose consent shall not be unreasonably delayed or withheld).  As used herein, the transfer of an ownership interest in Borrower shall mean any sale, assignment or transfer of the Sponsor’s direct or indirect ownership interest in the Member.

8.18Abandonment of Projects.

Borrower shall not (nor shall Borrower allow any Project Company to) willfully and voluntarily abandon the operation of any Project for a continuous period of more than forty-five (45) days.

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8.19Environmental Matters.

Borrower shall not (nor shall Borrower allow any Project Company to) Release, emit or discharge into the environment any Hazardous Substances in a manner that could reasonably be expected to have a Material Adverse Effect.  Borrower shall not (nor shall Borrower allow any Project Company to) engage in any other act or omission in violation of any Environmental Laws, Legal Requirements or Applicable Permits that could reasonably be expected to have a Material Adverse Effect.

ARTICLE 9.
COLLATERAL ACCOUNTS

9.1Establishment of Collateral Accounts.

On or prior to the Closing Date, the Borrower and the Security Agent shall cause to be established at the Securities Intermediary the Operating Account, Revenue Account, the Disbursement Account, the Debt Service Reserve Account, the O&M Reserve Account, the Loss Proceeds Account, the Distribution Reserve Account, the Stetson I Holding Account, the Government Grant Proceeds Account, the Gen Lead Account and the Energy Hedge Reserve Account.  Each Collateral Account shall be a “securities account” within the meaning of Section 8-501 of the Uniform Commercial Code in effect in the State of New York.  In accordance with the terms of the Collateral Documents, the Borrower and each Project Company has pledged, assigned and transferred to the Security Agent for the equal and ratable benefit of the Secured Parties, and has granted to the Security Agent for the equal and ratable benefit of the Secured Parties a first- priority, perfected lien on and security interest in, all of its right, title and interest in, to and under the Collateral Accounts, any Permitted Investments (or any other property) held in or credited to the Collateral Accounts and the proceeds of any such Permitted Investments (or such other property).  The Borrower hereby irrevocably confirms the authority of the Security Agent to (and directs and authorizes the Security Agent to) instruct the Securities Intermediary to deposit into and remit funds from such Collateral Accounts in accordance with the terms and conditions of this Financing Agreement and the Collateral Documents.

9.2Permitted Investments.

Upon the request of the Borrower, the Security Agent shall instruct Securities Intermediary to invest and reinvest any balances in any Collateral Account or any amounts held as Loss Proceeds from time to time solely in Permitted Investments, and solely at the expense and risk of the Borrower; provided, however, that (a) if the Borrower fails to provide such request or during any period when an Event of Default exists and is continuing, the Security Agent may instruct Securities Intermediary to invest and reinvest such balances as the Security Agent shall determine in its sole discretion and (b) the maturity of any Permitted Investment shall not exceed thirty (30) days and (c) the minimum amount of each such Permitted Investment shall be One Hundred Thousand Dollars ($100,000) (or, with respect to any Collateral Account, such lesser amount as equals the balance in such Collateral Account at the time).  Earnings on Permitted Investments shall be deposited on the date received by the Securities Intermediary (or

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as soon as practicable thereafter) in the Revenue Account for application as provided for in this Financing Agreement.  All such investments and reinvestments shall be held as provided in the Account Control Agreement.  The Borrower shall bear all risk of loss of capital from investments in Permitted Investments.  As long as the Security Agent, the Administrative Agent and the Securities Intermediary complied with all their respective obligations under the Financing Documents, none of the Administrative Agent, the Security Agent or the Securities Intermediary shall be liable for any loss resulting from any investment in any Permitted Investment or the sale, disposition, redemption or liquidation of such investment or by reason of the fact that the proceeds realized in respect of such sale, disposition, redemption or liquidation were less than that which might otherwise have been obtained, except if such liability is caused by gross negligence or willful misconduct of such Person.

9.3Foreclosure.

Regardless of any Bankruptcy Event which has been commenced by or against the Borrower, any Collateral or any proceeds thereof received in connection with the Collateral Documents, in connection with any sale, release or other disposition of, or collection or realization on, such Collateral, shall be applied by the Security Agent in the following order:

(a)first, on a pro rata basis, to the payment of any and all fees, costs and expenses due and payable to the Agents and the Lenders in connection with this Financing Agreement and the other Financing Documents;

(b)second, on a pro rata basis to any Secured Party which has theretofore advanced or paid any fees to any Agent or Issuing Bank that would otherwise have been payable under priority first, in an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been previously reimbursed;

(c)third, on a pro rata basis, to the payment of any interest expense then due and payable under this Financing Agreement and all Interest Fix Fees;

(d)fourth, on a pro rata basis, to the payment, without duplication, of all principal and other amounts then due and payable in respect of the Obligations under the Financing Agreement;

(e)last, the balance, if any, after all of the Obligations have been paid in full in cash, to the Borrower or to such other person legally entitled thereto.

ARTICLE 10.

EVENTS OF DEFAULT; REMEDIES

10.1Events of Default.

The occurrence of any of the following events, shall constitute an event of default (individually, an “Event of Default,” and collectively, the “Events of Default”) hereunder:

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(a)Failure to Make Payments.  Borrower shall fail to pay, in accordance with the terms of this Financing Agreement, (i) any principal on any Loan (including any Scheduled Repayment Amount or any Mandatory Prepayments required hereunder) on the date that such sum is due; (ii) any interest on any Loan within five (5) days after the date that such sum is due; or (iii) any fee, cost, charge or other sum, including amounts in respect of any Liquidation Costs or Interest Fix Fees due under this Financing Agreement within ten (10) days after the date notice is provided to Borrower by Administrative Agent that such sum referenced in this clause (iii) is due.

(b)Judgments.  A final judgment or judgments shall be entered against Borrower (or any Project Company) in the aggregate amount of $500,000 or more individually and in the aggregate (other than (i) a judgment which is fully covered by insurance or discharged within thirty (30) days after its entry, or (ii) a judgment, the execution of which is effectively stayed within thirty (30) days after its entry but only for thirty (30) days after the date on which such stay is terminated or expires) or that could reasonably be expected to have a Material Adverse Effect.

(c)Misstatements.  Any financial statement, representation or warranty made or prepared by, under the control of or on behalf of Borrower, Member, Sponsor or any Project Company or pursuant to this Financing Agreement or any other Financing Document shall prove to have been false or misleading in any material respect as of the time made or deemed made which could reasonably be expected to have a Material Adverse Effect; provided, however, that if any such misstatement is capable of being remedied and has not caused a Material Adverse Effect, Borrower may correct such misstatement by delivering a written correction of such misstatement to Administrative Agent, in the form and substance satisfactory to Administrative Agent, within thirty (30) days of obtaining knowledge of such misstatement.

(d)Bankruptcy; Insolvency.  Any of Borrower, Member, any Project Company, any Affiliated Participant or any other Major Project Participant, as long as such Person remains a Major Project Participant (each such Person, the “Subject Person”) shall institute a voluntary case seeking liquidation or reorganization under the Bankruptcy Law (or any successor statute), or shall consent to the institution of an involuntary case thereunder against it; or any of the Subject Persons shall file a petition, answer or consent or shall otherwise institute any similar proceeding under any other applicable federal, state or other applicable law, or shall consent thereto; or any of the Subject Persons shall apply for, or by consent or acquiescence there shall be an appointment of, a receiver, liquidator, sequestrator, trustee or other officer with similar powers, or any of the Subject Persons shall make an assignment for the benefit of creditors (except for the collateral assignments and grants of security interests to Security Agent pursuant to the Financing Documents); or any of the Subject Persons shall admit in writing its inability to pay its debts generally as they become due; or if an involuntary case shall be commenced seeking the liquidation or reorganization of any of the Subject Persons under the Bankruptcy Law (or any successor statute) or any

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similar proceeding shall be commenced against any of the Subject Persons under any other applicable federal, state or other applicable law and (i) the petition commencing the involuntary case is not timely controverted; (ii) the petition commencing the involuntary case is not dismissed within sixty (60) days of its filing; (iii) an interim trustee is appointed to take possession of all or a portion of the property, and/or to operate all or any part of the business of any of the Subject Persons and such appointment is not vacated within sixty (60) days; or (iv) an order for relief shall have been issued or entered therein; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers over any of the Subject Persons or of all or a part of their property, shall have been entered; or any other similar relief shall be granted against any of the Subject Persons under any federal, state or other applicable law (any such event, a “Bankruptcy Event”); provided, however, that solely with respect to any BOP Contractor, Borrower or any Affiliated Participant shall have sixty (60) days following any Bankruptcy Event to replace such BOP Contractor with a Replacement Obligor.

(e)Cross Default.  Borrower (or any Project Company) shall default for a period beyond any applicable grace period (i) in the payment of any principal, interest or other amount due under any agreement (other than the Financing Documents) involving the borrowing of money or the advance of credit and the outstanding amount or amounts payable under all such agreements equals or exceeds $500,000 in the aggregate, or (ii) in the payment of any amount or performance of any obligation due under any guaranty or other agreement (other than the Financing Documents) if in either case of clauses (i) or (ii), pursuant to such default, the holder of the obligation concerned exercises its right to accelerate the maturity of an indebtedness evidenced thereby which equals or exceeds $500,000.

(f)ERISA.  If Borrower, any Project Company or any member of the Controlled Group should establish, maintain, contribute to or become obligated to contribute to any ERISA Plan and (i) a reportable event (as defined in Section 4043(b) of ERISA) shall have occurred with respect to any ERISA Plan and, within thirty (30) days after the reporting of such reportable event to Administrative Agent by Borrower (or Administrative Agent otherwise obtaining knowledge of such event) and the furnishing of such information as Administrative Agent may reasonably request with respect thereto, Administrative Agent shall have notified Borrower in writing that (1) Administrative Agent has made a determination that, on the basis of such reportable event, there are reasonable grounds for the termination of such ERISA Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such ERISA Plan and (2) as a result thereof, an Event of Default exists hereunder; or (ii) a trustee shall be appointed by a United States District Court to administer any ERISA Plan; or (iii) the PBGC shall institute proceedings to terminate any ERISA Plan; or (iv) a complete or partial withdrawal by Borrower, any Project Company or any member of the Controlled Group from any Multiemployer Plan shall have occurred, or any Multiemployer Plan shall enter reorganization status, become insolvent, or terminate (or notify Borrower, any Project Company or any member of the

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Controlled Group of its intent to terminate) under Section 4041A of ERISA and, within thirty (30) days after the reporting of any such occurrence to Administrative Agent by Borrower (or Administrative Agent otherwise obtaining knowledge of such event) and the furnishing of such information as Administrative Agent may reasonably request with respect thereto, Administrative Agent shall have notified Borrower in writing that Administrative Agent has made a determination that, on the basis of such occurrence, an Event of Default exists hereunder; provided, however, that any of the events described in this Section 10.1(f) could reasonably be expected to have a Material Adverse Effect provided, further, that any of the events described in this Section 10.1(f) shall apply only to (x) one or more ERISA Plans that are single-employer plans (as defined in Section 4001(a)(15) of ERISA) and under which the aggregate gross amount of unfunded benefit liabilities (as defined in Section 4001(a)(16) of ERISA), including vested unfunded liabilities which arise or might arise as the result of the termination of such ERISA Plan or Plans, and/or (y) one or more Multiemployer Plans to which the aggregate liabilities of Borrower, each Project Company and all members of the Controlled Group shall, in each case, be in an amount that could reasonably be expected to have a Material Adverse Effect.

(g)Breach of Project Documents.  Subject to Section 10.1(h), Borrower or any Project Company (unless waived by the counterparty under the applicable Project Document) or any Major Project Participant shall be in breach of, or default under, any Project Document and any applicable cure period thereunder shall have expired with respect to such breach or default (or, if no cure period is stipulated for such breach or default, the cure period for such default shall be no longer than thirty (30) days) or if the giving of notice would allow Person to terminate such Project Document, and Administrative Agent shall have reasonably determined (with the consent of the Majority Lenders), and have sent a written notice to Borrower to that effect, that such breach or default could reasonably be expected to have a Material Adverse Effect; provided, however, that with respect to a breach or default by any Major Project Participant, if Borrower or any Affiliated Participant shall replace such Major Project Participant with a Replacement Obligor within sixty (60) days of such breach or default, such breach or default shall not be deemed a default under this Financing Agreement; provided, further, however, the Replacement Obligor and the form of such replacement agreement shall be in form and substance satisfactory to the Administrative Agent and the Lenders.  For purposes of the foregoing, any cure by any Agent or any Lender on Borrower’s or any Project Company’s behalf with respect to a breach or default by Borrower or any Project Company under a Project Document shall not be considered a remedy under this Financing Agreement for any such breach or default of such Project Document.

(h)Loss of Material Project Document.  Notwithstanding Section 10.1    (g), if any Material Project Document shall fail for any reason to be in full force; provided, however, that Borrower shall have forty-five (45) days following such failure to cure such failure or enter into a replacement Material Project Document with a Replacement Obligor.

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(i)Breach of Terms of Financing Documents.

(i)(A) Borrower shall fail to (or Borrower shall fail to cause any Project Company to) perform or observe any of the covenants set forth in Sections 7.1, 7.11, 8.1, 8.2, 8.3, 8.4, 8.6, 8.11, 8.17, or 8.18 or (B) Sponsor shall fail to make any payment when due under the Sponsor Indemnity; or

(ii)Borrower or any Affiliated Participant shall fail to perform or observe any other covenant to be performed or observed by it hereunder or under any other Financing Document to which it is a party not otherwise specifically provided for elsewhere in this Article 10, and such failure shall continue unremedied for a period of thirty (30) days; provided, however, that upon notice from Borrower to Administrative Agent, such cure period shall be extended to such longer period of time as is reasonably necessary to effect a cure so long as (x) such default could reasonably be expected to be susceptible of a cure after the initial 30-day cure period and (y) Borrower or the Project Companies, as applicable, are diligently and continuously preceding to cure, or cause the cure of, such default; provided, further, that such extended cure period shall not exceed thirty (30) days from the expiration of the initial 30-day cure period.

(j)Security.  Any of the Collateral Documents, once executed and delivered, shall (except as the result solely of the acts or omissions of the Agents or any Secured Party) fail to provide the Secured Parties with the first-priority Liens, security interest, rights, titles, interest, remedies, powers or privileges intended to be created thereby or cease to be in full force and effect with respect to the Collateral, or the validity thereof or the applicability thereof to the Loans, the Notes or any other Obligations purported to be secured or guaranteed thereby or any part thereof, shall be disaffirmed by or on behalf of Borrower or any Project Company or there shall occur a default or event of default (however defined) under any of the Collateral Documents and Administrative Agent (with the consent of the Majority Lenders) shall determine in its sole discretion that such default or event of default that could be reasonably expected to have a Material Adverse Effect.

(k)Loss of Applicable Permits.  Any Applicable Permit necessary for completion, operation or maintenance of any Project shall be materially modified, revoked or cancelled by the issuing agency or other Governmental Authority having jurisdiction, and Administrative Agent (with the consent of the Majority Lenders) shall have reasonably determined that such material modification, revocation or cancellation would be reasonably expected to have a Material Adverse Effect on the Project and such material modification, revocation or cancellation continues unremedied for forty-five (45) days from such modification, revocation or cancellation.  For purposes of the foregoing, any cure by any Agent or any Lender on Borrower’s or any Project Company’s behalf with respect to any such material modification, revocation or cancellation of any Applicable Permit shall not be considered a remedy under this Financing Agreement.

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(l)Loss of Collateral.  Borrower or any Project Company, as applicable, ceases to be the sole direct or beneficial owner of the Collateral or any portion of Borrower’s or any Project Company’s Collateral material to any Project is seized or appropriated without fair value being paid therefor such as to allow replacement of such property and/or prepayment in full of all Obligations and to allow Borrower in the judgment of Administrative Agent (with the consent of the Majority Lenders, acting reasonably) to continue satisfying its obligations hereunder and under the other Operative Documents.

(m)Material Adverse Effect.  Occurrence of an event or condition that has a Material Adverse Effect.

(n)Stetson II Project Prepayment and Cure.  Notwithstanding the foregoing and subject to all terms and conditions set forth in this Section 10.1(n), upon the occurrence at any time prior to Final Completion (as defined in the Stetson II Reed Agreement) of the Stetson II Project of any Event of Default set forth in Sections 10.1(g), (h), (k) and/or (m) relating solely to the Stetson II Project or Stetson Wind II, LLC, Borrower shall, upon delivery to Administrative Agent of notice of its intent to Administrative Agent on or before the expiry of the applicable cure period, have the right to cure such Event of Default by making the Stetson II Prepayment within five (5) Business Days after receipt of written notice from Administrative Agent of the required amount of the Stetson II Prepayment (the “Stetson II Prepayment Notice”); provided, that if Borrower disputes the prepayment amount set forth in the Stetson II Prepayment Notice, the Borrower may propose in good faith a revised amount of the Stetson II Prepayment; provided, further, that in the event that Administrative Agent and Borrower are unable, after exercising commercially reasonable efforts, to agree on a revised amount of the Stetson II Prepayment within five (5) Business Days of Borrower’s receipt of the Stetson II Prepayment Notice, Borrower shall have the right to cure the applicable Event of Default by making the Stetson II Prepayment (in the amount set forth in the Stetson II Prepayment Notice) within two (2) Business Days after such written notice is received.

Notwithstanding any of the foregoing, the cure right set forth in this Section 10.1(n) is expressly subject to Borrower taking such actions that may be necessary (as determined by the Lenders in their sole discretion) to ensure the adequacy of the Collateral with respect to all remaining Obligations; provided, that upon the indefeasible payment by Borrower of the Stetson II Prepayment, (i) Lenders’ security interests with respect to the portion of the Collateral related solely to the Stetson II Project, to the extent not necessary to ensure the adequacy of the Collateral with respect to all remaining Obligations (as determined by the Lenders in their sole discretion) shall be terminated and released, (ii) any remaining Total Bridge Loan Commitment shall terminate and any remaining Total Term Loan Commitment allocated to the Stetson II Project at such time as determined by the Administrative Agent (taking into account all debt sizing requirements contemplated in the Debt Sizing Base Case) shall terminate, (iii) Stetson Wind II, LLC shall automatically and without further action be

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terminated, released and discharged from, and no longer be bound by, any and all of its obligations under this Financing Agreement and the other Loan Documents (except to the extent necessary to ensure the adequacy of the remaining Collateral, as determined by the Lenders in their sole discretion, and except for any such obligations that, by their terms, expressly survive termination), and (iv) none of Borrower, any Affiliated Participant, Evergreen Wind Power V, LLC nor Stetson Wind II, LLC shall be bound by any representations, warranties or covenants of other terms or obligations contained in this Financing Agreement or any of the Loan Documents as they relate solely to Stetson Wind II, LLC or the Stetson II Project, and no Default or Event of Default shall be deemed to have occurred hereunder or any of the Loan Documents as a result of, and any determination of a Default of Event of Default hereunder or any of the Loan Documents shall exclude, any action, omission, circumstance or occurrence with respect to Stetson Wind II, LLC, the Stetson II Project and any other assets of Stetson Wind II, LLC.

(o)Change of Control.  Occurrence of any Change of Control.

10.2Remedies.

Upon the occurrence and during the continuation of an Event of Default, Administrative Agent may, at the election of the Majority Lenders, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived, exercise any or all of the following rights and remedies, in any combination or order that Administrative Agent (with the consent of the Majority Lenders) may elect, in addition to such other rights or remedies as the Lenders may have hereunder, under the Collateral Documents or at law or in equity:

(a)No Loans.  Cancel all Commitments, refuse to make any Loans, or refuse to make any payments from the Revenue Account or any other Collateral Account or other funds held by any Agent or the Securities Intermediary under the Financing Documents for or on behalf of Borrower.

(b)Cure by Administrative Agent.  Without any obligation to do so, cure any Event of Default hereunder and cure any default and render any performance under any Project Documents as the Majority Lenders in their sole discretion may consider necessary or appropriate, whether to preserve and protect the Collateral or the Secured Parties’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the Default Rate (but in no event shall the rate exceed the maximum lawful rate), shall be repaid by Borrower to Administrative Agent on demand and shall be secured by the Financing Documents as if such amounts were Loans, notwithstanding that such expenditures may, together with amounts advanced under this Financing Agreement, exceed the amount of the Total Commitment.

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(c)Acceleration.  Declare and make any or all sums of accrued and outstanding principal of Loans and accrued but unpaid interest remaining under this Financing Agreement and evidenced by any or all of the Notes, together with all unpaid fees, costs (including Liquidation Costs, Interest Fix Fees and charges and amounts due hereunder or under any other Financing Document) immediately due and payable, provided, however, that upon an Event of Default occurring under Section 10.1(d), all such amounts shall become immediately due and payable without further act of Administrative Agent or Lender or any other Person.

(d)Cash Collateral.  (i) Apply or execute upon, any amounts on deposit in any Collateral Account, any Loss Proceeds or Borrower Equity or any other moneys of Borrower on deposit with Administrative Agent or any Secured Party in the manner provided in the Uniform Commercial Code and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral and/or (ii) draw upon or make a demand under any Collateral Document or any Project Document collaterally assigned to Security Agent by  Borrower or any Project Company; and/or (iii) require the cash collateralization of all Letters of Credit (to the extent of the undrawn Stated Amounts of Letters of Credit issued and outstanding).

(e)Possession of Project.  Enter into possession of the Projects and operate and maintain the Projects, and all sums expended by Administrative Agent in so doing, together with interest on such total amount at the Default Rate, shall be repaid by Borrower to Administrative Agent upon demand and shall be secured by the Financing Documents to the extent provided therein, notwithstanding that such expenditures may, together with amounts advanced under this Financing Agreement, exceed the amount of the Total Commitment.

(f)Remedies Under Financing Documents.  Exercise any and all rights and remedies available to any Agent, Issuing Bank or Lender under any of the Financing Documents (including making a demand under the Sponsor Indemnity pursuant to the terms thereof) or under applicable law, including judicial or non-judicial foreclosure or public or private sale of any of the Collateral pursuant to the Collateral Documents.

ARTICLE 11.

SCOPE OF LIABILITY

Notwithstanding anything to the contrary in this Financing Agreement or the other Financing Documents (but subject to the last sentence of this Article 11), no Lender, Issuing Bank, Agent, Secured Party or other Person shall have any recourse against any Affiliated Participant (other than Sponsor, Member, Borrower, each Project Company) or the stockholders or other owners, officers, directors or employees of any such Person (each, a “Non-Recourse Party”), for any liability to the Lenders arising in connection with any breach or default under this Financing Agreement or any Financing Document, except to the extent the same is enforced against Sponsor, Member, Borrower, the Project Companies and the Collateral and the rents, issues, profits, proceeds and products of the Collateral, and the Lenders shall look solely to

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Sponsor, Member, Borrower and the Project Companies (but not to any Non-Recourse Party or to any distributions received by or payments allowed to any Non-Recourse Party pursuant to the terms of this Financing Agreement or any Financing Document) and the Collateral and the rents, issues, profits, proceeds and products of the Collateral in enforcing rights and obligations under and in connection with the Financing Documents, providedthat (a) the foregoing provisions of this Article 11 shall not constitute a waiver, release or discharge of any of the indebtedness, or of any of the terms, covenants, conditions, or provisions of this Financing Agreement, the Notes, any other Collateral Document or other Financing Document or any Material Project Document, and the same shall continue until all Obligations have been fully paid, discharged, observed, or performed; and (b) the foregoing provisions of this Article 11 shall not limit or restrict the right of the Agents, Issuing Bank and/or the Lenders to name Sponsor, Member, Borrower, any Project Company or any applicable Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to this Financing Agreement, the Projects, the Sponsor Indemnity Agreement, the Mortgage Documents, the Borrower Pledge and Security Agreement, Member Pledge and Security Agreement, each Guaranty and Security Agreement or any other Financing Document, or otherwise, or for injunction or specific performance, so long as no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Party out of any property, assets or funds other than the Collateral and the rents, issues, profits, proceeds or products of the Collateral, and any other property of Sponsor, Member, Borrower or any Project Company.  Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Article 11 shall be deemed to (i) limit or restrict any right or remedy of the Lenders or the Issuing Bank (or any assignee or beneficiary thereof or successor thereto) with respect to, and each of Sponsor, Member, Borrower, each Project Company shall remain fully liable to the extent that Sponsor, Member, Borrower, each Project Company would otherwise be liable for its own actions with respect to, any fraud, willful misconduct, gross negligence or willful misrepresentation or (ii) limit in any respect the enforceability against the parties thereto (including any Non-Recourse Parties) of any Collateral Documents, any Project Documents or any Operative Document in accordance with their respective terms.

ARTICLE 12.

AGENTS

12.1Appointment, Powers and Immunities.

(a)Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Financing Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Financing Agreement and the other Financing Documents, together with such other powers as are reasonably incidental thereto.

(b)Each Secured Party hereby appoints and authorizes Security Agent to act as its agent hereunder and under the other Financing Documents with such powers as are expressly delegated to Security Agent by the terms of this Financing Agreement and the other Financing Documents, together with such other powers as are reasonably incidental thereto.

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12.2Duties, Responsibilities, Powers and Immunities of Agents.

(a)Each Agent shall not have any duties or responsibilities except those expressly set forth in this Financing Agreement or in any other Financing Document, and shall not be a trustee for, or fiduciary of, any Lender or any other Secured Party.  Notwithstanding anything to the contrary contained herein, no Agent shall be required to take any action which is contrary to this Financing Agreement or any other Financing Documents or any Legal Requirement or exposes such Agent to any liability.  Each of the Agents, the Lenders and any of their respective Affiliates shall not be responsible to any other Agent, Lender for any recitals, statements, representations or warranties made by Borrower, or any Project Company or any Affiliates thereof contained in this Financing Agreement or any other Financing Document or in any certificate or other document referred to or provided for in, or received by any Agent or any Lender under this Financing Agreement or any other Financing Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Financing Agreement, the Notes, any other Financing Document or any other document referred to or provided for herein or for any failure by Borrower, any Project Company or any Affiliates thereof to perform their respective obligations hereunder or thereunder.  Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.  No Agent shall be liable to Borrower for breach by any other Agent under any Financing Document or any Lender in its capacity solely as Agent, or be liable to any other Agent or any Lender for breach by Borrower of any Financing Document.

(b)Each Agent and its respective directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Financing Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.  Without limiting the generality of the foregoing, each Agent (i) may treat the payee of any Note as the holder thereof until such Agent receives written notice of the assignment or transfer thereof signed by such payee and in form and substance satisfactory to such Agent; (ii) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender or any other Agent for any statements, warranties or representations made in or in connection with any Project Document or Financing Document; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Operative Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower, any Project Company or any other Person; and (v) shall not be responsible to any Lender or any other Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Operative Document or any other instrument or document furnished pursuant

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hereto or thereto.  Except as otherwise provided under this Financing Agreement, each Agent shall take such action with respect to the Financing Documents as shall be directed, or consented to, by the Majority Lenders.

12.3Reliance by Agents.

Each Agent shall be entitled to rely upon any certificate, notice or other document (including any cable, telegram, telecopy or telex) reasonably believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Agent.  As to any other matters not expressly provided for by this Financing Agreement, Administrative Agent shall not be required to take any action or exercise any discretion, but shall be required to act or to refrain from acting upon instructions or with the consent of the Majority Lenders (except that Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to this Financing Agreement, any other Financing Document or any Legal Requirement) and shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any other Financing Document in accordance with the instructions or consent of the Majority Lenders, and such instructions or consent of the Majority Lenders and any action taken or refraining to act pursuant thereto shall be binding on all Lenders.

12.4Non-Reliance.

Each Lender represents that it has, independently and without reliance on any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of the financial condition and affairs of Borrower and each Project Company and decision to enter into this Financing Agreement and agrees that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own appraisals and decisions in taking or not taking action under this Financing Agreement.  Each Agent and Lender shall not be required to keep informed as to the performance or observance by Borrower, any Project Company or any Affiliated Participant under this Financing Agreement or any other document referred to or provided for herein or to make inquiry of, or to inspect the properties or books of Borrower, any Project Company or any Affiliated Participant.

12.5Defaults.

(a)Each Agent (acting in its capacity as Agent and not in any other capacity) shall not be deemed to have knowledge or notice of the occurrence of any Inchoate Default or Event of Default unless such Agent has received a written notice from a Lender, another Agent or Borrower, referring to this Financing Agreement, describing such Inchoate Default or Event of Default and indicating that such notice is a “notice of default”.  If an Agent receives such a notice of the occurrence of an Inchoate Default or Event of Default, it shall give notice thereof to the Lenders and the other Agent.  Each Agent shall take such action with respect to such Inchoate Default or Event of Default as is provided in Article 10 of this Financing Agreement.

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(b)Unless and until an Agent shall have received instructions from the Lenders or the other Agent, as may be applicable, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Inchoate Default or Event of Default as it shall deem advisable in the best interests of the Lenders (in case of Administrative Agent) or Secured Parties (in case of Security Agent).

12.6Indemnification.

Without limiting the Obligations of Borrower hereunder, each Lender agrees to indemnify Administrative Agent and Security Agent, ratably in accordance with the proportion that (i) the aggregate Commitments and/or Loans of such Lender bears to (ii) the aggregate of all Commitments and/or Loans, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against Security Agent or Administrative Agent in any way relating to or arising out of this Financing Agreement any other Financing Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no Lender shall be liable for any of the foregoing to the extent they arise from Security Agent’s or Administrative Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.  Each of Administrative Agent and Security Agent shall be fully justified in refusing to take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  Without limitation of the foregoing, each Lender agrees to reimburse Administrative Agent and Security Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by Security Agent or Administrative Agent in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Operative Documents, to the extent that Security Agent or Administrative Agent are not reimbursed promptly for such expenses by Borrower.

12.7Successor Agents.

Each Agent acknowledges that its current intention is to remain Agent hereunder.  Nevertheless, any Agent may resign at any time by giving fifteen (15) days’ written notice thereof to the Lenders and Borrower, such resignation to be effective only upon the acceptance of the appointment of a successor Agent by the Lenders, in case of a successor Administrative Agent or Security Agent.  Furthermore, with the consent of Borrower (such consent not to be unreasonably withheld) any Agent may assign its duties and rights as Agent to any of its Affiliates satisfying the requirements set forth below upon sixty (60) days prior written notice to the Lenders, the other Agents and Borrower.  Upon the occurrence of such assignment, all rights and obligations of such assigning Agent under the Financing Documents shall be transferred to such assignee, and the parties hereto shall execute in conjunction therewith assignment documentation and such other documentation as shall be necessary or desirable to preserve the transactions contemplated hereby and to preserve such Agent’s security interest in the Collateral, if any, all as shall be reasonably satisfactory to such assignee.  Any Agent may be removed

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involuntarily only for a material breach of its duties and obligations hereunder or under the other Financing Documents or for gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction in connection with the performance of its duties hereunder or under the other Financing Documents and then only upon the affirmative vote of the Majority Lenders (in each case, the “Required Applicable Lenders”) (excluding such Agent from such vote and such Agent’s Loans from the amounts used to determine the portion of the Loans necessary to constitute the Required Applicable Lenders).  Upon any such resignation or removal, the Required Applicable Lenders shall have the right to appoint a successor Agent with the consent of Borrower (unless an Event of Default shall have occurred and be continuing), which consent shall not be unreasonably withheld.  If no successor Agent shall have been so appointed by the Required Applicable Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation or the Lenders’ removal of the retiring Agent, the retiring Agent may, on behalf of the Lenders, with the consent of Borrower (such consent not to be unreasonably withheld) appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a financial institution having a combined capital and surplus of at least $500,000,000.  Upon the acceptance of any appointment as Agent under the Operative Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent only under the Financing Documents.  After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Financing Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Operative Documents.

12.8Authorization.

(a)Administrative Agent is hereby authorized by the Lenders to execute, deliver and perform each of the Financing Documents to which Administrative Agent is or is intended to be a party and each Lender agrees to be bound by all of the agreements of Administrative Agent contained in the Financing Documents.

(b)Security Agent is hereby authorized by the Secured Parties to execute, deliver and perform each of the Financing Documents to which such Agent is or is intended to be a party and each Secured Party agrees to be bound by all of the agreements of such Agent contained in the Financing Documents.

(c)Borrower irrevocably authorizes each Agent to disclose any information received in its capacity as Agent to the other Agents and Lenders.

12.9Other Rights and Powers of Agents.

(a)With respect to its Commitments, the Loans made by it, the Interest Rate Agreements issued by it and any Note issued to it, each of Administrative Agent and Security Agent shall have the same rights and powers under the Operative Documents as any other Lender; and each Agent may exercise the same as though it were not an Agent.  The term “Lender,” or “Lenders,” shall, unless otherwise expressly indicated, include each Agent in its individual capacity.  Each Agent

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and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with Borrower or any other Person, without any duty to account therefor to any of the Lenders, or the other Agent.

(b)Any information acquired by an Agent which, in its reasonable opinion, is acquired by it other than in its capacity as Agent will be treated as confidential by such Agent and will not be deemed to be information possessed by such Agent in its capacity as such.

(c)Administrative Agent shall be entitled to approve an amendment or modification to any Project Document to the extent it is necessary to correct any provision that is inconsistent with any other provision in such Project Document or to the extent such amendment or modification, in the reasonable determination of Administrative Agent, does not adversely affect the interests of any Lender.

12.10Security Agent to Hold in Trust.

Security Agent will hold all of its rights under or pursuant to the Collateral Documents and all sums received by it under this Financing Agreement and under the Collateral Documents (save for any sums received solely for its own account pursuant to such documents) in accordance with the terms of this Financing Agreement and the Collateral Documents in trust for each of the Secured Parties.

12.11Amendments and Decision Making.

Subject to the terms and conditions as set forth in this Financing Agreement, the Majority Lenders (or Administrative Agent with the consent in writing of the Majority Lenders) and Borrower may enter into any amendments, modifications or supplements to, or waivers of the terms of this Financing Agreement and the other Financing Documents; provided, that any amendments, modifications or supplements to, or waivers that would modify Section 2.2 or otherwise affect the Issuing Bank shall also require the consent of the Issuing Bank; provided, however, that no such amendment, modification or supplement shall, without the consent of all the Lenders and the Issuing Bank:

(a)Extend the maturity of any Loan or any of the Notes or reduce the principal amount thereof, or reduce the rate or change the time of payment of interest due on any Loan or any Note; or

(b)modify Sections2.1, 2.3, 2.4, 3.4, 3.5, 3.6, 3.7, 7.1, 7.24, and 8.6; or

(c)reduce the amount or extend the payment date for any amount due under Article 2; or

(d)increase the amount of the Commitments of any Lender under this Financing Agreement; or

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(e)reduce or change the time or amount of payment of any fee due or payable hereunder or under any Financing Document; or

(f)reduce the percentage specified in the definition of Majority Lenders; or

(g)permit Borrower to assign its rights under this Financing Agreement except as provided in Section 8.16; or

(h)amend this Section 12.11; or

(i)release any Collateral from the Lien of any of the Collateral Documents or release any guaranties under any of the Collateral Documents or allow release of any funds from any Collateral Account otherwise than in accordance with the terms hereof.

Notwithstanding anything to the contrary provided in this Section 12.11, any amendment, modification, supplement or waiver of any provision of Article 12 shall require the prior written consent of each Agent.

12.12Withholding Tax.

(a)Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax.  If the forms or other documentation required by Section 3.4(e) are not delivered to Administrative Agent, then Administrative Agent may withhold from any interest payment to any Lender not providing such forms or other documentation, an amount equivalent to the applicable withholding tax.

(b)If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that Administrative Agent or Borrower did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was inaccurate, was not properly executed, or because such Lender failed to notify Administrative Agent, Borrower or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason, other than gross negligence or willful misconduct of Administrative Agent or Borrower claiming indemnity hereunder) such Lender shall indemnify promptly Administrative Agent and/or Borrower (but in the case of Borrower, only to the extent that Borrower would not have been required to pay additional amounts or indemnify such Lender for such tax pursuant to Section 3.4), as applicable, fully for all amounts paid, directly or indirectly, by such Person as tax or otherwise, including penalties, additions to tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs, and any out of pocket expenses.

(c)If any Lender sells, assigns, grants participations in, or otherwise transfers its rights under this Financing Agreement, the participant shall comply and be bound

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by the terms of Sections 3.4(d), 3.4(e), 12.12(a) and 12.12(b) as though it were such Lender.

12.13Substitution of Lender.

Should any Lender (i) be a Defaulting Lender, (ii) otherwise fail to make a Loan, (iii) fail to provide the forms or other documentation required by Section 3.4(f) in violation of its obligations under this Financing Agreement, (iv) be unable to maintain or continue LIBO Rate Loans due to an event occurring under Section 3.6(a), (v) be unable to maintain or continue Loans due to an event occurring under Section 3.6(b), (vi) claim increased costs under Section 3.6(c) or Section 3.6(d), (vii) claim any right to payment under Section 3.4(d), or (viii) refuse to give timely consent to an amendment, modification or waiver of the Financing Documents that, pursuant to Section 12.11, requires consent of all of the Lenders and the consent of at least the Required Lenders has been obtained with respect thereto (in each case, a “Substitutable Lender”), Administrative Agent shall (a) in its sole and absolute discretion, fund the Loan on behalf of the Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and that shall be willing to assume the Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make, maintain or continue the Loan which the Substitutable Lender failed to make but without assuming any liability for damages for failing to have made, maintained or continued such Loan or any previously required Loan).  Subject to the provisions of the next following sentence, such Person shall be substituted for the Substitutable Lender hereunder upon execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent by such Person assuming the Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Substitutable Lender shall thereafter be payable to such Person.  Nothing in (and no action taken pursuant to) this Section 12.13 shall relieve the Substitutable Lender from any liability it might have to Borrower, to Administrative Agent or to the other Lenders as a result of its failure to make, maintain or continue such Loan.

12.14Participations.

Nothing herein provided shall prevent any Lender from selling a participation in its Loans; provided that (a) no such sale of a participation shall (i) alter such Lender’s obligations hereunder, or (ii) cause an increase in any expense or cost to Borrower including pursuant to Section 3.4 or otherwise under this Financing Agreement, and (b) any agreement pursuant to which any Lender may grant a participation in its rights with respect to its Loans shall provide that, with respect to such Loans, such Lender shall retain the sole right and responsibility to exercise the rights of such Lender, and enforce the obligations of Borrower relating to such Loans, including the right to approve any amendment, modification or waiver of any provision of this Financing Agreement or any other Financing Document and the right to take action to have the Obligations (and the Notes) declared due and payable pursuant to Article 10.  Each Lender that sells a participation in its Commitments or Loans shall provide notice of such sale to Borrower no later than ten (10) Business Days after the date of any such sale.  No recipient of a participation in any Loans of any Lender shall have any rights under this Financing Agreement or shall be entitled to any reimbursement for Taxes, Other Taxes, increased cost or reserve

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requirements under Section 3.4 or 3.6 or any other indemnity or payment rights against Borrower.

12.15Transfer of Loans; Commitments.

Notwithstanding anything else herein to the contrary, any Lender, after receiving the prior written consent of Administrative Agent and the Issuing Bank, such consent not to be unreasonably withheld or delayed, and, prior to the occurrence and continuation of an Event of Default, Borrower, such consent not to be unreasonably withheld or delayed, may from time to time, at its option, sell, assign, transfer, negotiate or otherwise dispose of all or a portion of its Loans and Commitments (including the Lender’s interest in this Financing Agreement and the other Financing Documents) to any bank, insurance company or other financial institution; provided, however, that (i) no Lender (including any assignee of any Lender) may assign any portion of its Loans and Commitments to a new lender if, at the time of transfer, such assignment would result, if the circumstances (including Governmental Rules) at the time of such transfer were unchanged or if the change in such circumstances does not give rise to or increase the costs described in this sentence, in claims being made by such new lender, for costs pursuant to Section 3.4 or Section 3.6 hereof in excess of those which could be made by the assigning Lender were it not to make such assignment, unless such new lender waives its right to claim such costs or unless Borrower consents to such transfer and (ii) in no event shall the consent of the Borrower be required in respect of any such assignments, transfers or other dispositions described above from a Lender to an Affiliate of such Lender and such Lender confirms to Borrower in writing that no material increased costs under Section 3.4 or Section 3.6 could reasonably be expected to result from such transfer.  In the event of any such assignment, (a) the assigning Lender’s Proportionate Share of Loans and Commitments shall be reduced by the amount of the Proportionate Share of Loans and Commitments assigned to the new lender, (b) the parties to such assignment shall execute and deliver to Administrative Agent an assignment agreement in substantially the form of Exhibit N attached hereto, evidencing such sale, assignment, transfer or other disposition and evidencing the assumption by the new Lender of its Proportionate Share of Loans and Commitments; (c) Borrower shall (A) execute and deliver to such new lender a new Note in the form attached hereto as Exhibit B-1, in a principal amount equal to its Proportionate Share of the Loans being assigned, and (B) execute and exchange with the assigning Lender a replacement note for the Note then held by such Lender in an amount equal to the Proportionate Share of the Loans retained by the Lender, if any, and (d) the assigning Lender shall cancel and return any replaced Note to Borrower promptly after the effectiveness of such assignment.  Administrative Agent shall be paid an assignment fee of $3,000 by the assigning Lender for each assignment made pursuant to this Section 12.15, unless waived by Administrative Agent.  For greater certainty, it is the intention of the parties that transfer of a Note among Lenders pursuant to the terms and conditions of this Financing Agreement may be effected only by surrender and reissuance of such Note by Borrower or by issuance of a replacement Note by Borrower.  Thereafter, such new lender shall be deemed to be a Lender and shall have all of the rights and duties of the assigning Lender (except as otherwise provided in this Article 12), in accordance with its Proportionate Share of Loans and Commitments, under each of the Financing Documents.  For greater certainty, other than as set forth in Section 14.4, the costs of the foregoing shall not be for the account of Borrower.

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12.16Laws.

Notwithstanding the foregoing provisions of this Article 12, no sale, assignment, transfer, negotiation or other disposition of the interests of any Lender hereunder or under the other Financing Documents shall be allowed if it would require registration under the Securities Act of 1933, as amended, any other federal securities laws or regulations or the securities laws or regulations of any applicable jurisdiction.  Borrower shall, from time to time at the request and expense of the Lenders, execute and deliver to Administrative Agent, or to such party or parties as Administrative Agent may designate, any and all further instruments and take such further actions as may in the opinion of Administrative Agent be reasonably necessary or advisable to give full force and effect to such disposition.

12.17Assignability to Federal Reserve Bank.

Notwithstanding any other provision contained in this Financing Agreement or any other Financing Document to the contrary, any Lender may assign all or any portion of the Loans or Notes held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Federal Reserve Board and any Operating Circular issued by such Federal Reserve Bank; provided, however, that any payment in respect of such assigned Loans or Notes made by Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Financing Agreement shall satisfy Borrower’s obligations hereunder in respect to such assigned Loans or Notes to the extent of such payment.  No such assignment shall release the assigning Lender from its obligations hereunder and in no event shall such Federal Reserve Bank be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

12.18Response to Borrower Requests.

Each Agent and Lender shall endeavor to act as diligently as practicable in the review of documents, the making of determinations or the consideration of requests for consents, approvals, waivers or amendments required to be reviewed, made or considered by the Agents or Lenders, as the case may be, as contemplated by and in accordance with the provisions of this Financing Agreement and the other Operative Documents.  Borrower shall provide each Agent with reasonable advance written notice of the expected occurrence of any such requirements and, at the reasonable request of Borrower and to the extent required by this Financing Agreement, each Agent shall so advise the Lenders.  Borrower shall provide such documents and information to Administrative Agent as Administrative Agent or any Lender (through Administrative Agent) may reasonably consider necessary or advisable, and shall otherwise cooperate with the Agents and the Lenders to permit the Agents and the Lenders effectively to review such documents, make such determinations or consider such requests for consents, approvals, waivers or amendments.

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ARTICLE 13.

INDEPENDENT CONSULTANTS

13.1Removal and Fees.

Administrative Agent (with the consent of the Majority Lenders in their reasonable discretion), to the extent consistent with the terms of any letter agreement of Borrower with an Independent Consultant, may remove from time to time, any one or more of the Independent Consultants and appoint replacements reasonably acceptable to Borrower.  Notice of any replacement of Independent Consultant shall be given by Administrative Agent to Borrower, the other Agents, the Lenders and to the Independent Consultant being replaced.  All reasonable fees and expenses of the Independent Consultants (whether the original Independent Consultants or replacements) shall be paid by Borrower; provided, however, that unless an Event of Default shall have occurred and be continuing, Administrative Agent shall request that each such Independent Consultant provide Borrower with its proposed scope of work and proposed budget therefor, and Administrative Agent shall consult with Borrower with regard to the matters contained therein.

13.2Duties.

Each Independent Consultant shall be contractually obligated to Administrative Agent to carry out the activities required of it in this Financing Agreement and as otherwise requested by Administrative Agent and shall be responsible solely to Administrative Agent.  Borrower acknowledges that it will not have any cause of action or claim against any Independent Consultant resulting from any decision made or not made, any action taken or not taken or any advice given by such Independent Consultant in the due performance in good faith of its duties to Administrative Agent hereunder, except to the extent arising from such Independent Consultant’s gross negligence or willful misconduct.

13.3Independent Consultants’ Certificates.

Borrower shall provide such documents and information to the Independent Consultants as they may reasonably consider necessary in order for the Independent Consultants to deliver annually to Administrative Agent a certificate setting forth a full report on the status of the Project and such other information and certification as Administrative Agent may reasonably require from time to time.

13.4Certification of Dates.

Administrative Agent shall request that the Independent Consultants act diligently in the issuance of all certificates and reports required to be delivered by the Independent Consultants hereunder, if their issuance is appropriate.  Borrower shall provide the Independent Consultants with reasonable notice of the expected occurrence of any such dates or events that would require certificates of such Independent Consultants hereunder.

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ARTICLE 14.

MISCELLANEOUS

14.1Addresses.

Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to Administrative	BNP Paribas
Agent or Issuing Bank:	787 Seventh Avenue
	New York, NY  10019
	Attention:	Project Finance & Utilities
	Facsimile:	(212) 841-2146
If to Security Agent:	BNP Paribas
	787 Seventh Avenue
	New York, NY  10019
	Attention:	Project Finance & Utilities
	Facsimile:	(212) 841-2146
If to Borrower:	Stetson Holdings, LLC
	c/o First Wind Energy, LLC
	179 Lincoln Street, Suite 500
	Boston, MA 02111
	Attention:	Secretary
	Facsimile:	(617) 960-2889
If to any Lender:	To its address set forth for its Lending Office in Exhibit I.

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person; (b) if sent by a nationally recognized overnight delivery service; (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested; or (d) if sent by facsimile or other direct written electronic means with a confirmation of receipt.  Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by facsimile or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is transmitted if transmitted before 4:00 p.m., recipient’s time, and if transmitted after that time, on the next following Business Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender.  Any party shall have the right to change its address for notice hereunder to any other location by giving of thirty (30) days’ written notice to the other parties in the manner set forth hereinabove.

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Borrower agrees and acknowledges that the Agents, Issuing Bank and the Lenders may act upon any notice or other communication delivered to them by telecopy by or on behalf of Borrower in accordance with the instructions contained therein that are received by the Agents, Issuing Bank or the Lenders from persons purported to be, or which instructions appear to be authorized by Borrower.  Borrower further agrees to indemnify and hold the Agents, Issuing Bank and the Lenders harmless from any claims by virtue of their actions on the basis of instructions contained in any telecopied notice from Borrower as such instructions were understood by the Agents and the Lenders except for claims relating solely from the gross negligence or willful misconduct of the Agents, Issuing Bank or Lenders, as applicable, as determined by a final non-appealable judgment of a court of competent jurisdiction.  The Agents, Issuing Bank and Lenders shall not be liable for any errors in transmission or the illegibility of any telecopied documents delivered by or on behalf of Borrower.  In the event that Borrower sends the Agents, Issuing Bank and Lenders an executed original of a previously telecopied notice or other communication, the Agents, Issuing Bank or Lenders, as applicable, shall have no duty to compare it against such notice previously received by telecopy nor shall the Agents, Issuing Bank or Lenders have any responsibility should the contents of the original notice differ from the telecopied notice acted upon by the Agents, Issuing Bank or Lenders, as applicable.

14.2Additional Security; Right to-Set Off.

Any deposits or other sums at any time credited or due from Lenders and any Project Revenues, securities or other property of Borrower or any Project Company in the possession of any of the Agents may at all times be treated as collateral security for the payment of the Loans and the Notes and all other obligations of Borrower to the Lenders under this Financing Agreement and the other Financing Documents and Borrower’s and each Project Company’s interest in such deposits and other property have been pledged and assigned as collateral security to Security Agent pursuant to the Borrower Pledge and Security Agreement and each Guaranty and Security Agreement.  Regardless of the adequacy of any other collateral, any Lender (but only with the consent of Security Agent) may execute or realize on the Lenders’ security interest in any such deposits or other sums credited by or due from the Lenders to Borrower, and may apply any such deposits or other sums to or set them off against Borrower’s obligations to Lenders under the Notes and this Financing Agreement at any time after the occurrence and during the continuance of any Event of Default.

14.3Delay and Waiver.

No delay or omission to exercise any right, power or remedy accruing to the Agents, Issuing Bank or the Lenders upon the occurrence of any Event of Default or Inchoate Default or any breach or default of Borrower under this Financing Agreement or any other Financing Document shall impair any such right, power or remedy of the Agents, Issuing Bank or the Lenders, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single Event of Default, Inchoate Default or other breach or default be deemed a waiver of any other Event of Default, Inchoate Default or other breach or default theretofore or thereafter occurring.  Any waiver, indulgence, permit, consent or approval of any kind or character on the part of the Agents, Issuing Bank and/or the Lenders of any Event of Default, Inchoate Default or other breach or default under this Financing Agreement or any other

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Financing Document, or any waiver on the part of the Agents, Issuing Bank and/or the Lenders of any provision or condition of this Financing Agreement or any other Financing Document, must be in a writing expressly referencing this Financing Agreement and shall be effective only to the extent in such writing specifically set forth.  All remedies, either under this Financing Agreement or any other Financing Document or by law or otherwise afforded to the Agents, Issuing Bank and the Lenders, shall be cumulative and not alternative.

14.4Costs, Expenses and Attorneys’ Fees.

Subject to limitations set forth in the relevant letter agreements with Independent Consultants, Borrower shall pay to each Agent all of its reasonable costs and expenses in connection with the preparation, negotiation, closing and costs of administering this Financing Agreement and the documents contemplated hereby, including the reasonable fees, expenses and disbursements of Milbank, Tweed, Hadley & McCloy LLP and other attorneys retained by such Agent (subject to the prior consent of Borrower, not to be unreasonably withheld) in connection with the preparation of such documents and any amendments hereof or thereof, or the negotiation, closing or administration of this Financing Agreement, and the reasonable fees, expenses and disbursements of the Independent Consultants in connection with this Financing Agreement or the Loans or Commitments, and the reasonable travel and out-of-pocket costs incurred by such Persons.  Borrower will reimburse each Agent, Issuing Bank and the Lenders for all costs and expenses, including reasonable attorneys’ fees, expended or incurred by such Agent, Issuing Bank and/or any Lender in enforcing this Financing Agreement or the other Financing Documents or exercising any rights under any Consent in connection with an Event of Default or Inchoate Default, in actions for declaratory relief in any way related to this Financing Agreement, in collecting any sum which becomes due to such Agent, Issuing Bank and/or any Lender on the Notes or under the Financing Documents, or in connection with the participation by such Agent, Issuing Bank and any Lender in any legal proceedings under the Turbine Supply Agreement, provided, however, that Borrower shall not be responsible for the payment of any fees, costs, or other liabilities arising out of any dispute between or among Administrative Agent, Issuing Bank, the Lenders, any counterparty of Borrower under the Interest Rate Agreements, and their respective Affiliates to the extent, and only to the extent, that such dispute does not arise out of any alleged failure of Borrower or any Affiliated Participant to perform their respective obligations under the Financing Documents.

14.5Attorney-In-Fact.

For the purpose of allowing the Agents to exercise their rights and remedies provided in Article 10 (as may be applicable) following the occurrence and during the continuation of a Event of Default, Borrower hereby constitutes and appoints each Agent its true and lawful attorney-in-fact, with full power of substitution.

14.6Entire Agreement; Amendments.

This Financing Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof.  In the event of any conflict between the terms, conditions and provisions of this

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Financing Agreement and any such agreement, document or instrument, the terms, conditions and provisions of this Financing Agreement shall prevail.  This Financing Agreement may only be amended or modified by an instrument in writing signed by Borrower and the Agents (acting on behalf of or with the consent of the Lenders and the Issuing Bank, in each case, as required herein or in other Financing Documents) in accordance with the terms of this Financing Agreement.

14.7Governing Law.

THIS FINANCING AGREEMENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

14.8Severability.

In case any one or more of the provisions contained in this Financing Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

14.9Headings.

Paragraph headings and a table of contents have been inserted in this Financing Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Financing Agreement and shall not be used in the interpretation of any provision of this Financing Agreement.

14.10Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP and practices consistent with those applied in the preparation of the financial statements of Borrower, each Project Company and Major Project Participants, to the extent required herein, submitted by Borrower to Administrative Agent, and (unless otherwise indicated) all financial data of Borrower, each Project Company  and Major Project Participants, to the extent required herein, submitted pursuant to this Financing Agreement shall be prepared in accordance with such principles and practices.

14.11Additional Financing.

The parties hereto acknowledge that the Lenders have made no agreement or commitment to provide any financing except as set forth herein.

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14.12No Partnership, Etc.

The Agents, Issuing Bank, the Lenders and Borrower intend that the relationship between them shall be solely that of creditor and debtor.  Nothing contained in this Financing Agreement, the Notes or in any of the other Financing Documents shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between or among the Agents, Issuing Bank, the Lenders and Borrower or any other Person.  None of the Agents, Issuing Bank or the Lenders shall be in any way responsible or liable for the debts, losses, obligations or duties of Borrower, any Project Company or any other Person with respect to the Project or otherwise.  All obligations to pay real property or other taxes, assessments, insurance premiums, and all other fees and charges arising from the ownership, operation or occupancy of the Project and to perform all obligations under agreements and contracts relating to the Project shall be the sole responsibility of Borrower and the Project Companies, as applicable.

14.13Mortgage Documents/Collateral Documents.

The Loans and the other Obligations are secured in part by the Mortgage Documents encumbering certain properties in Maine.  Reference is hereby made to the Mortgage Documents and the other Collateral Documents for the provisions, among others, relating to the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the Agents, Issuing Bank and the Lenders with respect to such security.

14.14Limitation on Liability.

NO CLAIM SHALL BE MADE BY ANY PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS FINANCING AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

14.15Waiver of Jury Trial.

THE AGENTS, THE ISSUING BANK, THE LENDERS AND BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS FINANCING AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY

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COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENTS, ISSUING BANK, THE LENDERS OR BORROWER.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENTS, ISSUING BANK AND THE LENDERS TO ENTER INTO THIS FINANCING AGREEMENT.

14.16Consent to Jurisdiction.

The Agents, the Issuing Bank, the Lenders and Borrower (on behalf of itself and on behalf of Sponsor, Member, each Project Company and each Affiliated Participant) agree that any legal action or proceeding by or against Borrower or with respect to or arising out of this Financing Agreement, the Notes or any other Financing Document may be brought in or removed to the courts of competent jurisdiction of the State of New York sitting in The City of New York in New York County and of the United States of America in and for the Southern District of New York, as Administrative Agent may elect.  By execution and delivery of this Financing Agreement, the Agents, the Lenders, Issuing Bank and Borrower (on behalf of itself and on behalf of Sponsor, Member, each Project Company and each Affiliated Participant) accept, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The Agents, the Lenders, the Issuing Bank and Borrower (on behalf of itself and on behalf of Sponsor, Member, each Project Company and each Affiliated Participant) irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified airmail, postage prepaid, to the Agents, Issuing Bank, the Lenders or Borrower (on behalf of itself and on behalf of Sponsor, Member, each Project Company and each Affiliated Participant), as the case may be, at their respective addresses for notices as specified herein and that such service shall be effective five (5) Business Days after such mailing.  Nothing herein shall affect the right to serve process in any other manner permitted by law or the right of the Agents, Issuing Bank or any Lender to bring legal action or proceedings in any other competent jurisdiction, including judicial or non-judicial foreclosure of the Mortgage Documents.  The Agents, the Issuing Bank, the Lenders and Borrower (on behalf of itself and on behalf of Sponsor, Member, each Project Company and each Affiliated Participant) hereby waive any right to stay or dismiss any action or proceeding under or in connection with any or all of the Project, this Financing Agreement or any other Financing Document brought before the foregoing courts on the basis of forum non-conveniens.

14.17Usury.

Nothing contained in this Financing Agreement or the Notes shall be deemed to require the payment of interest or other charges by Borrower or any other Person in excess of the amount which the holders of the Notes may lawfully charge under any applicable usury laws.  In the event that the holders of the Notes shall collect moneys which are deemed to constitute interest which would increase the effective interest rate to a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitute interest in excess of the legal rate shall, upon such determination, at the option of the holder of the Notes, be returned to Borrower or credited against the principal balance of the Notes then outstanding.

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14.18Successors and Assigns.

The provisions of this Financing Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.  Borrower may not assign or otherwise transfer any of its rights under this Financing Agreement without the prior written consent of Administrative Agent (with the consent of all Lenders and the Issuing Bank).

14.19Confidentiality.

The Agents, Issuing Bank and the Lenders agree to use best efforts to maintain the confidential nature of, and shall not use or disclose the financial information or other confidential information related to Borrower, the Project Companies or any of Borrower’s Affiliates without first obtaining Borrower’s prior written consent; provided that nothing in this Section 14.19 shall require any Agent, Issuing Bank or any Lender to obtain any consent of Borrower in connection with (and Borrower hereby authorizes the Agents, Issuing Bank and each Lender to freely disclose any financial information or confidential information with respect to Borrower, the Project Companies, the Project, any Project Document or any Financing Document without any consent of Borrower, to the extent otherwise required, in connection with) (a) exercising any of their respective rights under the Financing Documents, including those exercisable upon the occurrence of an Event of Default; (b) providing information about Borrower, the Project Companies, the Project, any Project Document or any Financing Document or the parties thereto to any other Lender or prospective Lender or any Person acquiring, or potentially acquiring, any interest of the Lenders under the Financing Agreement and any such Person’s directors, officers, employees, agents and consultants in connection with their credit evaluation of Borrower, the Project Companies or otherwise (if, in the case of any such Person potentially acquiring such an interest from any Lender, such Person agrees to be bound by the terms of a confidentiality agreement substantially similar to this Section 14.19); (c) any situation in which any Agent, Issuing Bank or any Lender (i) is required by law or required by any Governmental Authority or the National Association of Insurance Commissioners to disclose information or (ii) is requested by bank examiners to disclose information (provided that in each instance under clauses (i) and (ii) above such Person uses reasonable efforts to maintain confidentiality of the information disclosed); (d) providing information to legal counsel to any Agent, Issuing Bank or any Lender in connection with the transactions contemplated by any of the Financing Documents (if such Lender informs such counsel of the confidential nature of such information and requires that it be kept confidential except as permitted herein); (e) providing information to independent accountants, auditors or other expert consultants retained by any Agent, Issuing Bank or any Lender (if such Lender informs such auditors or consultants of the confidential nature of such information and requires that it be kept confidential except as permitted herein); (f) any information that is in or becomes part of the public domain otherwise than through a wrongful act of any Agent, Issuing Bank, any Lender or any employees or agents thereof or other Persons to whom confidential information is disclosed under subsections (b), (c), (d) or (e) above; (g) any information that is in the possession of any Agent, Issuing Bank or any Lender prior to receipt thereof from Borrower or any other Person known to any Agent, Issuing Bank or any Lender to be acting on behalf of Borrower; (h) any information that is independently developed by any Agent, Issuing Bank or any Lender; and (i) any information that is disclosed to any Agent, Issuing Bank or any Lender by a third

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party that is not known or reasonably suspected by such Agent, Issuing Bank or Lender to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Borrower, any Project Company or any of Borrower’s Affiliates, with respect to such information.

Notwithstanding anything to the contrary set forth in this Section 14.19, after notice to Borrower, any Agent, Issuing Bank or Lender shall be free to disclose any information regarding the tax structure of the transactions contemplated in this Financing Agreement to any relevant Governmental Authority requiring such information.

14.20Counterparts.

This Financing Agreement and any amendment, waivers, consents or supplements hereto or in connection herewith may be executed in one or more counterparts, each of which when executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

14.21Patriot Act Compliance.

Administrative Agent hereby notifies Borrower that, pursuant to the requirements of the Patriot Act, it and any Lender shall be required to obtain, verify and record information that identifies Borrower and each Project Company, which information includes, without limitation, the names and addresses and other information that will allow it or any Lender to identify Borrower and each Project Company in accordance with the requirements of the Patriot Act.  Borrower shall promptly deliver information described in the immediately preceding sentence when requested by Administrative Agent, Issuing Bank or any Lender in writing pursuant to the requirements of the Patriot Act.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Financing Agreement to be duly executed and delivered by their officers thereunto duly authorized as of the day and year first above written.

STETSON HOLDINGS, LLC
a Delaware limited liability company
By:	/s/ Evelyn Lim
Name:	Evelyn Lim
Title:	Secretary

BNP PARIBAS,
as Administrative Agent for the Lenders
By:	/s/ Andrew Platt
	Name: Andrew Platt
	Title: Managing Director
By:	/s/ Sean Finnegan
	Name: Sean Finnegan
	Title: Director

BNP PARIBAS,
as Security Agent
By:	/s/ Andrew Platt
	Name: Andrew Platt
	Title: Managing Director
By:	/s/ Sean Finnegan
	Name: Sean Finnegan
	Title: Director

BNP PARIBAS,
as Joint Lead Arranger, Joint Bookrunner and as a Lender
By:	/s/ Brian A. Goldstein
	Name: Brian A. Goldstein
	Title: Managing Director
By:	/s/ Sean Finnegan
	Name: Sean Finnegan
	Title: Director

HSH NORDBANK AG, NEW YORK BRANCH,
as Joint Lead Arranger, Joint Bookrunner and as a Lender
By:	/s/ Sylvia Chong
	Name: Sylvia Chong
	Title: Senior Vice President
By:	/s/ David Watson
	Name: David Watson
	Title: Vice President

BNP PARIBAS,
as Issuing Bank
By:	/s/ Andrew Platt
	Name: Andrew Platt
	Title: Managing Director
By:	/s/ Sean Finnegan
	Name: Sean Finnegan
	Title: Director

Exhibit 99.120

EXECUTION COPY

OMNIBUS AGREEMENT

OMNIBUS AGREEMENT (this “Agreement”) dated as of December 12, 2008, between and among FIRST WIND HOLDINGS, LLC (“Holdings”), FIRST WIND ACQUISITION, LLC (“FWA”), FIRST WIND ACQUISITION IV, LLC, (“FWA IV”), D. E. SHAW MWP ACQUISITION HOLDINGS, L. L. C. (“D. E. Shaw”), MADISON DEARBORN CAPITAL PARTNERS IV, L.P. (“Madison”), and HSH NORDBANK AG, NEW YORK BRANCH (“HSH”).

WHEREAS, that certain Loan Agreement was entered into as of October 17, 2007 by and between Holdings, as borrower, and HSH, as lender (together with any other lenders added from time to time), as arranger, collateral agent, administrative agent and as issuing bank (as amended, modified and supplemented from time to time, the “Holdings Loan Agreement”);

WHEREAS, FWA, as borrower, and HSH, as lender, administrative agent and collateral agent, entered into that certain Second Amended and Restated Secured Promissory Note, dated as of July 3, 2007 (as amended, modified and supplemented from time to time, the “FWA Note”);

WHEREAS, First Wind Acquisition III, LLC (“FWA III”), as borrower, and HSH, as lender and collateral agent, entered into that certain Amended and Restated Secured Promissory Note, dated as of December 21, 2006 (as amended, modified and supplemented from time to time, the “FWA III Note”);

WHEREAS, FWA IV, as borrower, and HSH, as lender, administrative agent and collateral agent, entered into that certain Secured Promissory Note, dated as of April 3, 2008 (as amended, modified and supplemented from time to time, the “FWA IV Note,” and together with the Holdings Loan Agreement and FWA Note, the “Financing Agreements”);

WHEREAS, the Sponsors (as defined below) have agreed to make equity contributions into Holdings, to make certain guarantee payments in respect of the Holdings Loan Agreement and to permit certain cross-collateralization among the Financing Agreements, subject to the terms and conditions set forth herein;

WHEREAS, in consideration for such equity contributions and guarantee payments by the Sponsors and cross-collateralization among the Financing Agreements, HSH has agreed to new extensions of credit and an extension of the Maturity Date in each of the Financing Agreements, in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions. Except as otherwise defined in this Agreement, capitalized terms defined in the Holdings Loan Agreement or in each Amended Document (as defined below) are used herein as defined therein.

“Amended Documents” means, collectively, the Financing Agreements, each Security Agreement, Guaranty Agreement, Pledge Agreement, Acknowledgement and Waiver Agreement, Pledge and Security Agreement, Guaranty and Pledge Agreement and any other document entered into on the date hereof or contemplated herein that effectuate the terms and conditions set forth in this Agreement.

“Default” means any event that with the passage or time or giving notice of would result in an Event of Default (as defined in the Holdings Loan Agreement).

“D. E. Shaw Credit Support Entities” means, collectively, D. E. Shaw CF-SP Series 1 MWP Acquisition, L.L.C., a Delaware limited liability company, D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C., a Delaware limited liability company, D. E. Shaw CF-SP Series 8-01, L.L.C., a Delaware limited liability company, D. E. Shaw CH-SP Series 8-01 (C), L.L.C., a Delaware limited liability company, D. E. Shaw CF-SP Series 10-07, L.L.C., a Delaware limited liability company, D. E. Shaw CH-SP Series 10-07 (C), L.L.C., a Delaware limited liability company, D. E. Shaw CF-SP Series 11-06, L.L.C., a Delaware limited liability company, D. E. Shaw CH-SP Series 11-06 (C), L.L.C., a Delaware limited liability company, D. E. Shaw CF-SP Series 13-04, L.L.C., a Delaware limited liability company, D. E. Shaw CH-SP Series 13-04 (C), L.L.C., a Delaware limited liability company, and D. E. Shaw Composite Fund, L.L.C., a Delaware limited liability company.

“Development Budget” shall mean the detailed budget for Holdings and its subsidiaries that includes, among other things, all sources and uses for the funds and expenditures necessary for the development of the Eligible Qualified Projects and other required or permitted expenditures for Holdings and its subsidiaries through December 31, 2010 (including all interest and fees pursuant to Section 3.01(f)), which is attached as Schedule 11 hereto, as may be amended pursuant to a proposal by Holdings and approval by the Administrative Agent under the Holdings Loan Agreement (which approval shall be in the Administrative Agent’s sole discretion).

“Earmarked Expenditures” shall mean the specific expenditures (each described as to specific amount, purpose and timing) identified in the Development Budget.

“Eligible Qualified Projects” means each of the projects identified on Schedule 8.

“Equity Funding Agreements” means, collectively, the Stage 1 Equity Funding and Guaranty Agreement and the Stage 2 Equity Funding and Guaranty Agreement.

“Existing Sponsor Guaranty” means that certain Guaranty, dated as of October 17, 2007, by and among the Sponsors and UPC WP II in favor of HSH, as amended by that certain Amendment No. 1 to Guaranty, dated as of January 23, 2008, that certain Amendment No. 2 to Guaranty, dated as of March 19, 2008, that certain Amendment No. 3 to Guaranty, dated as of May 19, 2008, and that certain Amendment No. 4 to Guaranty, dated as of November 6, 2008.

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“Fee Letters” means, collectively, the fee letter dated as of the date hereof between HSH and Holdings in respect of the Holdings Loan Agreement (as amended), the fee letter dated as of the date hereof between HSH and FWA in respect of the FWA Note (as amended), and the fee letter dated as of the date hereof between HSH and FWA IV in respect of the FWA IV Note (as amended).

“Guaranty Agreements” means each of the Guaranty Agreements listed on and individually defined in Schedule 2 hereto, in the form attached hereto as Exhibit B.

“Guaranty and Pledge Agreements” means each of the Guaranty and Pledge Agreements listed on and individually defined in Schedule 3 hereto, and in the form attached hereto as Exhibit C.

“Independent Appraiser” means DAI Management Consultants, Inc., or any other independent and nationally recognized appraiser that is mutually acceptable to Holdings and HSH.

“Insurance Consultant” means Moore McNeil, or any other independent and nationally recognized insurance consultant that is mutually acceptable to Holdings and HSH.

“Permitted Designee” shall have the meaning assigned to such term in Section 2.02 (e).

“Pledge Agreements” means each of the Pledge Agreements listed on and individually defined in Schedule 5 hereto, and in the form attached hereto as Exhibit E.

“Pledge and Security Agreements” means each of the Pledge and Security Agreements listed on and individually defined in Schedule 6 hereto, and in the form hereto as Exhibit F.

“Project Review” has the meaning assigned to such term in each of the FWA Note and FWA IV Note.

“Projects” means each of the projects identified on Schedule 8.

“Release Event” means the occurrence of all of the following: (i) the Stage 2 Effective Date, (ii) the closing of the limited or non-recourse project financing for the Milford Phase I Project in an aggregate principal amount not less than $325,000,000 or any sale, transfer, hypothecation, pledge or other disposal in respect of the Milford Phase I Project resulting in gross proceeds of $325,000,000 or more, and in either event, and the repayment in full of the corresponding turbine loans under the FWA Note and FWA IV Note, as applicable; (iii) any sale, transfer, hypothecation, pledge or other disposal in respect of either the Stetson I Project or the Cohocton Project, or the closing of tax equity and back-leveraged financing for either the Stetson I Project or the Cohocton Project, and in either event, and the repayment in full of the corresponding turbine loans under the FWA Note and FWA III Note, as applicable; and (iv) the closing of one or more equity or debt (junior to HSH, as applicable to the borrowing entity, in all

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respects) financings of the Borrower, FWA or FWA IV resulting in gross proceeds of $50,000,000 or more in the aggregate, excluding the contributions being made by the Sponsors described in this Agreement; provided, for clauses (ii) – (iv) above, that all net proceeds of such sale, project financing, or equity or junior debt financing are (x) received by the Borrower and (y) deposited into accounts of the Borrower or its subsidiaries, in each case subject to lien granted by the Security Agreements.

“Security Agreements” means (i) each of the Security Agreements listed on and individually defined in Schedule 7 hereto, and in the form attached hereto as Exhibit G, and (ii) any account control agreement for each of Holdings’ and its subsidiaries’ deposit and investment accounts in favor of the Collateral Agent under the Holdings Loan Agreement that is reasonably satisfactory to the Collateral Agent;

“Sponsors” means, collectively, D. E. Shaw and Madison.

“Sponsors’ Guaranty Agreement” means that certain Amended and Restated Guaranty, dated as of the date hereof, by and among the Sponsors and HSH, and as amended from time to time after the date hereof in accordance with its terms.

“Stage 1 Effective Date” means the date on which all of the conditions precedent set forth in Section 3 herein have been satisfied, which shall be the date of this Agreement.

“Stage 1 Equity Contributions” means the equity contributions by the Sponsors as set forth in Section 2.01.

“Stage 1 Equity Funding and Guaranty Agreement” means that certain Stage 1 Equity Funding and Guaranty Agreement, dated as of the date hereof, between the Sponsors and HSH, in respect of the equity contributions commitment provided by the Sponsors pursuant to Section 2.01 herein, in the form attached hereto as Exhibit H.

“Stage 2 Effective Date” means the date on which Holdings has received from the Sponsors the equity contributions set forth in Section 2.02 (a), provided there is no Event of Default that has occurred and is continuing as of such date.

“Stage 2 Equity Funding and Guaranty Agreement” means that certain Stage 2 Equity Funding and Guaranty Agreement, which may be entered into on or before the Stage 2 Effective Date, between the Sponsors and HSH, in respect of the equity contributions commitment provided by the Sponsors pursuant to Section 2.02 (a) herein.

“Subsequent Sponsor Payments” means the equity contributions and guarantee payments in respect of the Holdings Loan Agreement by the Sponsors as set forth in Section 2.02.

SECTION 2. Sponsors’ Equity Contributions. All equity contributions and payments in respect of guaranteed obligations required to be made by the Sponsors hereunder shall be made fifty percent (50%) by each Sponsor or its Permitted Designees in immediately

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available funds on a several and not joint basis in accordance with the Equity Funding Agreements, and are independent from all equity contributions made by the Sponsors prior to the date of this Agreement. For the avoidance of doubt, neither Sponsor shall have any obligation to contribute more than fifty percent (50%) of the aggregate amount of equity contributions and payments in respect of guaranteed obligations set forth in Sections 2.01 and 2.02 below. The Sponsors may receive membership interests in respect of Holdings in exchange for the equity contributions and payments in respect of guaranteed obligations made hereunder.

2.01. Stage 1 Equity Contributions.

(a)Pursuant to the Stage 1 Equity Funding and Guaranty Agreement, the Sponsors or their Permitted Designees shall make equity contributions into Holdings in an aggregate amount equal to $50,900,000, which funds shall be used by Holdings following the Stage 1 Effective Date strictly in accordance with Section 7(d) of the Holdings Loan Agreement.

(b)Pursuant to the Stage 1 Equity Funding and Guaranty Agreement, the Sponsors or their Permitted Designees shall make equity contributions into Holdings in an aggregate amount equal to $12,000,000, which funds shall be used by Holdings following the Stage 1 Effective Date strictly in accordance with Section 7(d) of the Holdings Loan Agreement.

(c)Pursuant to the Stage 1 Equity Funding and Guaranty Agreement, the Sponsors or their Permitted Designees shall make equity contributions into Holdings in an aggregate amount equal to $29,783,591 (being $60,000,000 less the amount necessary to be paid in satisfaction of Section 2.01(d)), which funds shall be used by Holdings following the Stage 1 Effective Date strictly in accordance with Section 7(d) of the Holdings Loan Agreement.

(d)On the Stage 1 Effective Date and in accordance with the Stage 1 Equity Funding and Guaranty Agreement, the Sponsors or their Permitted Designees will pay to HSH as agent under the FWA Note an aggregate amount equal to $30,216,409, which funds shall be applied upon receipt by HSH to repay amounts (including principal, interest and fees) on behalf of FWA in respect of the Revolving Loan under the FWA Note, and such funds shall be deemed a capital contribution by Holdings into FWA.

(e)On the Stage 1 Effective Date and in accordance with the Stage 1 Equity Funding and Guaranty Agreement, the Sponsors or their Permitted Designees will pay to HSH as agent under the Holdings Loan Agreement an aggregate amount equal to $140,000,000, which funds shall be applied for the repayment of principal on the Loans under the Holdings Loan Agreement.

(f)On the Stage 1 Effective Date, in accordance with the Stage 1 Equity Funding and Guaranty Agreement and before any additional borrowings of turbine supply loans under the FWA Note, the Sponsors or their Permitted Designees will make an equity contribution into Holdings in an aggregate amount equal to $12,252,431, which funds shall be deposited into an account of Holdings pledged to the Collateral Agent (as defined in the Holdings Loan Agreement) and used solely for the payment from time to time as and when due to GE of amounts due under the applicable turbine supply agreements.

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(g)Each party hereto acknowledges and agrees that effective upon the funding of equity contributions and payments in respect of guaranteed obligations by each Sponsor in the amounts required to be paid by such Sponsor on or before the Stage 1 Effective Date pursuant to the Stage 1 Equity Funding and Guaranty Agreement, and the receipt by HSH of all loan repayments set forth in Sections 2.01(d) and (e), (i) the obligations of the Sponsors (A) pursuant to that certain side letter agreement, dated June 30, 2006, delivered by the Sponsors and UPC Wind Partners II, LLC and accepted by HSH, Holdings and UPC Wind Acquisition, LLC, as amended by that certain Amendment to Members Letter, dated as of May 17, 2007 and as further amended from time to time, will be terminated in full without further action by any party thereunder, and (B) pursuant to the Existing Sponsor Guaranty shall be reduced by the payments contemplated by Sections 2.01(b) and 2.01(e), and receipt by HSH of the payment set forth in Section 2.01(e), and the Existing Sponsor Guaranty shall be amended and restated in its entirety on the Stage 1 Effective Date by the Sponsors’ Guaranty Agreement, and (ii) the sole remaining obligations of each Sponsor with respect to the Financing Agreements shall be any obligations of such Sponsor under (A) the Sponsors’ Guaranty Agreement executed and delivered by such Sponsor on the date hereof, (B) the Amended and Restated Pledge Agreement executed and delivered by such Sponsor on the date hereof, (C) the Stage 1 Equity Funding and Guaranty Agreement, (D) if executed and delivered by such Sponsor, the Stage 2 Equity Funding and Guaranty Agreement, and (E) any other agreement or instrument executed and delivered by such Sponsor on or after the Stage 1 Effective Date.

2.02. Subsequent Sponsor Payments.

(a)Subject to Section 2.02(b), on or before the Stage 2 Effective Date, the Sponsors or their Permitted Designees shall make equity contributions into Holdings in an aggregate amount equal to $114,000,000 in accordance with the Stage 2 Equity Funding and Guaranty Agreement (if executed and delivered by the Sponsors), which funds shall be used first to satisfy all top-up obligations, pursuant to Section 2.5(b)(i) of the FWA Note and Section 2 (i)(ii)(A) of the FWA IV Note, as applicable, and the remainder to make payments strictly in accordance with Section 7 (d) of the Holdings Loan Agreement.

(b)If the Stage 2 Equity Funding and Guaranty Agreement is not executed and delivered by the Sponsors by December 15, 2008, then on such date the Sponsors or their Permitted Designees will pay to HSH in immediately available funds in an aggregate amount equal to $74,000,000, which funds shall be used solely for the repayment of the Loans under the Holdings Loan Agreement. If the Stage 2 Equity Funding and Guaranty Agreement is executed and delivered by the Sponsors by December 15, 2008 in accordance with Section 2.02(a), the Sponsors will pay to HSH in immediately available funds in an aggregate amount equal to $74,000,000 not later than January 31, 2009, which funds shall be used solely for the repayment of the Loans under the Holdings Loan Agreement.

(c)The Sponsors shall, not later than January 31, 2009, pay to HSH in immediately available funds in an aggregate amount equal to the lesser of $26,000,000 and the aggregate outstanding amount of the Loans under the Holdings Loan Agreement, which funds shall be used solely for the repayment to HSH of the Loans under the Holdings Loan Agreement.

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(d)Upon the receipt by HSH from each Sponsor of the payments described in Sections 2.02(b) and 2.02(c) in repayment of the Loans (with an approximate principal amount of $100,000,000) under the Holdings Loan Agreement, the obligations of each Sponsor pursuant to the Sponsors’ Guaranty Agreement shall be fully satisfied.

(e)For purposes of this Agreement, a “Permitted Designee” shall mean a person or entity (i) about whom all relevant information is provided to HSH for purposes of its Know-Your Customer due diligence requirements, where applicable; (ii) that is not named in the OFAC SDN List (as defined in the Holdings Loan Agreement) or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List; or (iii) not engaged in pending litigation or arbitration proceedings against HSH; provided, that no such person or entity shall be a Permitted Designee if, (x) as a result of any issuance or transfer of equity to such person or entity in connection with the funding by a such person, a Change of Control shall occur, or (y) prior to funding by any such person or entity, the Sponsors seek any reduction or elimination of their respective obligations under the Equity Funding Agreements or the Guaranty Agreements (it being understood that, subject to such person or entity otherwise being a Permitted Designee, upon funding by such Permitted Designee of the obligations of a Sponsor pursuant to Section 2.02, the obligations of the Sponsor for whom such Permitted Designee funded shall be deemed satisfied).

(f)On the Stage 2 Effective Date, the obligations of each Sponsor under its Pledge Agreement (as amended and restated) shall terminate and HSH shall release all security interests granted thereunder.

(g)For the avoidance of doubt and notwithstanding anything to the contrary in this Section 2.02 or elsewhere in this Agreement (including Section 4), no Sponsor shall have any obligation to execute and deliver the Stage 2 Equity Funding and Guaranty Agreement. In addition, in the absence of an executed and delivered the Stage 2 Equity Funding and Guaranty Agreement, no Sponsor shall have any obligation to fund the equity contributions described in Section 2.02(a), whether on or prior to December 15, 2008, on or prior to January 31, 2009 or otherwise. By its execution and delivery hereof, HSH acknowledges and agrees that it shall not have any right, remedy or recourse (whether at law, in equity or otherwise) against a Sponsor for its failure to execute and deliver the Stage 2 Equity Funding and Guaranty Agreement or funding such Sponsor’s equity contribution contemplated thereby; provided, that if a Sponsor elects in its sole discretion to execute and deliver the Stage 2 Equity Funding and Guaranty Agreement, HSH shall have all such rights and remedies as are specified therein.

SECTION 3. Stage 1 Effective Date.

3.01. Conditions Precedent to the Stage 1 Effective Date. The occurrence of the Stage 1 Effective Date is subject to the satisfaction, or waiver by HSH as to the Obligors’ conditions, of the following conditions:

(a)Receipt by HSH of this Agreement duly authorized, executed and delivered by each party hereto;

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(b)Receipt by HSH of confirmation of the payment of and application of all funds required to be contributed by the Sponsors on or before the Stage 1 Effective Date pursuant to Section 2.01;

(c)Execution and delivery of all agreements and Amended Documents as may be necessary to effectuate the terms set forth in this Agreement, including but not limited to:

(1)Each agreement to be executed and delivered by each Obligor, in the form attached hereto as Exhibits A-K hereto, as applicable;

(2)Increase in the L/C Commitment under the Holdings Loan Agreement to $50,000,000, which L/C Commitment shall not be subject to a guaranty from the Sponsors;

(3)Termination of the $60,000,000 Revolving Commitment under the FWA Note (including termination of the $40,000,000 Letter of Credit facility), including the transfer of existing letters of credit under the Holdings Loan Agreement;

(4)Increase to reflect a $55,000,000 credit facility to FWA under an amended and restated FWA Note, which shall be used for specified wind turbine payments as set forth therein;

(5)Increase to reflect a $47,000,000 credit facility to FWA IV under an amended and restated FWA IV Note, which shall be used for specified wind turbine payments as set forth therein;

(6)Amendment to the relevant Amended Documents to add new cross-collateralization and cross-defaults for all obligations in respect of the Holdings Loan Agreement, FWA Note and FWA IV Note; provided, that upon the occurrence of the Release Event, (i) the FWA Note shall no longer be cross-collateralized with nor cross-default to the FWA IV Note, (ii) the FWA IV Note shall no longer be cross-collateralized with nor cross-default to the FWA Note, (iii) the Holdings Loan Agreement shall no longer be cross-collateralized with the FWA Note, and (iv) the FWH Guaranty of the FWA Note shall be released and the FWA Note shall no longer be cross-collateralized with nor cross-default to the Holdings Loan Agreement; provided, further, that upon a Default or Event of Default under the FWA Note or the FWA IV Note that is caused solely by the cross-default of the FWA Note or the FWA IV Note to the Holdings Loan Agreement, such cross default shall be deemed to have been cured: (A) upon the cure of the underlying Default or Event of Default under the Holdings Loan Agreement in accordance with the terms thereof, or (B) if the underlying Default or Event of Default is not cured, by the repayment in full of any outstanding Loans and other amounts due under the Holdings Loan Agreement, the termination of all unused commitments (including the LC Commitment) under the Holdings Loan Agreement, and the cash collateralization of the total LC Exposure thereunder; provided, further, that the cross-defaults in the Holdings Loan Agreement and, subject to the foregoing clause (iii), the

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full collateral package (including liens provided in the applicable Amended Documents) shall remain in place for so long as Holdings’ obligations in respect of its guaranty of the FWA IV Note remain in place and the increased L/C Commitment are not subject to a guaranty from the Sponsors.

(7)Amendment to the relevant Amended Documents to add new cross-defaults in the FWA Note and FWA IV Note, and to modify the cross-defaults in the Holdings Loan Agreement, in respect of all obligations under the FWA III Note, which cross-defaults shall be removed from the FWA Note and FWA IV Note upon the occurrence of the Release Event; provided, however, that a Default under the FWA III Note due to the non-extension of the maturity date shall not cross-default any of the Holdings Loan Agreement, FWA Note or FWA IV Note.

(8)Amendment to the relevant Amended Documents to provide for a final maturity date of January 30, 2009 under the Holdings Loan Agreement, FWA Note and FWA IV Note;

(9)Amendment to the relevant Amended Documents to provide for the cash collateralization under certain circumstances of all contingent reimbursement obligations in respect of Letters of Credit that are issued or to be issued under the Holdings Loan Agreement;

(10)Amendment to the relevant Amended Documents to prohibit the erection of any wind turbine in respect of any of the Projects, except as specifically provided in each of the FWA Note and FWA IV Note;

(11)Execution and delivery of the First Wind Holdings, LLC Warrant for the purchase of membership interests, in the form attached hereto as Exhibit J;

(12)Amendment to the relevant Amended Documents to include the agreed Projects that constitute Eligible Qualified Projects, and all rights and obligations associated therewith;

(13)Amendment to the relevant Amended Documents to include the requirement that the security interests in all pledged assets of the Stetson I Project, including, as applicable, mortgages for real property and consents to assignment from counterparties to all major project contracts, shall be perfected to the reasonable satisfaction of HSH, except for the mortgages and third-party consents listed on Schedule 9 hereto, which shall be obtained and, if applicable, recorded, after the Stage 1 Effective Date within the time periods set out on Schedule 9;

(14)Amendment to the relevant Amended Documents to reflect all agreed covenants in respect of the FWA Note and FWA IV Note;

9

(15)Amendment to the relevant Amended Documents to reflect all agreed conditions precedent in the FWA Note and FWA IV Note in respect of the Stage 1 Effective Date and covenants, including but not limited to:

(A)execution and delivery of all Amended Documents;

(B)delivery to and review by HSH of all applicable turbine supply agreements;

(C)the allocation of each financed wind turbine to a specified Eligible Qualified Project and allocation of the specified debt amount in respect of each such wind turbine (based on the financial model to be provided to determine such debt allocation);

(D)except to the extent otherwise provided on Schedule 9, creation and perfection of all security interests in, pledges of and liens over the collateral;

(E)delivery of all required officer’s certificates, formation and governance documents, resolutions and good standing certificates;

(F)delivery of usual and customary legal opinions to the reasonable satisfaction of HSH and its counsel;

(G)a covenant requiring procurement of all required insurance related to the wind turbines and delivery of an acceptable insurance report from the Insurance Consultant no later than December 31, 2008;

(H)a covenant requiring delivery by no later than December 31, 2008 of an acceptable wind turbine appraisal provided by the Independent Appraiser for all wind turbines financed under the respective turbine loan facility;

(I)all representations and warranties shall be true and correct in all material respects and no event of default or potential events of default shall have occurred and be continuing;

(J)establishment of Take-Out Dates (as defined in the FWA Note and FWA IV Note) for all wind turbines; and

(K)compliance with all applicable covenants;

(16)Amendment to the relevant Amended Documents to require that any wind turbines that have been physically transferred to the Stetson I Project or any previously unpledged Project in violation of any turbine loan facility covenant shall remain subject to a first priority lien in favor of HSH and each shall include a mortgage agreement (which shall be duly recorded) to cover the project site where any such wind turbines have been installed as fixtures;

(17)Satisfaction of other deliverables, including:

10

(A)delivery to HSH of an updated organizational chart reflecting the ownership of Holdings and all of its direct and indirect subsidiaries, and representation by Holdings that there is no gap in the respective chains of the pledged subsidiaries;

(B)receipt by HSH of a certificate signed by an authorized officer of the managing member of Holdings, FWA, FWA IV, D. E. Shaw, Madison and each Project Company attaching its organizational documents, good standing certificates (including certificates confirming its qualification to do business in the relevant jurisdictions), and incumbency certificate, each as in effect on the Stage 1 Effective Date, and resolutions regarding the authorization, execution and delivery of each Amended Document to which it is a party, in form and substance reasonably satisfactory to HSH;

(C)receipt by HSH of (i) a certificate signed by an authorized officer, managing member or equivalent of each Guarantor attaching an excerpt of all relevant provisions of the organizational documents for such Guarantor related to the authorization of the execution and delivery of the Guaranty by such Guarantor, (ii) a good standing certificate (or an equivalent thereof) in the relevant jurisdiction for such Guarantor, (iii) an incumbency certificate, if applicable, for such Guarantor, as in effect on the Stage 1 Effective Date, and (iv) resolutions, consents or letters by an authorized Person acting on behalf of such Guarantor authorizing the execution and delivery of the Guaranty by such Guarantor, in each case in form and substance reasonably satisfactory to HSH;

(D)receipt by HSH of the opinions of counsel to Holdings, FWA, FWA IV, the Sponsors, the D. E. Shaw Credit Support Entities, New York Wind, LLC, New York Wind II, LLC, New York Wind III, LLC and each of the Project Companies in such form and addressing such matters as HSH may reasonably request;

(E)each representation and warranty made in the Basic Documents and Amended Documents then in effect shall be true and correct in all material respects as of the Stage 1 Effective Date (unless such representation and warranty has been made as of an earlier date or will be made as of a later date);

(F)representation by Holdings that all of its pledged membership interests are uncertificated and that all of its outstanding membership interests have been pledged to HSH in accordance herewith;

(G)no Default or Event of Default under any Financing Agreements shall have occurred and be continuing as of and after giving effect to the Stage 1 Effective Date;

(H)determination by HSH, based on the information it has been provided, that, as of the Stage 1 Effective Date, it is satisfied with each

11

Guarantor’s financial condition and creditworthiness and the ability of such Guarantor to perform its obligations under the Guaranty;

(I)in order for HSH to comply with the requirements under Title III of the USA Patriot Act, each Obligor shall provide to HSH certain information or supporting documentation requested by HSH as of the Stage 1 Effective Date. HSH shall, as required by the USA Patriot Act, verify and record any such documentation provided by the Obligor to validate the Obligor’s identity. Documentation that may be requested from the Obligor may include, but is not limited to, a Federal Employer Identification Number (FEIN), a certificate of good standing to validate the Obligor’s corporate existence, a certificate of incumbency to authenticate the management of the Obligor, and other government issued certified documents to validate the Obligor’s authorization to conduct business;

(18)In respect of the Holdings Loan Agreement, including but not limited to:

(A)execution and delivery of the Funds Guaranty (in the form attached hereto as Exhibit K) by the D. E. Shaw Credit Support Entities, which shall provide to HSH a direct guaranty for all of D. E. Shaw’s obligations under its Guaranty Agreement;

(B)amendment to the Holdings Loan Agreement to reflect that (A) all L/C Disbursements under the Holdings Loan Agreement in an amount less than $5,000,000 shall be repaid within five (5) calendar days, (B) all L/C Disbursements under the Holdings Loan Agreement in an amount equal to $5,000,000 or more shall be repaid within fifteen (15) business days, and (C) upon the completed refinancing or sale of the Milford Phase I Project, the L/C Commitment under the Holdings Loan Agreement shall be reduced to $20,000,000;

(C)amendment to the Holdings Loan Agreement to reflect increased reporting requirements as specified therein;

(D)amendment to the Holdings Loan Agreement to limit additional Permitted Indebtedness (as defined in the Holdings Loan Agreement) by Holdings;

(E)amendment to the Holdings Loan Agreement to include a material adverse change clause;

(F)amendment to the Holdings Loan Agreement to reflect the prohibition of any distributions or dividends by Holdings, except as provided expressly therein;

(G)amendment to the Holdings Loan Agreement to provide that any Change of Control shall constitute an Event of Default until the later of (i) the

12

termination of the Commitments (including the LC Commitment), the expiry of all Letters of Credit, and the repayment in full of all Loans, LC Disbursements and other Obligations under the Holdings Loan Agreement and FWA IV Note, and (ii) the occurrence of the Release Event. “Change of Control” shall be defined to include any failure by either Sponsor or the Sponsors to hold both voting control and at least fifty percent (50%) of the economic interest in Holdings;

(H)amendment to the Holdings Loan Agreement to require that, prior to any proposed issuance or transfer of membership interests in Holdings, (i) Holdings shall disclose to HSH all relevant information with respect to any new holder of membership interests (irrespective of the amount of such transferred or issued interests; it being understood that any proposed holder of greater than ten percent (10%) of membership interests shall provide to HSH all information requested as part of HSH’s Know-Your Customer due diligence requirements); (ii) Holdings shall not issue, and any member shall not transfer, any membership interests to any person or entity named in the OFAC SDN List (as defined in the Holdings Loan Agreement) or any person or entity included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in the OFAC SDN List; (iii) Holdings shall not issue, and any member shall not transfer, any membership interests to any person or entity engaged in pending litigation or arbitration proceedings against HSH; (iv) no transfer or issuance of any membership interests in Holdings may result in a Change of Control; and (v) any issuance by Holdings or transfer by any Sponsor of membership interests shall not affect or reduce in any way the respective obligations of the Sponsors under the Equity Funding Agreements or the Guaranty Agreements without the prior written consent of HSH in its sole discretion.

(I)amendment to all applicable Amended Documents to reflect the pledge by Holdings of its membership interest in the direct or indirect subsidiaries of Holdings listed on Schedule 10 hereto (which schedule shall reflect all current and existing equity positions in such subsidiaries held by any Person other than HSH);

(J)amendment to the Holdings Loan Agreement to reflect the requirement that upon any Event of Default under the Holdings Loan Agreement, 100% of the contingent reimbursement obligations in respect of Letters of Credit that are issued or to be issued thereunder must be cash collateralized in a manner reasonably satisfactory to HSH;

(K)amendment to the Holdings Loan Agreement to reflect that Letters of Credit thereunder are available only in respect of Eligible Qualified Projects subject to any carveouts provided therein; it being understood that the

13

requirement shall not apply to any Letters of Credit previously existing under the Holdings Loan Agreement;

(L)execution and delivery of an account control agreement for Holding’s and its subsidiaries’ deposit and investment accounts, as specified therein (in such forms as are reasonably satisfactory to HSH) on the Stage 1 Effective Date, and a replacement account control agreement (in such form as is reasonably satisfactory to HSH) for each such account thereafter in accordance with Schedule 9;

(M)amendment to the Holdings Loan Agreement to provide a covenant in respect of expenditures by Holdings on Earmarked Expenditures and other expenditures, in accordance with the Development Budget;

(N)amendment to the Holdings Loan Agreement to provide the covenant that Holdings shall cause all net cash flow generated by the Cohocton Project prior to any sale or refinancing to be distributed up to Holdings, which funds (if any) shall be contributed by Holdings to FWA III and paid to HSH as agent for the Lenders under the FWA III Note, for application as a prepayment of the Loan under the FWA III Note;

(O)amendment to the Holdings Loan Agreement to require the receipt by HSH no later than December 31, 2008 of an appraisal from the Independent Appraiser for all wind turbines financed under each respective turbine loan facility demonstrating that the collateral available to each facility under the Financing Agreements is sufficient to cover HSH’s exposure in respect of outstanding loans and unused commitments for each facility in respect of FWA and FWA IV; and

(P)amendment to the Holdings Loan Agreement to require the receipt by HSH no later than December 31, 2008 of an independent engineer report in respect of the Stetson I Project and the Cohocton Project;

(19)In respect of the FWA Note, including but not limited to:

(A)amendment to the relevant Amended Documents to provide a guaranty by Holdings of all debt of FWA, including all principal, interest and fees, which guaranty shall be released upon the occurrence of the Release Event;

(B)amendment to the FWA Note to prohibit (A) any new turbine supply agreements in respect of FWA, and (B) redraws under the FWA Note prior to the Subsequent Sponsor Payments and corresponding contributions by Holdings into FWA to fund all required expenditures of FWA on the Stage 2 Effective Date, including, first, the satisfaction of all top-up obligations, as provided in Section 2.5(b)(i) of the FWA Note, and next, the Earmarked Expenditures;

14

(C)amendment to the relevant Amended Documents to require that all Excess Cash (as defined in the FWA Note) generated by the Stetson I Project and the Milford Phase I Project prior to any sale or refinancing of each project shall be used to repay the corresponding Loans under the FWA Note;

(D)amendment to the FWA Note to reflect that an increase in the Commitment in an amount equal to $55,000,000, which shall be available pursuant to the terms of the FWA Note; and

(E)amendment to the relevant Amended Documents to terminate the side letter agreement, dated as of June 30, 2006, among HSH, the Sponsors, FWA and Holdings, and all obligations of the Sponsors thereunder, in respect of the payment obligations under the FWA Note;

(20)In respect of the FWA IV Note, including but not limited to:

(A)amendment to the relevant Amended Documents to reflect the prohibition of (i) any new turbine supply agreements in respect of FWA IV, and (ii) redraws (not to exceed $25,000,000) under the FWA IV Note prior to the Subsequent Sponsor Payments and corresponding contributions by Holdings into FWA IV to fund all required expenditures of FWA IV on the Stage 2 Effective Date, including, first, the satisfaction of all top-up obligations, as provided in Section 2(i)(ii)(A) of the FWA IV Note, and next, pursuant to the Earmarked Expenditures provided as part of the Stage 2 Equity Funding and Guaranty Agreement; provided, that any allowed redraws shall only apply for: (i) top-up obligations, and (ii) the Sheffield Project (as defined on Schedule 8), in accordance with the applicable advance rates to be set forth in the FWA IV Note; and

(B)amendment to the relevant Amended Documents to require that all Excess Cash (as defined in the FWA IV Note) generated by the Milford Phase I Project prior to any sale or refinancing of such project shall be used to repay the corresponding Loans under the FWA IV Note;

(d)Confirmation satisfactory to HSH that all security interests granted under the Amended Documents as of such day have been duly perfected as required in each such instance, including but not limited to, the delivery to HSH of any notes or instruments evidencing any intercompany obligations;

(e)Receipt by HSH of a UCC search report with respect to Holdings, FWA, FWA IV, D. E. Shaw, Madison, the D. E. Shaw Credit Support Entities and any other subsidiary thereof or Project Company as of the Stage 1 Effective Date, or an earlier date satisfactory to HSH, for each of the jurisdictions in which the UCC-1 financing statements are intended to be filed in respect to the Collateral;

15

(f)Funding by the Sponsors of the equity contributions contemplated by Section 2.01 shall in the aggregate be sufficient to pay (i) all accrued and unpaid interest, fees and other charges accrued as of the date of such contribution in respect of the Holdings Loan Agreement, FWA Note and FWA IV Note, and (ii) all fees described in the Fee Letters, including the reimbursement of HSH’s costs, expenses and charges of itself and its counsel; and

(g)Satisfaction of all conditions set forth in the Holdings Loan Agreement, FWA Note and the FWA IV Note.

3.02. Stage 1 Modifications. Upon the occurrence of the Stage 1 Effective Date, the Amended Documents shall be amended pursuant to the terms and conditions set forth in the documents being executed concurrently herewith. From and after the Stage 1 Effective Date, notwithstanding anything in this Agreement to the contrary, each party agrees and acknowledges that: (a) the Amended Documents supersede this Agreement with respect to the subject matter contained therein, (b) this Agreement shall not be construed or interpreted to modify or govern the interpretation of the Amended Documents in any manner, and (c) in the event of any conflict between the terms of this Agreement and the terms of the Amended Documents, the Amended Documents shall control.

SECTION 4. Stage 2 Effective Date.

4.01. Condition Precedent to the Stage 2 Effective Date. The Stage 2 Effective Date shall occur upon the receipt by HSH of all guarantee payments in respect of the Holdings Loan Agreement and equity contributions pursuant to the Stage 2 Equity Funding and Guaranty Agreement by the Sponsors as set forth in Section 2.02 (assuming no Event of Default has occurred and is continuing as of such date), which in the case of equity contributions pursuant to the Stage 2 Equity Funding and Guaranty Agreement, the Sponsors and Holdings may condition upon: (a) delivery by HSH on or before January 15, 2009 of a commitment letter in customary form, providing the terms for project financing of reasonable duration, based on acceptable information received by HSH (and expressly conditioned on, among other things, receipt by HSH of the guarantee payments in respect of the Holdings Loan Agreement and equity contributions set forth in Section 2.02), to finance fifty percent (50%) of a project financing of the Cohocton Project as a mini-perm for a maximum of 2 years, not to exceed total project financing of $110,000,000, which project financing will be sized, priced and structured on commercially reasonable terms for a project financing generally available from commercial banks for wind projects in the United States at the time the commitment is delivered; and tax equity and production tax credit revenues will be excluded from the sizing and structuring unless it has been unconditionally committed by a counterparty with a rating no lower than A-/A3; and (b) delivery by HSH on or before January 15, 2009 of a commitment letter in customary form, providing the terms for project financing of reasonable duration, based on acceptable information received by HSH (and expressly conditioned on, among other things, receipt by HSH of the guarantee payments in respect of the Holdings Loan Agreement and equity contributions set forth in Section 2.02), to finance 100% of a backleveraged project financing of the Stetson I Project not to exceed $50,000,000, which project financing will be sized, priced and structured on commercially reasonable terms for a project financing generally available from commercial banks for wind projects in the United States at the time the commitment is delivered.

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4.02. Stage 2 Effective Date. Upon the occurrence of the Stage 2 Effective Date, the terms provided in the Amended Documents related to the Stage 2 Effective Date shall take effect as set forth therein. From and after the Stage 2 Effective Date, notwithstanding anything in this Agreement to the contrary, each party agrees and acknowledges that: (a) the Amended Documents will supersede this Agreement with respect to the subject matter contained therein, (b) this Agreement shall not be construed or interpreted to modify or govern the interpretation of the Amended Documents in any manner (except for any terms defined herein or expressly referenced hereto in any Amended Document), and (c) in the event of any conflict between the terms of this Agreement and the terms of the Amended Documents, the Amended Documents shall control.

4.03. Stage 2 Termination Date.

(a)Subject to Section 4.03(b) below, the parties acknowledge and agree that all terms and conditions in respect of the Stage 2 Effective Date set forth in this Section 4 shall terminate automatically upon the commencement, subsequent to the Stage 1 Effective Date but before the Stage 2 Effective Date, of any proceeding by any of Holdings, FWA, FWA III, FWA IV, D. E. Shaw, Madison or any of the D. E. Shaw Credit Support Entities under any applicable bankruptcy or reorganization law or the application by any such entity for arrangement, readjustment of debt, dissolution or liquidation.

(b)If Section 4 of this Agreement terminates pursuant to Section 4.03(a), the obligations and rights of all parties hereto in respect of this Section 4 shall be automatically reinstated, as if no such termination had occurred, if and to the extent that any such insolvency proceeding by any of Holdings, FWA, FWA III, FWA IV, D. E. Shaw, Madison or any of the D. E. Shaw Credit Support Entities under any applicable bankruptcy or reorganization law was commenced involuntarily and is invalidated or reversed by such party and such proceedings are dismissed within sixty (60) days of the involuntary commencement.

SECTION 5. Representations and Warranties. Each of Holdings, FWA, FWA IV, D. E. Shaw and Madison hereby represents and warrants, severally and not jointly, that this Agreement has been duly authorized, executed and delivered by it, and that this Agreement and each Amended Document to which it is a party constitutes a legal, valid and binding obligation, enforceable in accordance with its terms. Each of Holdings, FWA and FWA IV represents and warrants that as of the date hereof, (a) after giving effect to this Agreement and the Amended Documents, no Default or Event of Default under any Amended Document to which it is a party has occurred and is continuing, (b) all information provided by Holdings and its affiliates in connection with this Agreement, taken as a whole, is true, correct and complete in all material respects and does not omit any material facts, and (c) all representations and warranties provided by it in any of the Amended Documents to which it is a party, other than those expressly made as of a specific date, are true and correct in all material respects as if made on the date hereof.

SECTION 6. Disclosure of Defaults. As of the date of this Agreement, Holdings shall provide to HSH a list identifying all known Defaults existing in respect of the Holdings Loan Agreement, FWA Note or FWA IV Note as of such date. Upon review of such list, HSH agrees to advise Holdings in respect of any other Default known by HSH (without inquiry) to

17

exist as of such date in connection with such Financing Agreements. To the extent any Default so disclosed is waived by HSH, the Amended Documents shall contain the terms of (and conditions for) such waiver, and a remedial plan prepared by Holdings for approval of HSH.

SECTION 7. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

EACH OF HSH, HOLDINGS, FWA, FWA IV, D. E. SHAW AND MADISON HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. SERVICE OF PROCESS BY ANY OTHER PARTY IN ANY SUCH DISPUTE SHALL BE BINDING ON SUCH PARTY IF SENT TO THE PARTY BY REGISTERED OR CERTIFIED MAIL, AT THE ADDRESS SPECIFIED ON THE SIGNATURE PAGE OF THIS AGREEMENT. EACH SUCH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION.

EACH OF HOLDINGS, FWA, FWA IV, D. E. SHAW, MADISON AND HSH WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS AGREEMENT, ANY OTHER AMENDED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9. Agreement Binding; Integration. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto; it being understood, however, that after the Stage 1 Effective Date, (or, in the case of Sections 2.02 and 4, after the Stage 2 Effective Date) the Amended Documents shall exclusively govern with respect to the subject matter contained therein and this Agreement shall not be introduced or considered in any judicial or arbitral proceeding for purposes of interpreting or clarifying any provision of such Amended Documents (except for any terms defined herein and expressly referenced hereto in any Amended Document). Each Amended Document shall constitute the entire agreement between the parties in respect of the specific subject matter contained therein and shall supersede any and all prior oral or written understandings, including such corresponding provisions of this Agreement to the extent such provisions set forth the corresponding terms of such Amended Document.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year set forth above.

FIRST WIND HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ [ILLEGIBLE]
Name:
Title:
Address for Notices:
First Wind Holdings, LLC
c/o First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: President
Facsimile: (617) 964-3342
with a copy to:
First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: General Counsel
Facsimile: (617) 964-3342

FIRST WIND ACQUISITION, LLC,
a Delaware limited liability company
By:	/s/ [ILLEGIBLE]
Name:
Title:
Address for Notices:
First Wind Acquisition, LLC
c/o First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: President
Facsimile: (617) 964-3342
with a copy to:
First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: General Counsel
Facsimile: (617) 964-3342

FIRST WIND ACQUISITION IV, LLC,
a Delaware limited liability company
By:	/s/ [ILLEGIBLE]
Name:
Title:
Address for Notices:
First Wind Acquisition, LLC
c/o First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: President
Facsimile: (617) 964-3342
with a copy to:
First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA 02459
Attention: General Counsel
Facsimile: (617) 964-3342

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.
By:	D. E. SHAW & CO., L.L.C., as Manager
	By:	/s/ Bryan Martin
	Name:	Bryan Martin
	Title:	Authorized Signatory
Address for Notices:
c/o D. E. Shaw & Co., L.L.C.,
120 West Forty-Fifth Street
39th Floor, Tower 45
New York, New York 10036
Attention:     General Counsel
Telephone:   (212) 478-0000
Facsimile:    (212) 478-0100
with a copy to:
Debevoise & Plimpton, LLP
919 Third Avenue
New York, NY 10022
Attention:     Michael J. Gillespie
Telephone:   (212) 909-6463
Facsimile:    (212) 521-7463

MADISON DEARBORN CAPITAL PARTNERS IV, L.P., a Delaware limited partnership
By:	Madison Dearborn Partners IV, L.P., its General Partner
By:		Madison Dearborn Partners, LLC, its General Partner
By:		/s/ Patrick C. Eilers
Name:		Patrick C. Eilers
Title:		Managing Director
Address for Notices:
c/o Madison Dearborn Partners, LLC
Three First National Plaza, Suite 4600
Chicago, IL 60602
Attention:       General Counsel
Telephone:     (312) 895 1000
Facsimile:       (312) 895 1143

HSH NORDBANK AG, NEW YORK BRANCH
By:	/s/  Michael Pepe
Name:	Michael Pepe
Title:	Senior Vice President
By:	/s/  David Watson
Name:	David Watson
Title:	Vice President
HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:        Energy - Portfolio Management
Telephone:      (212) 407-6147 - Brian Caldwell
Facsimile:       (212) 407-6807
with a copy to:
HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:        General Counsel
Telephone:      (212) 407-6142
Facsimile:       (212) 407-6811

Execution Version

EXHIBIT A

to Financing Agreement

DEFINITIONS AND RULES OF INTERPRETATION

(Attached)

A-1

EXHIBIT A
to Financing Agreement

DEFINITIONS

“Account Control Agreement” means that certain Account Control Agreement among Borrower, Administrative Agent, Security Agent and Securities Intermediary, in substantially the form of Exhibit E-4 to the Financing Agreement.

“Additional Project Documents” means, collectively, any contract or agreement entered into by Borrower in respect of any Project subsequent to the Closing Date that either (a) replaces or is entered into in substitution of an existing Material Project Document; or (b) obligates Borrower to make payments in an aggregate amount exceeding $250,000 over its term except with respect to contracts or agreements for the purchase of materials, equipment or Parts that are included in the Base Case Project Projections.

“Adjustment Date” has the meaning given in Section 7.27 of the Financing Agreement.

“Administrative Agent” means BNP Paribas, in its capacity as Administrative Agent for the Lenders under the Financing Agreement, or any successor in such capacity appointed from time to time in accordance with the Financing Agreement.

“Administrative Agent Account” means the account of Administrative Agent at such office or bank as it may notify from time to time to the Lenders, the other Agents and Borrower.

“Affiliate” means (a) with respect to any Person that is not directly or indirectly controlled by the Sponsor, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified, or who holds or beneficially owns ten percent (10%) or more of the equity interest in the Person specified or ten percent (10%) or more of any class of voting securities of the Person specified.

A-2

“Affiliated Indemnitees” has the meaning given in Section 7.23(a)(i) of the Financing Agreement.

“Affiliated Participant” means the Borrower, Member, any Project Company, and Sponsor for so long as such Person has any obligation under any Collateral Document to which it is a party and any Major Project Participant that is an Affiliate of Borrower, Sponsor, any Project Company or Member for so long as such Person has any obligation under a Material Project Document to which it is a party.

“Agency Fee Side Agreement” means that certain Fee Letter, dated as of the Closing Date, by and between the Administrative Agent and the Borrower.

“Agents” means Administrative Agent and Security Agent.

“AIMCO Prepayment” means an optional prepayment of the Term Loans as contemplated pursuant to Section 9.17 of that certain Credit Agreement, dated as of July 17, 2009 (as amended from time to time), by and among Wells Fargo, N.A., as collateral agent and administrative agent, the lender party thereto, CSSW, LLC a Delaware limited liability company, and CSSW Holdings, LLC, a Delaware limited liability company.

“Amortization Schedule” means the amortization schedule set forth as Exhibit K to the Financing Agreement.

“Annual Operating Plan” means the Annual Operating Plan that shall contain a reasonably detailed narrative description of (a) the categories of revenues and costs set forth in the Base Case Project Projections; (b) maintenance and repair activities expected or planned for the upcoming 12-month period; (c) the planned purchases of Parts, (d) the marketing plan of the Borrower detailing, among other things, the strategy for power sales, power scheduling, renewable energy credit sales and ICAP sales, and (e) any event or condition forecasted for the

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relevant upcoming 12-month period that is likely to require the incurrence of major maintenance expense items in an amount that is at least 20% higher than the corresponding amount set forth with respect to such category in the Base Case Project Projections for such year.

“Anti-Money Laundering Laws” means any laws or regulations relating to money laundering or terrorist financing, including, without limitation, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act); Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103; and any similar laws or regulations currently in force or hereafter enacted.

“Applicable Base Rate Margin” means, with respect to any Base Rate Loans, (i) 2.25% per annum during the period commencing on the Closing Date and ending on the third anniversary thereof, and (ii) 2.50% per annum thereafter until the Maturity Date.

“Applicable Margin” means, with respect to any LIBO Rate Loans, (i) 3.25% per annum during the period commencing on the Closing Date and ending on the third anniversary thereof, and (ii) 3.50% per annum thereafter until the Maturity Date.

“Applicable Permit” means, at any given time, any Permit, including any zoning, environmental protection, pollution, sanitation, FERC, the Maine Public Utilities Commission, safety, siting or building, importation of technology, or equipment and materials Permit (a) that is necessary as of and after the Closing Date, in light of the stage of construction or operation of any Project, to test, construct, operate, maintain, repair, own or use such Project as contemplated

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pursuant to applicable Legal Requirements or as required by the Operative Documents, to generate or sell electricity therefrom, to enter into any Operative Document or to consummate any transaction contemplated thereby in each case materially in accordance with all applicable Legal Requirements; or (b) that is necessary at such time so that (i) none of the Agents, Issuing Bank, the Lenders, or any Affiliate of any of them may be deemed by any Governmental Authority to be subject to regulation under the FPA or PUHCA or under any state laws or regulations respecting the rates or the financial or organizational regulation of electric utilities as a result of the construction, testing or operation of any Project or the generation or sale of electricity therefrom, or (ii) none of Borrower nor any Affiliate of Borrower may be deemed by any Governmental Authority to be subject to, and not exempt from, compliance with PUHCA (other than Section 1265 thereof).

“Authorized Officer” means (a) with respect to any Person that is a corporation, the president, any vice president, the treasurer or the chief financial officer of such Person; (b) with respect to any Person that is a partnership, the general partner or a duly authorized officer of a general partners of such Person or such other authorized officer as appointed by the board of directors of such general partner; or (c) with respect to any Person that is a limited liability company, any member or manager, or to the extent duly authorized to so act pursuant to such Person’s governing documents, the president, any vice president, the treasurer or chief financial officer of such Person or, in the case of a limited liability company, of a member of such Person.  No Person shall be deemed to be an “Authorized Officer” unless designated as an individual duly authorized to act on behalf of such Person in a certificate of incumbency of such Person delivered to Administrative Agent.

“Available Bridge Loan Commitment” means (a) at any time prior to the Bridge

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Loan Maturity Date, the Total Bridge Loan Commitment at such time minus the aggregate outstanding amount of the Bridge Loans at such time, and (b) after the conditions set forth in clause (a) are satisfied, zero.

“Available Term Loan Commitment” means (a) at any time prior to the Term Loan Maturity Date, the Total Term Loan Commitment at such time minus the aggregate outstanding amount of the Term Loans at such time, and (b) after the conditions set forth in clause (a) are satisfied, zero.

“Availability Period” means the period commencing on the Closing Date and ending July 1, 2010.

“Available LC Commitment” means, with respect to any type of Letter of Credit (a) at any time and from time to time, the Total LC Commitment applicable to such type of Letter of Credit minus (b) the aggregate Stated Amounts applicable to such type of Letter of Credit.

“Bankruptcy Event” has the meaning given in Section 10.1(d) of the Financing Agreement.

“Bankruptcy Law” means Title 11, United States Code, and any other state or federal insolvency, reorganization, moratorium or similar law for the relief of debtors.

“Base Case Project Projections” means a good faith projection of reasonable operating results and forecasted cash flows for the Projects for the period from the Closing Date to the twentieth anniversary thereof.

“Base Rate” means, for any day, a rate per annum equal to the higher of (a) the Prime Rate in effect on such day as determined by the Administrative Agent, (b) the Federal Funds Effective Rate for such day plus 0.50% and (c) 3-month LIBO Rate on such day plus

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1.50%.  Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the 3-month LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the 3-month LIBO Rate, as the case may be.

“Base Rate Default Rate” means, with respect to any Base Rate Loans outstanding from time to time, the interest rate per annum equal to the Base Rate then in effect plus the Applicable Base Rate Margin plus 2.00% per annum.

“Base Rate Loans” means Loans that bear interest at a rate per annum determined by reference to the Base Rate.

“Benefited Lender” has the meaning given in Section 3.5(b) of the Financing Agreement.

“BOP Agreement” or “BOP Agreements” means, the Stetson I Reed Agreement, the Stetson II Reed Agreement, and/or Cianbro Agreement, as applicable.

“BOP Contractor” means as applicable, Reed & Reed, Inc., or Cianbro Corporation.

“Borrower” means Stetson Holdings, LLC, a Delaware limited liability company.

“Borrower Equity” means any equity contributed or required to be contributed to Borrower by Member or Sponsor.

“Borrower LLC Agreement” means Limited Liability Company Agreement of Stetson Holdings, LLC, dated as of May 27, 2008, as modified by that certain Membership Interest Transfer Agreement of Stetson Holdings, LLC, dated as of July 17, 2009, as further amended by that certain First Amendment to Limited Liability Company Agreement of Stetson Holdings, LLC, dated as of July 17, 2009, as modified by that certain Membership Interest

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Transfer Agreement of Stetson Holdings, LLC, dated as of the date of the Financing Agreement, and as further amended by that certain Second Amendment to Limited Liability Company Agreement, dated as of the date of the Financing Agreement.

“Borrower Pledge and Security Agreement” has the meaning given in Section 4.1(a)(ii) of the Financing Agreement.

“Borrowing” means a borrowing or advance of Loans or the issuance or extension of any Letter of Credit under the Financing Agreement except for any conversions or continuation of Loans.  For the avoidance of doubt, neither the conversions of Loans under Sections 3.4(c), 3.6(a) or 3.6(b) of the Financing Agreement, nor continuations of any Loan without any increase in the aggregate principal amount outstanding shall be deemed to be a Borrowing.

“Bridge Loan” and “Bridge Loans” have the meaning given in Section 2.1(a)(ii) of the Financing Agreement.

“Bridge Loan Commitment Fees” has the meaning given in Section 3.3(d)(ii) of the Financing Agreement.

“Bridge Loan Maturity Date” means the earliest to occur of (a) receipt by the Borrower or any Project Company of the Government Grant proceeds in respect of the Stetson II Project; (b) the date that is ninety (90) days or, at the sole discretion of the Administrative Agent, up to one hundred twenty (120) days after Commercial Operation; (c) the date on which the entire outstanding principal balance of the Bridge Loans, together with all unpaid interest, fees, charges and costs, become due and payable under the Financing Agreement; and (d) September 1, 2010.

“Business Day” means any day (a) other than a Saturday, Sunday or other day on

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which banks are authorized to be closed in New York, New York; and (b) which is also a day on which dealings in Dollar deposits are carried out in the London interbank market.

“Capital Adequacy Requirement” has the meaning given in Section 3.6(d) of the Financing Agreement.

“Change of Control” means an event or any series of events by which (i) Member ceases to own, directly or indirectly, at least 51% of the voting rights of the equity interests of Borrower or (ii) Member ceases to own legally and beneficially at least 51% of the membership or economic interests of the Borrower.

“Change of Law” has the meaning given in Section 3.6(b) of the Financing Agreement.

“Cianbro Agreement” means that certain Construction Agreement, dated as of August 18, 2008, by and between Evergreen Wind Power V, LLC and Cianbro Corporation, as Contractor, for the Stetson Mountain Substation.

“Citigroup REC Contract” means that certain Agreement for the Purchase and Sale of Renewable Energy Certificates and Credit Support Annex to the Agreement for the Purchase and Sale of Renewable Energy Certificates, each dated as of December 21, 2009, by and between Borrower and Citigroup Energy Inc.

“Claims” has the meaning given in Section 7.23(a)(i) of the Financing Agreement.

“Closing Date” means the date when each of the conditions precedent listed in Section 5.1 of the Financing Agreement has been satisfied or waived in writing by Administrative Agent and the Issuing Bank (with the consent of all the Lenders).

“Code” means the Internal Revenue Code of 1986, as amended, including any applicable Treasury Regulations.

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“Collateral” means all real and personal property which is subject or required to become subject to the security interests or Liens granted by Borrower (or other Persons, as applicable) under any of the Collateral Documents.

“Collateral Accounts” means the Revenue Account, Operating Account, the Debt Service Reserve Account, the O&M Reserve Account, the Loss Proceeds Account, the Disbursement Reserve Account and the Government Grant Proceeds Account.

“Collateral Documents” means the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, each Guaranty and Security Agreement, the Account Control Agreement, the Sponsor Indemnity, the Consents and any other security documents, financing statements and the like filed or recorded in connection with the foregoing.

“Commercial Operation Date” means, in respect of the Stetson II Project, the date on which each of the following has occurred:  (i) the Placed in Service Date, (ii) “Commercial Operation Date” under the PPA, and (iii) “Commercial Operation” under the Interconnection Agreement.

“Commitment” means, at any time with respect to each Lender, such Lender’s Proportionate Share of the Total Commitment at such time.

“Commitment Fees” means, collectively, the Term Loan Commitment Fees, Bridge Loan Commitment Fees and the LC Commitment Fees.

“Confirmation of Interest Period Selection” means a written confirmation, substantially in the form of Exhibit C-1 to the Financing Agreement, confirming Borrower’s telephone notice to the Administrative Agent of a selected Interest Period.

“Consents” means, collectively, the consents listed in Section 4.1(a)(vi) of the

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Financing Agreement by and among Borrower, Security Agent and the Persons identified in such section, in each case substantially in the forms of Exhibits F-1 through F-12 to the Financing Agreement.

“Construction Budget and Schedule” means, in respect of the Stetson II Project, the budget and schedule of anticipated costs to be incurred in connection with the construction and development of the Stetson II Project, in form and substance satisfactory to Administrative Agent.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code.

“Debt” of any Person at any date means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person under leases which are or should be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable, (e) all obligations of such Person to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities (or property), (f) all deferred obligations of such Person to reimburse any bank or other Person in respect of amounts paid or advanced under a letter of credit or other instrument, (g) all indebtedness of others secured by a Lien on any asset of such Person, whether or not such indebtedness is assumed by such Person, (h) all indebtedness of others guaranteed directly or indirectly by such Person or as to which such Person has an obligation substantially the economic equivalent of a

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guaranty and (i) obligations in respect of Interest Rate Agreements.

“Debt Service” means the obligations payable by Borrower for interest and principal on the Term Loans (other than the $3,000,000 to be prepaid as a Mandatory Prepayment pursuant to Section 3.2(c) of the Financing Agreement), interest only on the Bridge Loans, fees and expenses payable under the Financing Documents or other charges due in respect of Debt, and Reimbursement Obligations and any interest accrued thereon, as set forth in the Financing Documents.

“Debt Service Coverage Ratio” means the ratio, calculated by the Administrative Agent as of each Payment Date for the preceding twelve-month period, based on (a) (i) Project Revenues from the ownership or operation of the Projects, less (ii) O&M Costs, to (b) Debt Service; provided, that in respect of each applicable Payment Date that is less than twelve (12) months after the date of the Financing Agreement, the calculation shall be performed in respect of the time period from the date of the Financing Agreement to such Payment Date.

“Debt Service Reserve Account” has the meaning given in Section 6(d) of the Account Control Agreement.

“Debt Service Reserve LC” means the letter of credit to be issued pursuant to Section 2.2(a)(ii) of the Financing Agreement.

“Debt Service Reserve LC Loan” has the meaning given in Section 2.2(d)(iv) of the Financing Agreement.

“Debt Service Reserve Requirement” means $6,630,000.

“Debt Sizing Base Case” means a good faith projection of reasonable operating results and forecasted cash flows for the Projects for the period from the Closing Date to the twentieth anniversary thereof, which shall include, without limitation, (i) hedged energy

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revenues in respect of the Energy Hedge, (ii) energy and REC revenues based on the floor price set forth in the PPA, (iii) hedged REC sales in respect of the REC Contracts, (iv) capacity revenue (utilizing an assumption of a monthly capacity price of $1 per kilowatt after the completion of transmission system upgrades in June 2013), (v) merchant energy revenues, if applicable, (vi) cash collateral in the amount of $3,000,000 that will be placed on deposit in the Stetson I Holding Account, and (vii) any other forecasted cash receipts and expenditures of the Projects.

“Default Rate” means the Base Rate Default Rate or the LIBO Rate Default Rate, as the context may require.

“Defaulting Lender” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within one (1) Business Date of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under the Financing Agreement or under other agreements in which it commits to extend credit, (c) failed, within one (1) Business Day after request by the Administrative Agent, to confirm that it will comply with the terms of the Financing Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it under the Financing Agreement within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance

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of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Department of Treasury Rule” has the meaning assigned to such term in Section 6.40(a)(i) of the Financing Agreement.

“Disbursement Account” has the meaning given in Section 6(a) of the Account Control Agreement.

“Distribution Reserve Account” has the meaning given in Section 6(i) of the Account Control Agreement.

“Dollars” and “$” means United States dollars or such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts in the United States of America.

“Drawing” means a drawing on a Letter of Credit.

“Drawing Payment” means a payment by Issuing Bank of all or any part of the Stated Amount in conjunction with a Drawing under any Letter of Credit.

“Eminent Domain Proceeds” means all amounts and proceeds (including instruments) received in respect of any Event of Eminent Domain.

“Energy Hedge” means the ISDA Master Agreement, Schedule to Master Agreement, Credit Support Annex to the Schedule to the Master Agreement, Credit Support Annex (Elections and Variables) and Confirmation, each dated as of June 11, 2008 by and between Borrower and Energy Hedge Provider.

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“Energy Hedge Guarantor” means Constellation Energy Group, Inc.

“Energy Hedge LC” means one or more letters of credit to be issued pursuant to Section 2.2(a)(iii) of the Financing Agreement.

“Energy Hedge Lien” has the meaning given in Section 8.2 of the Financing Agreement.

“Energy Hedge Liquidity Reserve Requirement” means, at any time, the mark to market value with respect to the credit support required to be established by Borrower pursuant to the Energy Hedge, which mark to market calculation shall be performed monthly by the Borrower and reported to Administrative Agent.

“Energy Hedge Provider” means Constellation Energy Commodities Group, Inc.

“Energy Hedge Reserve Account” has the meaning given in Section 6(k) of the Account Control Agreement.

“Environmental Claim” means any and all obligations, liabilities, losses, administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments, warning notices, notices of noncompliance or violation, investigations, inquiries, requests for information, proceedings, removal or remedial actions or orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys’ or consultants’ fees, arising under or relating in any way to any Environmental Law or any Permit issued under any such Environmental Law (hereafter as used in this definition, “Claims”), including (a) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages arising under or pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery,

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compensation or injunctive relief resulting from or relating to Hazardous Substances or arising from alleged injury or threat of injury to health, safety or the environment.

“Environmental Consultant” means, with respect to the Stetson I Project, Ransom Environmental Consultants, Inc., or with respect to the Stetson II Project, Acadia Environmental Technology, or their respective successors appointed pursuant to Section 13.1 of the Financing Agreement.

“Environmental Law” means any and all federal, state and local statutes, Governmental Rules (including any Hazardous Substances Law), regulations, ordinances, judgments, consent decrees, settlements, orders, codes or injunctions and all common law, whenever enacted or in effect concerning pollution, protection of human health, safety or the environment or preservation or reclamation of natural and biological resources.

“Environmental Reports” means, with respect to the Stetson I Project, (i) the Phase I Environmental Site Assessment (ESA) Stetson Wind Project Township 8 Range 3 NBPP, Township 8 Range 4 NBPP, Carroll Plantation, Prentiss Township, Webster Plantation, Kingman Township, Towns of Mattawamkeag, Woodville & Chester, Maine, dated January 30, 2008, (ii) Phase I Environmental Site Assessment (ESA) Provencher Property Town of Chester, Penobscot County, Maine, dated September 24, 2007, (iii) Phase I Environmental Site Assessment (ESA) Deloge Property Town of Chester, Penobscot County, Maine, dated November 29, 2007, (iv) Phase I Environmental Site Assessment (ESA) State of Maine/Haynes Timberland Exchange Property Map 1, Lot 5, Webster Plantation and Map 8, Lot 1, Prentiss Township, Penobscot County, Maine, dated June 20, 2008, (v) Phase I Environmental Site Assessment (ESA) Ghost, Kazilionis & Coiro Properties (Plan 6, Lot 17.1, Plan 1, Lot 11-10 & Portion of Plan 1, Lots 11-8) Prentiss Township, Penobscot County, Maine, dated October 22,

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2007, and (vi) Phase I Environmental Site Assessment (ESA) Update Stetson Wind Project Township 8 Range 3 NBPP, Township 8 Range 4 NBPP, Carroll Plantation, Prentiss Township, Webster Plantation, Kingman Township, Towns of Mattawamkeag, Woodville & Chester, Maine, dated September 14, 2009, each prepared by Ransom Environmental Consultants, Inc., and with respect to the Stetson II Project, the Phase I Environmental Assessment Stetson II, T8 R4 NBPP, Washington County, Maine, dated May 13, 2009, prepared by Acadia Environmental Technology.

“Equipment Purchase Agreement” means that certain Equipment Purchase Agreement, dated as of April 29, 2009, by and between First Wind Construction, LLC, as Buyer, and Waukesha Electric, as Seller, and assigned to Stetson Wind II, LLC, pursuant to that certain Assignment and Assumption Agreement, dated as of December 22, 2009, by and between First Wind Construction, LLC and Stetson Wind II, LLC.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Plan” means any employee benefit plan (a) maintained by Borrower or any member of the Controlled Group, or to which any of them contributes or is obligated to contribute, for its employees and (b) covered by Title IV of ERISA or to which Section 412 of the Code applies.

“Estoppel Agreement” means the estoppels agreements executed by the Landowners with respect to the Real Property Agreements, in the form of Exhibit F-6 to the Financing Agreement and otherwise satisfactory in content to the Security Agent.

“Event of Default” and “Events of Default” have the meanings given in Section 10.1 of the Financing Agreement.

“Event of Eminent Domain” means any compulsory transfer or taking by

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condemnation, eminent domain or exercise of a similar power, or transfer under threat of such compulsory transfer or taking, of any part of the Collateral by any agency, department, authority, commission, board, instrumentality or political subdivision of the State of Maine, the United States or another Governmental Authority having jurisdiction.

“Evergreen Wind Power V LLC Agreement” means the First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power  V, LLC, dated as of April 2, 2007, as amended by that certain First Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of December 11, 2008, as modified by that certain Membership Interest Transfer Agreement of Evergreen Wind Power V, LLC, dated as of July 17, 2009, as further amended by that certain Second Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of July 17, 2009, and as further amended by that certain Third Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of the date of the Financing Agreement.

“Excess Cash” means, for any applicable time period, Project Revenues received, less paid O&M Costs, less paid Debt Service, less amounts required for deposit into the Reserve Accounts (pursuant to Section 6 of the Account Control Agreement), plus any amounts withdrawn from such Reserve Accounts.

“Exempt Wholesale Generator” or “EWG” means an “exempt wholesale generator,” as such term is defined in PUHCA and the FERC’s regulations thereunder.

“Existing Stetson I Facilities” means all obligations of Evergreen Wind Power V, LLC under that certain Financing Agreement, dated as of July 17, 2009, by and among Evergreen Wind Power V, LLC, as borrower, HSH Nordbank AG, New York Branch, as

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arranger, administrative agent, security agent and issuing bank, and the financial institutions party thereto as lenders, as amended from time to time.

“Expiration Date” means, with respect to any Letter of Credit, the date of expiration set forth therein.

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

“Fee Side Agreement” means, collectively, the Lender Fee Side Agreement and the Agency Fee Side Agreement.

“FERC” means the Federal Energy Regulatory Commission and its successors.

“Financing Agreement” means that certain Financing Agreement, dated as of December 22, 2009, by and among Borrower, Administrative Agent, Issuing Bank, Security Agent, the Joint Lead Arrangers and the Lenders.

“Financing Documents” means the Financing Agreement, the Notes, the Collateral Documents, the Fee Side Agreement, the Letters of Credit, the Interest Rate Agreements, and any other documents, agreements or instruments entered into in connection

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with any of the foregoing.

“Fixed Portion” means, at any time, the Term Loans that have been hedged pursuant to Interest Rate Agreements in accordance with Section 3.9 of the Financing Agreement.

“Floating Portion” means, at any time, the Term Loans that have been not hedged pursuant to Interest Rate Agreements.

“FPA” means the Federal Power Act, 16. U.S.C., Section 824 et seq.

“GAAP” means generally accepted accounting principles in the United States of America consistently applied.

“Gen Lead Account” has the meaning given in Section 6(j) of the Account Control Agreement.

“Gen Lead Company” means Evergreen Gen Lead, LLC, a wholly-owned indirect subsidiary of the Sponsor.

“GIS Administrator” has the meaning given in the New England Power Pool Generation Information System Operating Rules.

“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity, (including the Internal Revenue Service, Department of Energy, any zoning authority, FERC, the FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator, any of which has the authority to bind a party at law.

“Government Grant” means any cash grants received by Borrower from the

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United States government in respect of the Stetson II Project pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009.

“Government Grant Disallowance Event” means any reduction, disallowance or invalidation in any Government Grant received by Borrower or Stetson Wind II, LLC in respect of the Stetson II Project, for any reason, including, without limitation, any misstatements, misrepresentations or inaccuracies in the Government Grant application  filed in respect of the Stetson II Project.

“Government Grant Proceeds Account” has the meaning given in Section 6(g) of the Account Control Agreement.

“Governmental Rule” means any law, rule, regulation, ordinance, order, code interpretation, judgment, decree, directive, guideline, policy (only to the extent that such guideline or policy is mandatory in character) or similar form of decision of any Governmental Authority.

“Guaranty and Security Agreement” has the meaning given in Section 4.1(a)(iv) of the Financing Agreement.

“Hazardous Substances” means, collectively, (a) any petroleum or petroleum products, flammable materials, explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, and transformers or other equipment that contain polychlorinated byphenyls, (b) any chemicals or other materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import under any Environmental Law and (c) any other chemical or other material or substance, exposure to which is prohibited, limited or regulated or with

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respect to which liability or standards of conduct are imposed under any Environmental Law.

“Hazardous Substances Law” means any and all federal, state and local statutes, Governmental Rules, regulations, ordinances, judgments, consent decrees, settlements, orders, codes or injunctions that impose liability for or standards of conduct concerning the generation, manufacture, processing, emission, distribution, use, treatment, storage, release or threatened release, discharge, disposal, cleanup, transport, arrangement for disposal or handling of Hazardous Substances including, but not limited to, the Federal Water Pollution Control Act, as amended, the Resource Conservation and Recovery Act of 1976 (RCRA), as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as amended, the Toxic Substances Control Act (TSCA), as amended, and the Occupational Safety and Health Act of 1970 (OSHA), as amended, to the extent it relates to the handling of and exposure to Hazardous Substances.

“Hedge LC” means an Energy Hedge LC or a REC Contract LC, as the case may be.

“Hedge LC Loan” has the meaning given in Section 2.2(d)(v) of the Financing Agreement.

“Hedge LC Margin” has the meaning given in Section 7.3(q) of the Financing Agreement.

“Improvements” means all buildings, structures and improvements now located or later to be constructed on the Project Site or the Transmission Lien Real Property Interests.

“Inchoate Default” means any occurrence, circumstance or event, or any combination thereof, which, with the lapse of time, the giving of notice or both, would constitute an Event of Default.

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“Indemnitees” has the meaning given in Section 7.23(a) of the Financing Agreement.

“Independent Consultants” means, collectively, the Insurance Consultant, the Independent Engineer, the Wind Consultant, the Power Market Consultant and the Environmental Consultant, or their respective successors appointed pursuant to Section 13.1 of the Financing Agreement.

“Independent Engineer” means Garrad Hassan America, Inc., or its successor appointed pursuant to Section 13.1 of the Financing Agreement.

“Independent Engineer’s Closing Certificate and Report” has the meaning given in Section 5.1(p) of the Financing Agreement.

“Insurance Consultant” means Moore McNeil, LLC, or its successor appointed pursuant to Section 13.1 of the Financing Agreement.

“Insurance Proceeds” means all amounts and proceeds (including instruments) received by the Borrower or any Project Company or with respect to the Projects, in respect of any insurance policy maintained by Borrower, except for any proceeds from any business interruption insurance policies maintained by Borrower thereunder.

“Interconnection Agreement” means, with respect to the Stetson I Project, the Amended and Restated Standard Large Generator Interconnection Agreement effective as of October 1, 2009, by and among ISO, Transmission Owner, Evergreen Wind Power V, LLC and Gen Lead Company, and with respect to the Stetson II Project, the Standard Large Generator Interconnection Agreement effective as of October 1, 2009 by and among ISO, Transmission Owner, Stetson Wind II, LLC and Gen Lead Company.

“Interest Fix Fees” has the meaning given in Section 3.9(b) of the Financing

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Agreement.

“Interest Payment Date” has the meaning given in Section 2.1(b)(ii) of the Financing Agreement.

“Interest Period” has the meaning given in Section 2.1(c) of the Financing Agreement.

“Interest Rate Agreements” has the meaning given in Section 3.9(a) of the Financing Agreement.

“ISO” means the ISO New England, Inc.

“ISO Service Agreements” means (a) the Local Service Agreement between Bangor Hydro-Electric Company, ISO and Evergreen Wind Power V, LLC for long term Firm Local Point-to-Point Transmission Service, dated as of January 12, 2009, (b) the Local Service Agreement between Bangor Hydro-Electric Company, ISO and Evergreen Wind Power V, LLC for long term Firm Local Point-to-Point Transmission Service, dated as of December 8, 2008, (c) the Local Service Agreement between Bangor Hydro-Electric Company, ISO and Stetson Wind II, dated as of June 26, 2009 for long term Non-Firm Local Point-to-Point Transmission Service.

“Issuing Bank” means BNP Paribas, or any successor pursuant to Section 2.6(f) of the Financing Agreement.

“Joint Lead Arranger” or “Joint Lead Arrangers” means BNP Paribas and HSH Nordbank AG, New York Branch.

“Landowners” means the counterparties to the Project Companies under the Real Property Agreements.

“LC Commitment” means, at any time with respect to BNP Paribas and its

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participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, the Total LC Commitment.

“LC Commitment Fee” has the meaning given in Section 3.3(e)(i) of the Financing Agreement.

“LC Exposure” means, for any Letter of Credit, at any time, the sum of (a) the Stated Amount of such Letter of Credit issued and outstanding at such time, plus (b) the aggregate amount of all Reimbursement Obligations or LC Loans on any such Letter of Credit, if any.

“LC Fees” means, collectively, the LC Commitment Fees, LC Fronting Fee and the Letter of Credit Fees.

“LC Fronting Fee” has the meaning given in Section 3.3(e)(iii) of the Financing Agreement.

“LC Issuance Period” means the period commencing on the Closing Date and ending on the LC Loan Maturity Date.

“LC Loan” means each and any O&M Reserve LC Loan, Debt Service Reserve LC Loan, Hedge LC Loan and Working Capital LC Loan.

“LC Loan Maturity Date” means the earlier to occur of (a) five (5) Business Days prior to the date that is seven (7) years from the Closing Date; and (b) the date on which the entire outstanding principal balance of the LC Loans, together with all unpaid interest, fees, charges and costs, become due and payable under the Financing Agreement.

“Lease” means, collectively, the Stetson I Lease and the Stetson II Lease.

“Legal Requirements” means, as to any Person, the articles of incorporation, by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or

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regulation, including any Governmental Rule, any requirement under a Permit, and any determination of any Governmental Authority in each case applicable to or binding upon such Person or any of its properties or to which such Person or any of its property is subject.

“Lender” or “Lenders” means lenders from time to time party to the Financing Agreement as Lenders in respect of the Term Loans, Bridge Loans, LC Loans and Letters of Credit.

“Lender Fee Side Agreement” means that certain Fee Letter, dated as of the Closing Date, by and between the Administrative Agent, the Joint Lead Arrangers, the Lenders and the Borrower.

“Lending Office” means the office designated as such beneath the name of a Lender set forth on Exhibit I of the Financing Agreement or such other office of such Lender as such Lender may specify in writing from time to time to Administrative Agent and Borrower in accordance with the Financing Agreement.

“Letter of Credit Fee” has the meaning given in Section 3.3(e)(ii) of the Financing Agreement.

“Letters of Credit” means, collectively, the O&M Reserve LC, the Debt Service Reserve LC, each Hedge LC and each Working Capital LC.

“LIBO Rate” means, with respect to any LIBO Rate Loan for any Interest Period, the rate appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market at approximately 11:00 a.m.

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(London, England time) two (2) Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.

“LIBO Rate Default Rate” means, with respect to any LIBO Rate Loans outstanding from time to time, the interest rate per annum equal to the LIBO Rate then in effect plus the Applicable Margin plus 2.00% per annum.

“LIBO Rate Loans” means Term Loans that bear interest at a rate per annum determined by reference to the LIBO Rate.

“Lien” on any asset means any mortgage, deed of trust, lien, pledge, charge, security interest, restrictive covenant by Borrower, Member or any Project Company or easement or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or effective under applicable law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Liquidation Costs” has the meaning given in Section 3.7 of the Financing Agreement.

“LLC Agreements” means, collectively, the (a) Borrower LLC Agreement; (b) Evergreen Wind Power V LLC Agreement; (c) Stetson Wind II LLC Agreement; and (d) Member LLC Agreement.

“Loan” and “Loans” means the Term Loans and Bridge Loans.

“Loss Proceeds” means, collectively, the Eminent Domain Proceeds and the Insurance Proceeds.

“Loss Proceeds Account” has the meaning given in Section 6(f) of the Account Control Agreement.

“Major Project Participants” means (a) Borrower; (b) Member; (c) Sponsor;

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(d) each Project Company; (e) Operator; (f) BOP Contractor while any warranties remain under its applicable BOP Contract; (g) Energy Hedge Provider; (h) Energy Hedge Guarantor; (i) ISO; (j) Turbine Supplier while any warranties remain under a Turbine Supply Agreement, (k) Turbine Operator, (l) Transmission Owner, (m) the power purchaser under the PPA, (n) REC Contracts Counterparties, (o) First Wind Energy, LLC, (p) Waukesha Electric, and (q) each other Person to a Material Project Document (except for grantors under the Real Property Agreements), in each case, for so long as such Person has obligations under such Material Project Document, and subject to any other limitations set forth in this definition of Major Project Participant.

“Majority Lenders” means, subject to Section 2.6(c)(ii) of the Financing Agreement, the Lenders having outstanding Loans representing at least 66.67% of the aggregate amount of all outstanding Loans.

“Mandatory Prepayment” means a prepayment of Loans required of Borrower pursuant to Section 3.2(c) of the Financing Agreement.

“Material Adverse Effect” means any event or occurrence of whatever nature that could reasonably be expected to result in a material adverse change in (a) the status of the business, results of operations or condition (financial or otherwise) of Borrower, any Project Company or the Project that affects the ability of Borrower to meet its financial obligations under the Financing Agreement in a timely manner during the term of the Financing Agreement, taking into consideration the scheduled repayment of the Loans and payment of other Obligations under the Financing Documents; or (b) the ability of Borrower to perform its respective material obligations under the Operative Documents to which it is a party, or (c) with respect to the Financing Documents, the validity or priority of the Lenders’ security interests in,

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and Liens on, the Collateral and the continued effectiveness and enforceability of the Collateral Documents.

“Material Project Documents” means the Energy Hedge, the Interconnection Agreement, the ISO Service Agreements, the BOP Agreements, the Turbine Supply Agreement, the Turbine Service Agreement, the O&M Service Agreement, the PPA, the REC Contracts, the Real Property Agreements, the LLC Agreements, the Shared Facilities Agreement, the Equipment Purchase Agreement and the Project Administration Agreement, in each case unless and until any such Material Project Document expires on its scheduled termination date without being extended or is replaced with an Additional Project Document pursuant to the applicable provisions of the Financing Agreement, and in the case of the BOP Agreements and the Turbine Supply Agreement, upon the expiration of any warranty periods thereunder.

“Maturity Date” means, as applicable, the Bridge Loan Maturity Date, the LC Loan Maturity Date or the Term Loan Maturity Date.

“Member” means CSSW Stetson Holdings, LLC, a Delaware limited liability company, and any subsequent transferee pursuant to Section 8.17 of the Financing Agreement.

“Member LLC Agreement” means the Limited Liability Company Agreement of CSSW Stetson Holdings, LLC, a Delaware limited liability company, dated as of December 7, 2009.

“Member Pledge and Security Agreement” has the meaning given in Section 4.1(a)(iii) of the Financing Agreement.

“Minimum Debt Service Coverage Ratio” means a Debt Service Coverage Ratio of a minimum of 1.20 to 1.00.

“Monthly Transfer Date” means (a) December 31, 2009, (b) thereafter, the last

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Business Day of each succeeding calendar month, and (c) the Maturity Date.

“Moody’s” means Moody’s Investors Service, Inc., or, if such credit rating agency terminates its activities, any other credit rating agency acceptable to the Majority Lenders.

“Mortgage Documents” has the meaning given in Section 4.1(a)(i) of the Financing Agreement.

“Mortgaged Property” has the meaning given to the term “Mortgaged Property” in the granting clause of each Mortgage Document.

“MPUC” means the Maine Public Utilities Commission.

“Multiemployer Plan” means any ERISA Plan that is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which Borrower or any member of the Controlled Group is making, or has an obligation to make, contributions, or has made, or has been obligated to make, contributions since the date which is six (6) years immediately preceding the Closing Date.

“Non-Recourse Party” has the meaning given in Article 11 of the Financing Agreement.

“Note” and “Notes” have the meaning given in Section 2.1(f) of the Financing Agreement.

“Notice of Borrowing” has the meaning given in Section 2.5 of the Financing Agreement.

“Notice of Change of Law” has the meaning given in Section 3.6(b) of the Financing Agreement.

“Notice of Inability to Determine Rates” has the meaning given in Section 

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3.6(a) of the Financing Agreement.

“Notice of LC Activity” has the meaning given in Section 2.2(c) of the Financing Agreement.

“O&M Costs” means, for any period, all actual cash operating and maintenance costs incurred and paid by Borrower or any Project Company for such period, payments required under the Project Documents, including under the Turbine Service Agreement and the O&M Service Agreement for such period, costs for major maintenance for such period, local sales and real estate taxes for such period, income tax (if any) for such period, insurance premiums for such period, consumables, payments made in connection with the requirements of any Permits or Legal Requirements for such period, payments under any lease or any Real Property Agreement (including any royalty or similar payments), reasonable legal, accounting and consulting fees, costs and expenses paid by Borrower or any Project Company in connection with the management, maintenance or operation of the Projects in accordance with the Project Documents for such period whether performed by an Affiliate or the Member, fees paid in connection with obtaining, transferring, maintaining or amending any Applicable Permits and reasonable general and administrative expenses for such period, but exclusive, in all cases, of non-cash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature, and also exclusive of all debt service obligations of Borrower under the Financing Documents.

“O&M Reserve Account” has the meaning given in Section 6(e) of the Account Control Agreement.

“O&M Reserve LC” means the letter of credit to be issued pursuant to Section 2.2(a)(i) of the Financing Agreement.

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“O&M Reserve LC Loan” has the meaning given in Section 2.2(d)(iii) of the Financing Agreement.

“O&M Reserve Requirement” means $2,570,000.

“O&M Service Agreement” means, collectively, (a) that certain Project O&M Agreement, dated as of November 17, 2008, by and between Evergreen Wind Power V, LLC and First Wind O&M, LLC; and (b) that certain Project O&M Agreement, dated as of December 18, 2009, by and between Stetson Wind II, LLC and First Wind O&M, LLC.

“Obligations” means, with respect to Borrower or any Affiliated Participant (only to the extent of its obligations under any Financing Document to which it is a party), all Loans, Reimbursement Obligations and obligations of performance, howsoever arising (and whether arising or incurred before or after any Bankruptcy Event), owed by Borrower or any Affiliated Participant (only to the extent of its obligations under any Financing Document to which it is a party) to the Agents, Issuing Bank, Joint Lead Arrangers, the Lenders or Borrower’s counterparties under the Interest Rate Agreements (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Financing Agreement or any of the other Financing Documents, including all principal, interest, Liquidation Costs, Interest Fix Fees, fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable and other amounts payable by Borrower or any Affiliated Participant (only to the extent of its obligations under any Financing Document to which it is a party) under the Financing Agreement or any of the other Financing Documents.

“OFAC” means the United States Department of Treasury Office of Foreign Assets Control.

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“OFAC Laws” means any laws, regulations, and executive orders relating to the economic sanctions programs administered by OFAC, including without limitation, the International Emergency Economic Powers Act, 50 U.S.C. sections 1701 et seq.; the Trading with the Enemy Act, 50 App. U.S.C. sections 1 et seq.; and the Office of Foreign Assets Control, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq. (implementing the economic sanctions programs administered by OFAC).

“OFAC SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC.

“OFAC Violation” has the meaning assigned to such term in Section 7.16(e) of the Financing Agreement.

“Operating Account” has the meaning given in Section 6(b) of the Account Control Agreement.

“Operative Documents” means the Financing Documents and the Project Documents.

“Operator” means First Wind O&M, LLC, or such other Person as shall be approved by Administrative Agent (acting reasonably on instructions of the Majority Lenders) to operate the Project in accordance with Section 7.12(b) of the Financing Agreement.

“Optional Prepayment” means a prepayment of Loans at the option of Borrower pursuant to the Financing Agreement, including, without limitation, pursuant to Section 3.2(b) of the Financing Agreement.

“Other Taxes” has the meaning given in Section 3.4(d)(i) of the Financing Agreement.

“P50 Production Level” means the aggregate annual energy production level of the Projects that has a probability of excedence of 50% over a one-year and ten-year period of

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time, according to the Independent Engineer’s wind production forecasts delivered to Administrative Agent.

“P99 Production Level” means the aggregate annual energy production level of the Projects that has a probability of excedence of 99% over a one-year period of time, according to Independent Engineer’s wind production forecasts delivered to Administrative Agent.

“Parts” means any part, appliance, instrument, appurtenance, accessory or other personal property of any nature necessary or useful to the operation, maintenance, service or repair of any Project.

“Patriot Act” has the meaning assigned to such term in Section 6.40(a) of the Financing Agreement.

“Payment Date” means (a) December 31, 2009, (b) thereafter, the last Business Day of each succeeding six (6) month period, and (c) the Maturity Date.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permit” means any action, approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right, registration, filing, submission or license of, with or from a Governmental Authority.

“Permitted Debt” means (a) the Loans and the other Obligations; (b) trade or other similar indebtedness incurred in the ordinary course of business in accordance with the Base Case Project Projections; and (c) in addition to Debt expressly set forth in the Base Case Project Projections, up to $100,000 of Debt incurred in the ordinary course of business in a fiscal year or up to $250,000 of Debt in the aggregate outstanding at any time incurred in the ordinary course of business.

“Permitted Encumbrances” has the meaning given in Section 5.1(ee)(i) of the

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Financing Agreement.

“Permitted Investments” means investments in and agreements reflecting such investments or executed to effectuate the same:

obligations issued or guaranteed by the United States of America maturing or being due or payable in full not more than thirty (30) days after Borrower’s acquisition thereof;

certificates of deposit, bankers acceptances and other “money market instruments” issued by any Lender or a bank having capital and surplus in an aggregate amount of not less than $500,000,000 and having the following ratings: A or greater by S&P or A2 or greater by Moody’s, and, in each case, maturing or being due or payable in full not more than one thirty (30) days after Borrower’s acquisition thereof;

collateralized repurchase agreements entered into with any bank or trust company organized under the laws of the United States of America or any State thereof and having capital and surplus in an aggregate amount of not less than $100,000,000 relating to United States of America government obligations maturing or being due or payable in full not more than thirty (30) days after Borrower’s acquisition thereof;

(i) tax exempt short-term securities having at least the following ratings: A or greater by S&P or Prime or greater by Moody’s; and (ii) tax exempt long-term securities having at least the following ratings: A or greater by S&P or A2 or greater by Moody’s, in each case maturing or being due or payable in full not more than thirty (30) days after Borrower’s acquisition thereof;

money market funds for which the Securities Intermediary or any of its Affiliates is investment manager or advisor; or

any other investments approved by Security Agent (acting with the consent of the Majority Lenders).

“Permitted Liens” means (a) the Liens, rights and interests of the Agents and other Secured Parties as provided in the Operative Documents (including in the Collateral Documents); (b) Liens imposed by any Governmental Authority for any taxes applicable to Borrower, for which adequate reserves have been set aside therefor (as determined by the Security Agent) or are either secured by a bond or other security reasonably acceptable to

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Administrative Agent or not yet due or being contested in good faith and by appropriate proceedings, so long as (i) such proceedings shall not involve any substantial danger of the sale, forfeiture or loss of any Project, any material portion of the Project Site or any Real Property Parcel, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the use or disposition of the Projects, any material portion of the Project Site or any Real Property Parcel, or (ii) adequate reserves have been set aside therefor (as determined by the Security Agent) or such bond or other security acceptable to Administrative Agent in its sole discretion has been posted or provided in such manner and amount as to assure Administrative Agent that any taxes, assessments or other charges determined to be due will be promptly paid in full when such contest is determined; (c) materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like liens arising in the ordinary course of business or, prior to the Commercial Operation Date, in connection with the construction of the Stetson II Project, either for amounts not yet due or for amounts being contested in good faith and by appropriate proceedings so long as (i) such proceedings shall not involve any substantial danger of the sale, forfeiture or loss of any part of the Stetson II Project, any material portion of the Project Site or any Real Property Parcel, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the use or disposition of the Stetson II Project, any material portion of the Project Site or any Real Property Parcel, or (ii) adequate reserves have been set aside therefor (as determined by the Security Agent) or a bond or other security acceptable to Administrative Agent in its sole discretion has been posted or provided in such manner and amount as to assure Administrative Agent that any amounts determined to be due will be promptly paid in full when such contest is determined; (d) Permitted Encumbrances; (e) Liens incurred in the ordinary course of business in connection with worker’s compensation,

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unemployment insurance, social security and other Governmental Rules and that do not in the aggregate, materially impair the use or the value of any Project; (f) Liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which adequate reserves in accordance with GAAP, bonds or other security acceptable to Administrative Agent in its sole discretion have been provided or are fully covered by insurance; (g) minor defects, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of property or minor imperfections in title which do not impair the property affected thereby for the purpose for which title was acquired or materially interfere with the operation of any Project as contemplated by the Operative Documents; (h) mineral rights the use and enjoyment of which do not materially interfere with the use and enjoyment of any Project or any material portion of the Project Site; (i) Liens, deposits or pledges to secure mandatory statutory obligations or performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or for purposes of like general nature in the ordinary course of Borrower’s business; (j) Liens on assets, other than any real property assets, of Borrower related to any Project, which assets have a fair market value of less than $250,000 in the aggregate; (k) involuntary Liens (including a lien of an attachment, judgment or execution) securing a charge or obligation, on any of Borrower’s property, either real or personal, related to any Project, whether now or hereafter owned in the aggregate sum of less than $250,000; (l) subject to Section 8.4 of the Financing Agreement, a Lien granted to Security Agent with respect to the ownership interests of the Project Companies in the Gen Lead Company in connection with a Permitted Transmission Line Transfer; and (m) Energy Hedge Lien if created in connection with documents executed pursuant to Section 8.2 of the Financing

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Agreement..

“Permitted Transmission Line Transfer” has the meaning given in Section 8.4 of the Financing Agreement.

“Person” means any natural person, corporation, limited liability company, partnership, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.

“Placed in Service Date” means the date on which (a) Turbine Mechanical Completion Certificates, or any replacement certificate providing the same certifications, have been delivered for the Turbines included in the Stetson II Project; (b) the Stetson II Project has obtained all Applicable Permits required for its operation, and (c) the Stetson II Project is interconnected and synchronized to the grid and capable of producing electricity in commercial quantities.

“Plans and Specifications” means the plans and specifications for the construction and design of the Stetson II Project, including any document describing the scope of work performed by the BOP Contractor under the BOP Agreement or any other contract or subcontract for the construction of the Stetson II Project and any feeder lines and interconnections, all work drawings, engineering and construction schedules, project schedules, project monitoring systems, specifications status lists, material and procurement ledgers, drawings and drawing lists, manpower allocation documents, management and project procedures documents, project design criteria, and any other document or software referred to in or utilized in connection with the BOP Agreement or any of the documents referred to in this definition, as the same may be amended to the extent permitted by the Financing Agreement.

“Pledged Equity Interests” means (a) all the issued and outstanding membership

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interests held by Member in Borrower and (b) all the issued and outstanding membership interests held by Borrower in each Project Company.

“Power Market Consultant” means PACE Global Energy Services, LLC, or its successor appointed pursuant to Section 13.1 of the Financing Agreement.

“PPA” means that certain Power Purchase Agreement between President and Fellows of Harvard College and Stetson Wind II, LLC, dated as of September 29, 2009.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by BNP Paribas, as the Administrative Agent, as such bank’s prime rate with respect to extensions of credit made by it in the United States; and each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Project Administration Agreement” means, collectively, (a) that certain Management Services Agreement, dated as of July 17, 2009, by and between Evergreen Wind Power V, LLC and First Wind Energy, LLC, and (b) that certain Management Services Agreement, dated as of December 18, 2009, by and between Stetson Wind II, LLC and First Wind Energy, LLC.

“Project Company” or “Project Companies” means Evergreen Wind Power V, LLC and/or Stetson Wind II, LLC, as applicable.

“Project Documents” means the Material Project Documents and the Additional Project Documents.

“Projected Debt Service Coverage Ratio” means the ratio, calculated by the Administrative Agent, based on the financial model utilized to create the Base Case Project Projections and applying each of the P50 Production Level and the P99 Production Level, of (a) (i) Project Revenues projected to be received by the Borrower or any Project Company from

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the ownership or operation of the Projects, less (ii) projected O&M Costs, to (b) Debt Service, calculated for each quarterly period during the remaining term under the Energy Hedge.

“Project Revenues” means all payments received by Borrower or any Project Company from the ownership or operation of any Project, including (a) any payments due to Borrower under the Energy Hedge and resulting from the ownership of the Projects (including capacity payments) and all other income derived from the sale or use of electric energy and renewable energy credits generated by the Projects, (b) payments due to Borrower or any Project Company under any Material Project Documents (including (i) any liquidated damages due to Borrower or any Project Company under any BOP Agreement or the Turbine Supply Agreement, (ii) warranty payments due to Borrower or any Project Company under the Turbine Supply Agreement, and (iii) any warranty payments due to Borrower or any Project Company under any BOP Agreement), (c) Loss Proceeds of any business interruption insurance maintained by or on behalf of Borrower or any Project Company, and (d) any net proceeds derived from the sale of any property pertaining to any Project or incidental to the operation of any Project to the extent allowed under the Financing Agreement; provided, that Project Revenues shall not include (i) Loss Proceeds (other than proceeds of any business interruption insurance), (ii) the investment income on amounts on deposit in the Collateral Accounts, (iii) Government Grants and (iv) amounts received by Evergreen Wind Power V, LLC in connection with a Permitted Transmission Line Transfer.

“Project Site” means all property described in the Lease.

“Projects” means the Stetson I Project and the Stetson II Project.

“Proportionate Share” means the percentages and amounts set forth opposite such Lender’s name on Exhibit J to the Financing Agreement to be prepared by Administrative

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Agent and attached to the Financing Agreement on the Closing Date, as such Exhibit J may be amended and modified from time to time as a result of transfers of Loans or LC Commitment by a Lender.

“Prudent Utility Practices” means those practices, methods, equipment, specifications and standards of safety and performance, of which there may be more than one, and as the same may change from time to time, as are commonly used by wind energy generation facilities of a type and size similar to any Project as good, safe and prudent engineering practices utilized in connection with the design, construction, operation, maintenance, repair and use of electrical and other equipment, facilities and improvements of such wind energy generation facility, with commensurate standards of safety, performance, dependability, and efficiency.

“PUHCA” means the Public Utility Holding Company Act of 2005, as amended, and all FERC rules and regulations adopted thereunder.

“Real Property Agreements” means the Lease.

“REC Contracts” means: (a) the Certificate Purchase Agreement, dated as of October 9, 2008, by and between Evergreen Wind Power, LLC, as seller, and Massachusetts Electric Corporation, as buyer, as assigned to Evergreen Wind Power V, LLC effective as of April 24, 2009; (b) the 2010 Certificate Purchase Agreement, dated as of August 18, 2009, by and between Evergreen Wind Power V, LLC, as seller, and Massachusetts Electric Corporation, as buyer; (c) the Purchase and Sale Agreement for Massachusetts Renewable Energy Credits, dated as of October 22, 2009, by and between Evergreen Wind Power V, LLC and Shell Energy North America, LP; (d) the Renewable Energy Certificate Purchase Agreement, by and between NSTAR Electric & Gas Corporation and Evergreen Wind Power V, LLC, dated as of October 5, 2009; and (e) the Citigroup REC Contract; and (f) the trade confirmation dated December 21,

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2009, between Evergreen Wind Power V, LLC and Energy America, LLC.

“REC Contracts Counterparties” means each of the counterparties to the REC Contracts.

“REC Contract LC” means one or more letters of credit to be issued pursuant to Section 2.2(a)(iii) of the Financing Agreement.

“Regulation D” means Regulation D of the Federal Reserve Board (or any successor).

“Reimbursement Obligation” means Borrower’s obligation to repay any Drawing Payments under any Letter of Credit (together with interest accrued and unpaid thereon) as provided in Section 2.2(d) of the Financing Agreement.

“Reimbursement Payments” means a payment made by or on behalf of Borrower in partial or complete satisfaction of a Reimbursement Obligation.

“Release” means disposing, discharging, injecting, spilling, leaking, leaching, dumping, pumping, pouring, emitting, escaping, emptying, seeping, migrating, placing, abandonment and the like, into or upon any land or water or air, or otherwise entering into the environment.

“Replacement Obligor” means, with respect to any Person party to a Project Document, any Person satisfactory to Administrative Agent (with the consent of the Majority Lenders) who, pursuant to any definitive agreement or definitive guaranty satisfactory to Administrative Agent (with the consent of the Majority Lenders) assumes the obligation of providing the services and/or products on terms and conditions no less favorable to Borrower or any Project Company than those which such Person being replaced is obligated to provide pursuant to the applicable Project Document.

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“Required Applicable Lenders” has the meaning given in Section 12.7 of the Financing Agreement, subject to Section 2.6(c)(ii) of the Financing Agreement.

“Reserve Accounts” means the Debt Service Reserve Account and the O&M Reserve Account.

“Reserve Requirement” means, at any time, the maximum rate at which reserves (including any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Federal Reserve Board by member banks of the Federal Reserve System against “Eurocurrency liabilities” (as such term is used in Regulation D).  Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which the LIBO Rate with respect to LIBO Rate Loans is to be determined, or (b) any category of extensions of credit or other assets which include LIBO Rate Loans.

“Restoration Conditions” means in the event Borrower wishes to restore any Project or the Project Site affected by an Event of Eminent Domain or any event of loss for which Borrower or any Project Company has received Loss Proceeds in an amount in excess of $1,500,000, Borrower has promptly delivered to the Administrative Agent a Restoration Plan and, such Restoration Plan has been approved by the Lenders and the Administrative Agent in their sole discretion, in consultation with the Independent Engineer; provided, however, that to the extent the Restoration Plan is otherwise approved as set forth above and prior to the receipt of such Loss Proceeds from the relevant insurance company, the Borrower may use Borrower Equity to restore the Project or the Project Site affected by such Event of Eminent Domain or event of loss and, following such restoration to the satisfaction of the Administrative Agent (acting in consultation with the Independent Engineer), the Borrower may be subsequently reimbursed in an amount up to the Loss Proceeds, if any, actually received in the Loss Proceeds Account with respect to such Event of Eminent Domain or event of loss, as applicable.

“Restoration Plan” means a plan, certified by an authorized officer of Borrower,

A-43

for the restoration of the affected portion of any Project, demonstrating that: (i) the sum of the aggregate amounts of Loss Proceeds in respect of such event available to the Borrower (including in respect of any deductible for which Borrower is responsible) are anticipated to be sufficient to restore the affected portion of such Project to the condition then required or contemplated under the applicable Project Document prior to the occurrence of such event, (ii) all Applicable Permits required for the restoration work have been obtained or can be expected to be obtained in due course and are or can be expected to be free of any burdensome conditions, and (iii) the restoration work will not result in a termination, cancellation, revocation or other invalidity or impairment of any Applicable Permit or any Project Documents then in effect that could, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

“Revenue Account” has the meaning given in Section 6(a) of the Account Control Agreement.

“S&P” means Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies, Inc., or, if such credit rating agency terminates its activities, any other credit rating agency acceptable to the Lenders.

“Scheduled Repayment Amount” means the repayment amounts of the Term Loans and Bridge Loans corresponding to each Payment Date as set forth in the Amortization Schedule and as adjusted from time to time pursuant to Section 3.2(a) of the Financing Agreement.

“Secured Parties” means, collectively, the Lenders, the Agents, the Issuing Bank, the Arranger, Securities Intermediary and Borrower’s counterparties to the Interest Rate Agreements.

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“Securities Intermediary” means SunTrust Bank, a Georgia corporation, in its capacity as the Securities Intermediary under the Account Control Agreement, or its successor appointed pursuant to the terms of the Financing Agreement and the Account Control Agreement.

“Security Agent” means BNP Paribas, acting in its capacity as Security Agent for the Secured Parties under the Financing Agreement, or any successor appointed pursuant to the terms of the Financing Agreement.

“Shared Facilities Agreement” means that certain Shared Facilities Agreement, by and between Evergreen Wind Power V, LLC and Stetson Wind II, LLC, dated as of December 22, 2009.

“Sponsor” means First Wind Holdings, LLC, a Delaware limited liability company.

“Sponsor Equity” means the equity required to be contributed by Sponsor in respect of the Projects in an amount equal to $95,962,382.

“Sponsor Indemnity Agreement” means the Indemnity Agreement dated as of the date of the Financing Agreement, by the Sponsor in respect of certain indemnity obligations arising out of a Government Grant Disallowance Event.

“State” means (a) any state of the United States of America or (b) the District of Columbia.

“Stated Amount” means, with regard to any Letter of Credit, the total amount available to be drawn under such Letter of Credit at the time in question in accordance with the terms of such Letter of Credit and the Financing Agreement.

“Stetson I Holding Account” has the meaning given in Section 6(h) of the

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Account Control Agreement.

“Stetson I Lease” means that certain Land Lease Agreement, dated October 12, 2006, by and between Lakeville Shores, Inc. and Evergreen Wind Power V, LLC, as amended by that certain First Amendment to Land Lease Agreement, dated March 30, 2007, and as further amended by that certain Second Amendment to Land Lease Agreement, dated August 17, 2007.

“Stetson I Project” means the approximately 57 megawatt nameplate capacity wind generation project comprised of Turbines, turbine towers, tower-mounted transformers, feeder lines, transmission lines, substations, switches, meteorological towers and related facilities, situated in Washington County, Maine, together with all buildings, structures or improvements erected on the land subject to the Stetson I Real Property Interests, all alterations thereto or replacements thereof, all fixtures, attachments, appliances, equipment, machinery and other articles attached thereto or used in connection therewith and all Parts which may from time to time be incorporated or installed in or attached thereto, all contracts and agreements for the purchase or sale of commodities or other personal property related thereto, all leases of real or personal property related thereto, and all other real and tangible and intangible personal property owned by Borrower and placed upon or used in connection with the generation of electricity upon the Project Site.

“Stetson I Real Property Interests” means the Stetson I Lease, as described in Exhibit H-8A to the Financing Agreement.

“Stetson I Reed Agreement” means that certain Stetson Wind Power Project Construction Works Contract No. EWPV-07-02, dated as of December 31, 2007, by and between Evergreen Wind Power V, LLC, and Reed & Reed, Inc., as Contractor, as amended by Change Order Number 001, dated as of August 15, 2008, as further amended by Change Order Number

A-46

002, dated as of November 9, 2008, as further amended by Change Order Number 003, dated as of November 11, 2008, and as further amended by Change Order Number 004, dated as of January 28, 2008.

“Stetson II Lease” means that certain Amended and Restated Land Lease Agreement, dated as of December 26, 2008, by and between Lakeville Shores, Inc. and Stetson Wind II, LLC, as amended by that certain First Amendment dated as of June 30, 2009.

“Stetson II Prepayment” means an amount equal to the sum of (i) the outstanding Bridge Loans and (ii) the outstanding Term Loans allocated to the Stetson II Project, as determined pursuant to Section 10.1(n) of the Financing Agreement by the Administrative Agent (taking into account all debt sizing requirements contemplated in the Debt Sizing Base Case).

“Stetson II Project” means the approximately 25.5 megawatt nameplate capacity wind generation project comprised of Turbines, turbine towers, tower-mounted transformers, feeder lines, transmission lines, substations, switches, meteorological towers and related facilities, situated in Washington County, Maine, together with all buildings, structures or improvements erected on the land subject to the Stetson II Real Property Interests, all alterations thereto or replacements thereof, all fixtures, attachments, appliances, equipment, machinery and other articles attached thereto or used in connection therewith and all Parts which may from time to time be incorporated or installed in or attached thereto, all contracts and agreements for the purchase or sale of commodities or other personal property related thereto, all leases of real or personal property related thereto, and all other real and tangible and intangible personal property owned by Borrower and placed upon or used in connection with the generation of electricity upon the Project Site.

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“Stetson II Real Property Interests” means the Stetson II Lease and other easement interests, as described in Exhibit H-8B to the Financing Agreement.

“Stetson II Reed Agreement” means that certain Stetson II Wind Power Project Construction Contract, dated as of September 30, 2009, between Stetson Wind II, LLC, and Reed & Reed, Inc., as modified by that certain Limited Notice to Proceed, dated as of September 30, 2009, and as further modified by that certain Second Limited Notice to Proceed and Amendment to Contract, dated as of November 24, 2009.

“Stetson II Turbine Supply Loan” means the Fourth Amended and Restated Secured Promissory Note, dated as of July 17, 2009, between First Wind Acquisition, LLC and HSH Nordbank AG, New York Branch.

“Stetson Wind II LLC Agreement” means the Limited Liability Company Agreement of Stetson Wind II, LLC, dated July 3, 2007, as amended by that certain First Amendment to Limited Liability Company Agreement of Stetson Wind II, LLC, dated December 11, 2008, and as further amended by that certain Second Amendment to Limited Liability Company Agreement of Stetson Wind II, LLC, dated as of the date of the Financing Agreement.

“Subject Companies” has the meaning given in Section 6.19(a) of the Financing Agreement.

“Subject Persons” has the meaning given in Section 10.1(d) of the Financing Agreement.

“Substitutable Lender” has the meaning given in Section 12.13 of the Financing Agreement.

“Taxes” has the meaning given in Section 3.4(d)(i) of the Financing Agreement.

A-48

“Term Loan” and “Term Loans” have the meaning given in Section 2.1(a) of the Financing Agreement.

“Term Loan Commitment Fees” has the meaning given in Section 3.3(d)(i) of the Financing Agreement.

“Term Loan Maturity Date” means the earlier to occur of (a) seven (7) years from the Closing Date; and (b) the date on which the entire outstanding principal balance of the Term Loans, together with all unpaid interest, fees, charges and costs, become due and payable under the Financing Agreement.

“Terrorism Order” has the meaning assigned to such term in Section 6.40(a) of the Financing Agreement.

“Title Insurer” means Stewart Title Guaranty Company.

“Title Policy” means that certain policy of the title insurance issued by the Title Insurer as provided in Section 5.1(ee) of the Financing Agreement, including all amendments thereto, endorsements thereof and substitutions or replacements therefor.

“Total Bridge Loan Commitment” means the aggregate amount of $18,632,891.16, as set forth in Section 2.4(c) of the Financing Agreement.

“Total Commitment” means the (i) Total Term Loan Commitment plus (ii) Total Bridge Loan Commitment plus (c) Total LC Commitment, as set forth in Section 2.4(a) of the Financing Agreement.

“Total LC Commitment” has the meaning given in Section 2.4(a) of the Financing Agreement.

“Total Term Loan Commitment” means the aggregate amount of $71,000,000, as set forth in Section 2.4(b) of the Financing Agreement.

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“Transmission Consultant” means Nexant Inc.

“Transmission Line Real Property Interests” means those real property interests set forth in Exhibit H-9 to the Financing Agreement.

“Transmission Owner” means Bangor Hydro-Electric Company.

“Turbine” means each GE 1.5sle MW wind turbine generator used in any Project, conforming to the specifications for such model set forth in the Turbine Supply Agreement.

“Turbine Operator” means General Electric International Incorporated.

“Turbine Service Agreement” means Operations Support Agreement, dated as of June 27, 2008, between General Electric International Incorporated, as Operator, and Evergreen Wind Power V, LLC, as Owner.

“Turbine Supplier” means General Electric Company.

“Turbine Supply Agreements” means, collectively, (a) the Contract for the Sale of Power Generation Equipment and Related Services (Stetson), dated as of June 4, 2007, between First Wind Acquisition, LLC, as Buyer, and General Electric Company, as Seller (“GE”), as amended by that Scope Change Order Form 01 dated as of August 14, 2007, as amended by that Scope Change Order Form 02 dated September 7, 2007, as amended by that Change Order No. A, dated as of the 8th day of July, 2008, as amended by that External Change Order No. 3, dated as of the 5th day of August, 2008, as amended by that External Change Order No. 4, dated as of the 22nd day of July, 2008, as amended by that External Change Order No. 4, Revision No. 1, dated as of the 8th day of August, 2008, and as amended by that External Change Order No. 5, dated as of July 14, 2009, as assigned to Evergreen Wind Power V, LLC, pursuant to that certain Assignment and Assumption Agreement, dated July 17, 2009. and (b) Contract for

A-50

the Sale of Power Generation Equipment and Related Services, dated June 27, 2006, as amended by that UPC Notice No. 2007-GE-J3XU5-01, dated June 29, 2007, as amended by that External Change Order (ECO) No. 2, dated November 20, 2007, as amended by Amendment No. 1 to the Contract for the Sale of Power Generation Equipment and Related Services, dated November 27, 2007, as amended by External Change Order (ECO) No. 3, dated May 12, 2008, as amended by  External Change Order (ECO) No. 4, dated September 17, 2008, as amended by Amendment No. 2 to the Contract for the Sale of Power Generation Equipment and Related Services, dated February 20, 2009, as amended by External Change Order (ECO) No. 5, dated June 1, 2009, as assigned to Stetson Wind II, LLC, pursuant to that certain Assignment and Assumption Agreement, dated as of the date of the Financing Agreement.

“UCC” means the Uniform Commercial Code of the jurisdiction the law of which governs the document in which such term is used or which governs the creation or perfection of the Liens granted thereunder.

“Upwind Array” means a single Upwind Turbine or wind energy project and all Upwind Turbines located thereon.

“Upwind Array Event” means the erection of an Upwind Turbine owned by Borrower or any Affiliate thereof that is not included in the Projects, which related Upwind Array could reasonably be expected to have a material adverse impact on the power output of any Project, as determined by the Independent Engineer (but in no event will a loss of power output of 2% of the power output of any Project or less be considered a material adverse impact).

“Upwind Turbine” means a wind turbine generator that is located upwind of the Projects and within a radius of 15 rotor diameter of a WTG comprising a part of any Project.

“Waukesha Electric” means Waukesha Electric Systems, Inc., a Wisconsin corporation.

“Wind Consultant” means AWS Truewind, LLC, or its successor appointed pursuant to Section 13.1 of the Financing Agreement.

A-51

“Withholding Certificate (Effectively Connected)” has the meaning given in Section 3.4(e) of the Financing Agreement.

“Withholding Certificate (Portfolio Interest)” has the meaning given in Section 3.4(e) of the Financing Agreement.

“Withholding Certificate (Treaty)” has the meaning given in Section 3.4(e) of the Financing Agreement.

“Working Capital LC” means one or more letters of credit to be issued pursuant to Section 2.2(a)(iv) of the Financing Agreement.

“Working Capital LC Loan” has the meaning given in Section 2.2(d)(vi) of the Financing Agreement.

A-52

RULES OF INTERPRETATION

1.The singular includes the plural and the plural includes the singular.

2.The word “or” is not exclusive.

3.A reference to a Governmental Rule includes any amendment or modification to such Governmental Rule, and all regulations, rulings and other Governmental Rules promulgated under such Governmental Rule.

4.A reference to a Person includes its successors and permitted assigns.

5.Accounting terms have the meanings assigned to them by GAAP, as applied by the accounting entity to which they refer.

6.The words “include,” “includes” and “including” are not limiting.

7.A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated.  Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document.

8.References to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

9.The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.  The words “will” and “shall” are used interchangeably with the same meaning.

10.References to “days” shall mean calendar days, unless the term “Business Days” shall be used.  References to a time of day shall mean such time in New York, New York, unless otherwise specified.

11.The Financing Documents are the result of negotiations between, and have been reviewed by Borrower, the Affiliated Participants, the Agents, Issuing Bank, each Lender and their respective counsel.  Accordingly, the Financing Documents shall be deemed to be the product of all parties thereto, and no ambiguity shall be construed in favor of or against Borrower, the Affiliated Participants, Issuing Bank, any Agent or any Lender.

1

EXHIBIT B-1

to Financing Agreement

Note No.

FORM OF NOTE

$
	Dated as of

For value received, the undersigned Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), promises to pay to                   , (“Lender”) for the account of its applicable Lending Office specified in the Financing Agreement referred to below, in lawful money of the United States of America and in immediately available funds, the principal amount of                      DOLLARS ($                    ), or if less, the aggregate unpaid and outstanding principal amount of this Note advanced by Lender to Borrower pursuant to the Financing Agreement, dated as of December [    ], 2009 (the “Financing Agreement”), by and among  BNP Paribas  as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto.

This is one of the Notes referred to in the Financing Agreement and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof.  Capitalized terms used and not defined herein shall have the meanings set forth in Exhibit A to the Financing Agreement.

This Note is made in connection with and is secured by, among other instruments, the provisions of the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Pledge Agreement, the Account Control Agreement and the other Collateral Documents.  Reference is hereby made to the Financing Agreement, the Mortgage Documents, the Member Pledge and Security Agreement, the Borrower Security and Peldge Agreement, the Account Control Agreement and the other Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the holder of this Note.

The principal amount hereof is payable in accordance with the Financing Agreement, and such principal amount may be prepaid solely in accordance with the Financing Agreement.

Borrower authorizes Lender to record on the schedule annexed to this Note, the date and amount of each Loan made by Lender, each payment or prepayment of principal thereunder and agrees that all such notations shall constitute prima facie evidence of the matters noted in the absence of demonstrable error.  Borrower further authorizes Lender to attach to and make a part of this Note continuations of the schedule attached thereto as necessary.  No failure to make any

Exhibit B-1

2

such notations, nor any errors in making any such notations, shall affect the validity of Borrower’s obligations to repay the full unpaid and outstanding principal amount of the Loans.

Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Financing Agreement.

If any payment on this Note becomes due and payable on a date which is not a Business Day, such payment shall be made on the succeeding, or next preceding, Business Day, in accordance with the terms of the Financing Agreement.

Upon the occurrence of any one or more Events of Default, all amounts then remaining unpaid on this Note may become or be declared to be immediately due and payable as provided in the Financing Agreement and other Financing Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower.

Recourse under this Note shall be limited to that expressly set forth in Article 11 of the Financing Agreement.

Borrower agrees to pay all costs and expenses, including without limitation reasonable attorneys’ fees and Liquidation Costs incurred in connection with the enforcement of this Note, in accordance with the Financing Agreement.

Except as permitted by the Financing Agreement, this Note may not be assigned by Lender to any other person.  Transfer of this Note may be effected only by a surrender of the Note by Lender and either reissuance of the Note or issuance of a new Note by Borrower to the new lender.

This Note has been executed and delivered in and shall be construed and interpreted in accordance with and governed by the laws of the State of New York without reference to conflicts of laws other than Section 5-1401 and 5-1402 of the New York General Obligations Law.

[SIGNATURE TO FOLLOW]

Exhibit B-1

3

STETSON HOLDINGS, LLC
a Delaware limited liability company
By:
	Name:
	Title:

Exhibit B-1

4

		Prepayment or	Outstanding
Date	Advance	Repayment	Balance

Exhibit B-1

5

EXHIBIT C
to Financing Agreement

[Reserved]

Exhibit C

1

EXHIBIT D-1

to Financing Agreement

[Reserved]

Exhibit D-1

1

EXHIBIT D-2

to Financing Agreement

[Reserved]

Exhibit D-2

1

EXHIBIT D-3
to Financing Agreement

FORM OF CONFIRMATION OF INTEREST PERIOD SELECTION

TO:BNP Paribas, as Administrative Agent

FROM:Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”)

DATE:                                         

1.This Confirmation of Interest Period Selection is delivered to you pursuant to Section 2.1(c) of the Financing Agreement, dated as of December [    ], 2009 by and among  BNP Paribas  as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto (as amended, amended and restated, supplemented and modified from time to time, the “Financing Agreement”).  All defined terms set forth herein shall have the meanings specified in Exhibit A to the Financing Agreement.

2(a)We hereby confirm with respect to the [Base Rate Loan/LIBO Rate Loan] in the principal amount of $                                        , that the applicable rate of interest is herby changed to a [LIBO Rate Loan/Base Rate Loan], and we have selected a new Interest Period in respect of the new [LIBO Rate Loan/Base Rate Loan], effective as of                        , 20    , as specified below:

Interest Period(1):

2(b)We hereby confirm with respect to the LIBO Rate Loan in the principal amount of $                                        , the current Interest Period with respect to which ends on                         , 20     and as such, we have selected a new Interest Period in respect of such LIBO Rate Loan effective as of                        , 20    , as specified below:

Interest Period:(2)

[SIGNATURE TO FOLLOW]

(1) Paragraph 2(a) is applicable in the event of a change from a Base Rate Loan to a LIBO Rate Loan or a LIBO Rate Loan to a Base Rate Loan.

(2) Paragraph 2(b) is applicable in the event of a selection of a new Interest period of a LIBO Rate Loan.

Exhibit D-3

1

Yours very truly,
STETSON HOLDINGS, LLC,a Delaware limited liability company
By:
	Name:
	Title:

Exhibit D-3

2

EXHIBIT D-4
to Financing Agreement

FORM OF NOTICE OF BORROWING

Date:  [                 ], 2009

BNP Paribas

787 Seventh Avenue

New York, NY 10019

Attention:

Telephone:

Facsimile:

Re: Stetson Wind Farm Project

Ladies and Gentlemen:

This Notice of Borrowing is delivered to you pursuant to Sections 2.5 and [5.2(a)] of the Financing Agreement, dated as of December [    ], 2009 by and among  BNP Paribas  as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto (as amended, amended and restated, supplemented and modified from time to time, the “Financing Agreement”).  All capitalized terms used herein shall have the respective meanings specified in Exhibit A to the Financing Agreement unless otherwise defined herein or unless the context requires otherwise.

This Notice of Borrowing constitutes a request for [Term Loans]/[Bridge Loans] as follows:

1.The proposed Closing Date is [          ], 2009.

The aggregate amount of [Term Loans]/[Bridge Loans] is $[                    ], of which amount $[                          ] will be the aggregate principal amount of LIBO Rate Loans. Pursuant to Section 2.1(c) of the Financing Agreement, Borrower hereby requests an irregular Interest Period for this LIBO Rate Loan with an expiration date of [                            ].]

The undersigned does hereby certify as of the date hereof that:

2.Each representation and warranty set forth in Article 6 of the Financing Agreement is true and correct in all material respects as if made on the date hereof (unless such

Exhibit D-4

1

representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date).

3.No Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing or will result from the funding of the Loans and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing or will result from the funding of the Loans.

4.Neither Borrower nor Member is in default under any material term of any Operative Document or any other agreement or instrument relating to any obligation of Borrower and Member for or with respect to borrowed money, as applicable.

[SIGNATURE TO FOLLOW]

Exhibit D-4

2

The undersigned further confirms and certifies to each Lender that, as of Closing Date, all conditions precedent to the Closing Date set forth in Section 5.1 of the Financing Agreement have all been satisfied or waived in accordance with the terms of the Financing Agreement.

STETSON HOLDINGS, LLC,
a Delaware limited liability company
By:
	Name:
	Title:

Exhibit D-4

3

EXHIBIT D-5

to Financing Agreement

FORM OF PENDING DISBURSEMENTS CLAUSE

Pending disbursement of the full proceeds of the loan secured by the Mortgage or Deed of Trust described in Schedule A, this Policy insures only to the extent of the amount actually disbursed which on the date hereof  is                                         .  This Policy insures against loss or damage which results from claims of mechanics’ or materialmen’s liens arising from non-payment of bills for labor performed or material furnished prior to December 22, 2009, except any such liens or notices thereof as may be recited under Schedule B hereof.  At the time of each disbursement of proceeds of the loan, an endorsement to this Policy must be secured increasing the amount insured hereunder up to the face amount of the Policy, and re-dating the Policy, all endorsements attached thereto, and the date set forth in the immediate preceding sentence to the date of the relevant disbursement, subject to the following requirements being met before issuance of such endorsement: (a) a title search is made by the Company that reveals no liens, objections or any adverse changes in title, with the Company reserving the right to take as an exception any liens, objections or any adverse changes in title revealed by such (b) the contractor and owner furnish the Company satisfactory paid bills, lien waivers, estoppel certificates and other evidence that all items, from which a lien might arise, have been paid or otherwise satisfied, and (c) the Owner and Contractor furnish the Company satisfactory Affidavit and Indemnity Agreement (s) as to the matters referred to in (b) above.  This Policy does not insure against mechanics’ and materialmen’s liens for labor performed and materials furnished subsequent to the last date to which mechanics’ lien coverage has been extended, nor does this Policy insure completion of the improvements in progress, or their compliance with plans and specifications.  The Company in no way guarantees the sufficiency of the mortgage proceeds as adequate to complete improvements.  Notwithstanding any other language contained in the insuring provisions of this Policy, the above provisions are the sole provision applicable to coverage for loss or damage resulting from mechanics’ or materialmen’s liens or claims not of record.

Exhibit D-5

1

EXHIBIT E-1

to Financing Agreement

FORM OF MORTGAGE DOCUMENTS

(See Tab      )

Penobscot and Washington Counties, Maine

MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING

BY

EVERGREEN WIND POWER V, LLC,
as Mortgagor

TO

BNP PARIBAS, as Security Agent,
as Mortgagee

Relating to Premises in:

Penobscot and Washington Counties, Maine

DATED:  As of December 22, 2009

This instrument was prepared
by and after recording should be returned to:

Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attn:  Allan T. Marks

MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING

KNOW ALL PERSONS BY THESE PRESENTS:

THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of December 22, 2009 by EVERGREEN WIND POWER V, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware and having an office at c/o First Wind Energy, LLC, 179 Lincoln Street, Suite 500, Boston, MA 02111 (the “Mortgagor”), in favor of BNP PARIBAS, having an office at 787 Seventh Avenue, New York, New York 10019, as Security Agent for the Secured Parties party to the Loan Agreement referred to below (in such capacity, together with its successors in such capacity, the “Mortgagee”).

W I T N E S S E T H:

WHEREAS, Stetson Holdings, LLC, as borrower (the “Borrower”), BNP Paribas, HSH Nordbank AG, New York Branch and other financial institutions who later become a party thereto (collectively, the “Lenders”), HSH Nordbank AG, New York Branch, in its capacity as Joint Lead Arranger, and BNP Paribas, in its capacities as Joint Lead Arranger, as Administrative Agent for the Lenders, as Security Agent for the Secured Parties, and as Issuing Bank, are the parties to a Financing Agreement dated as of December 22, 2009 (as modified, supplemented, further amended and amended and restated and in effect from time to time, being herein called the “Loan Agreement”; except as otherwise herein expressly provided, all terms defined in the Loan Agreement being used herein as defined therein), which Loan Agreement provides for extensions of credit to be made by the Lenders to the Borrower as set forth therein in an original aggregate amount up to but not exceeding the Commitment, for extensions of credit (the “Loans”).

WHEREAS the Mortgagor expects to receive benefits from the extensions of credit pursuant to the Loan Agreement.

WHEREAS, pursuant to that certain Guaranty and Security Agreement, dated as of December 22, 2009 as modified, supplemented, amended and amended and restated and in effect from time to time, being herein called the “Security Agreement”), the Mortgagor has unconditionally secured the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders by the Borrower under the Loan Documents (as hereinafter defined);

WHEREAS, it is a condition to the obligation of the Lenders to extend credit to the Borrower pursuant to the Loan Agreement that the Mortgagor execute and deliver this Mortgage;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and FOR THE PURPOSE OF SECURING the following (collectively, the “Obligations”):

1.     the obligations of the Mortgagor in respect of its guarantee under the Security Agreements,

2.     the performance and payment of the covenants, agreements and obligations hereinafter contained and contained in the Security Agreement,

3.     the performance and payment of the covenants, agreements and obligations hereinafter contained and contained in the Loan Agreement and the other Loan Documents and all other monies secured hereby, including, without limitation, any and all sums expended by the Mortgagee pursuant to Section 1.09, together with interest thereon, and

4.     the payment of all other obligations of the Borrower and Mortgagor to the Lenders under the Loan Documents,

the Mortgagor hereby irrevocably grants, bargains, sells, releases, conveys, warrants, assigns, transfers, mortgages, pledges, sets over and confirms unto the Mortgagee, under and subject to the terms and conditions hereinafter set forth, the land and premises (the “Land”) described in the deeds to Mortgagor identified in Exhibit A, together with the easement rights (the “Easement Rights”) described in the assignment and easement deeds to Mortgagor identified in Exhibit B, the Land and the Easement Rights being hereinafter collectively called the “Property”;

TOGETHER WITH all interests, estates or other claims, both in law and in equity, that the Mortgagor now has or may hereafter acquire in (a) the Property, (b) all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including (without limitation) the access easements identified in Exhibit D and (c) all tenements, hereditaments and appurtenances in any manner belonging, relating or appertaining thereto (all of the foregoing interests, estates and other claims being hereinafter collectively called “Access Easements and Rights of Way”); and

TOGETHER WITH all estate, right, title and interest of the Mortgagor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any streets, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and gores of land adjacent to or used in connection therewith (all of the foregoing estate, right, title and interest being hereinafter called “Adjacent Rights”); and

TOGETHER WITH all estate, right, title and interest of the Mortgagor, now owned or hereafter acquired, in and to any and all buildings and other improvements now or hereafter located on the Land or on the land burdened by the Easement Rights and all building materials, building equipment and fixtures of every kind and nature located on the Land or on the land burdened by the Easement Rights or, attached to, contained in or used in any such buildings and other improvements (including, without limitation, substations, transmission lines, collection lines, microwave towers and ancillary facilities), and all appurtenances and additions thereto and betterments, substitutions and replacements thereof (all of the foregoing estate, right, title and interest being hereinafter collectively called “Improvements”); and

TOGETHER WITH all estate, right, title and interest of the Mortgagor in and to all such tangible property now owned or hereafter acquired by the Mortgagor (including but not limited to any and all machinery, apparatus, equipment, fittings, partitions, ducts, shafts, pipes, radiators, conduits, wiring, floor coverings, awnings, motors, engines, boilers, stokers, pumps, dynamos,

transformers, turbines, generators, fans, blowers, vents, switchboards, elevators, escalators, compressors, furnaces, cleaning equipment, call and sprinkler systems, fire extinguishing apparatus, water and other tanks, heating, ventilating, plumbing, incinerating, air conditioning and air cooling systems and water, gas, telephone, telecommunications, telemetry and electric equipment and articles of personal property) now or hereafter located on or at or attached to the Land or on the land burdened by the Easement Rights such that an interest in such tangible property arises under applicable real estate law, and any and all products and accessions to any such property that may exist at any time (all of the foregoing estate, right, title and interest, and products and accessions being hereinafter called “Fixtures”); and

TOGETHER WITH all estate, right, title and interest of the Mortgagor in and to all rights, royalties and profits in connection with all minerals, oil and gas and other hydrocarbon substances on or in the Property, development rights or credits, air rights, water, water rights (whether riparian, appropriative, or otherwise and whether or not appurtenant) and water stock (all of the foregoing estate, right, title and interest being hereinafter collectively called “Mineral and Related Rights”); and

TOGETHER WITH all reversion or reversions and remainder or remainders of the Property and Improvements and all estate, right, title and interest of the Mortgagor in and to any and all present and future leases of space in the Property and Improvements, and all rents, revenues, proceeds, issues, profits, royalties, income and other benefits now or hereafter derived from the Property, the Improvements and the Fixtures, subject to the right, power and authority hereinafter given to the Mortgagor to collect and apply the same (all of the foregoing reversions, remainders, leases of space, rents, revenues, proceeds, issues, profits, royalties, income and other benefits being hereinafter collectively called “Rents”); and

TOGETHER WITH all estate, right, title and interest and other claim or demand that the Mortgagor now has or may hereafter acquire with respect to any damage to the Property, the Improvements or the Fixtures and any and all proceeds of insurance in effect with respect to the Improvements or the Fixtures, including, without limitation, any title insurance, and any and all awards made for the taking by eminent domain, or by any proceeding or purchase in lieu thereof, of the Property, the Improvements or the Fixtures, including without limitation any awards resulting from a change of grade of streets or as the result of any other damage to the Property, the Improvements or the Fixtures for which compensation shall be given by any governmental authority (all of the foregoing estate, right, title and interest and other claims or demand, and any such proceeds or awards being hereinafter collectively called “Damage Rights”); and

TOGETHER WITH all estate, right, title and interest of the Mortgagor in respect of any and all air rights, development rights, zoning rights or other similar rights or interests that benefit or are appurtenant to the Property or the Improvements (including, but not limited to, any and all wind energy and wind flow rights, noise buffer rights, development rights, option rights or similar or comparable rights of any nature whatsoever now or hereafter appurtenant to the Property or now or hereafter transferred to the Property) (all of the foregoing estate, right, title and interest being hereinafter collectively called “Air and Development Rights”); and

TOGETHER WITH all estate, right, title and interest of the Mortgagor in and to the agreements identified in Exhibit C attached hereto, and all other agreements heretofore or

hereafter entered into relating to the construction, ownership, operation, management or use of the Property or Improvements, to the fullest extent that the same or any interest therein may be legally assigned by Mortgagor (collectively, the “Agreements”); and

TOGETHER WITH all estate, right, title and interest of the Mortgagor in and to the permits identified in Exhibit E attached hereto, and all other building permits, governmental permits, licenses, variances, conditional or special use permits, and other authorizations now or hereafter issued in connection with the construction, development, ownership, operation, management or use of the Property or Improvements, to the fullest extent that the same or any interest therein may be legally assigned by Mortgagor (collectively, the “Permits”).

All of the foregoing Access Easements and Rights of Way, Adjacent Rights, Improvements, Fixtures, Mineral and Related Rights, Rents, Damage Rights, Air and Development Rights, Agreements and Permits being sometimes hereinafter referred to collectively as the “Ancillary Rights and Properties” and the Land, the Easement Rights, and Ancillary Rights and Properties being sometimes hereinafter referred to collectively as the “Mortgage Estate”;

TO HAVE AND TO HOLD the Mortgage Estate with all privileges and appurtenances thereunto belonging, to the Mortgagee and its successors and assigns, forever, upon the terms and conditions and for the uses hereinafter set forth;

PROVIDED ALWAYS, that if the principal of and interest on the Loans under the Loan Agreement and all of the other Obligations shall be paid in full, and the Borrower shall abide by and comply with each and every covenant contained herein and in the Loan Agreement, then this Mortgage and the Lien and estate hereby granted shall cease, terminate and become void.

This Mortgage, the Loan Agreement and any other instrument given to evidence or further secure the payment and performance of any Obligation are sometimes hereinafter collectively referred to as the “Loan Documents.”

TO PROTECT THE SECURITY OF THIS MORTGAGE, THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS:

ARTICLE 1

Particular Covenants and Agreements of the Mortgagor

Section 1.01.          Payment of Secured Obligations.  The Mortgagor shall pay when due all Obligations in respect of its guarantee under the Collateral Documents.

Section 1.02.          Title, Etc.  The Mortgagor represents and warrants that the Mortgagor is lawfully seized and possessed of a valid and subsisting fee simple interest in the Land, is the owner of the Easement Rights, and is the owner of the related Ancillary Rights and Properties, in each case subject to no mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance or adverse claim of any nature, except those permitted under the Loan Agreement.

The Mortgagor represents and warrants that it has the full power and lawful authority to grant, bargain, sell, release, convey, warrant, assign, transfer, mortgage, pledge, set over and confirm unto the Mortgagee the Mortgage Estate as hereinabove provided.

Section 1.03.          Further Assurances; Filing; Re-Filing; Etc.

(a)           Further Instruments.  The Mortgagor shall execute, acknowledge and deliver, from time to time, such further instruments as the Mortgagee may reasonably require to accomplish the purposes of this Mortgage.

(b)           Filing and Re-Filing.  The Mortgagor, immediately upon the execution and delivery of this Mortgage, and thereafter from time to time, shall cause this Mortgage, any security agreement or mortgage supplemental hereto and each instrument of further assurance to be filed, registered or recorded and re-filed, re-registered or re-recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and perfect the Lien or estate of this Mortgage upon the Mortgage Estate.

(c)           Fees and Expenses.  The Mortgagor shall pay all filing, registration and recording fees, all re-filing, re-registration and re-recording fees, and all expenses incident to the execution, filing, recording and acknowledgment of this Mortgage, any security agreement or mortgage supplemental hereto and any instrument of further assurance, and all Federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution, delivery, filing and recording of this Mortgage or any of the other Loan Documents, any security agreement or mortgage supplemental hereto or any instruments of further assurance.

Section 1.04.          Intentionally Omitted.

Section 1.05.          Insurance.  The Mortgagor will maintain insurance, with respect to the Mortgage Estate, in accordance with the Loan Agreement.

Section 1.06.          Casualty and Condemnation Events.

(a)           Casualty and Condemnation.  Should the Mortgage Estate or any part thereof be taken or damaged by reason of any fire or other casualty (collectively, a “Casualty”), or by reason of any public improvement or condemnation proceeding (collectively, a “Condemnation”) or should the Mortgagor receive any notice or other information regarding any such proceeding, such Casualty, Condemnation or notice or other information regarding any such proceeding shall be handled in accordance with the Loan Agreement.

Section 1.07.          Impositions.  The Mortgagor shall pay or cause to be paid all taxes, assessments, water and sewer rates, utility charges and all other governmental or non-governmental charges assessed or levied against any part of the Mortgage Estate or upon the Lien or estate of the Mortgagee therein in accordance with the Loan Agreement.

Section 1.08.          Limitations of Use.  Except as otherwise permitted under the Loan Documents, the Mortgagor shall comply in all material respects with the provisions of all leases, licenses, agreements and private covenants, conditions and restrictions that at any time are applicable to the Mortgage Estate.

Section 1.09.          Actions to Protect Mortgage Estate.  If the Mortgagor shall fail to (a) perform and observe any of the terms, covenants or conditions required to be performed or observed by it under the instruments conveying the Easement Rights to Mortgagor identified in Exhibit B, or perform and observe any of the terms, covenants or conditions required to be performed or observed by it under the Agreements identified in Exhibit C, (b) effect the insurance required by and as provided in Section 1.05, (c) make the payments required by Section 1.07 or (d) perform or observe any of its other covenants or agreements hereunder, the Mortgagee may, without obligation to do so, and upon notice to the Mortgagor (except in an emergency) effect or pay the same.  To the maximum extent permitted by law, all sums, including reasonable attorneys’ fees and disbursements, so expended or expended to sustain the Lien or estate of this Mortgage or its priority, or to protect or enforce any of the rights hereunder, or to recover any of the Obligations, shall be a Lien on the Mortgage Estate, shall be deemed to be added to the Obligations secured hereby, and shall be paid by the Mortgagor within 10 days after demand therefor, together with interest thereon at the default rate provided for in the Loan Agreement.

Section 1.10.          Estoppel Certificates.  The Mortgagor, within ten days after written request therefor, shall furnish the Mortgagee a written statement, duly acknowledged, of the amount of the Obligations then secured by this Mortgage and whether to their knowledge any offsets or defenses exist against any such Obligations.

ARTICLE 2

Assignment of Rents, Issues and Profits

Section 2.01.          Assignment of Rents, Issues and Profits.  The Mortgagor hereby assigns and transfers to the Mortgagee, FOR THE PURPOSE OF SECURING the Obligations, all Rents, and hereby gives to and confers upon the Mortgagee the right, power and authority to collect the same.  The Mortgagor irrevocably appoints the Mortgagee its true and lawful attorney-in-fact, at its option at any time and from time to time following the occurrence and during the continuance of a Default, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, in the name of the Mortgagor or otherwise, for Rents and apply the same to the Obligations as provided in paragraph (a) of Section 4.03; provided, however, that the Mortgagor shall have the right to collect Rents at any time prior to the occurrence of a Default (but not more than one month in advance, except in the case of security deposits).

Section 2.02.          Collection Upon Default.  To the extent permitted by law, upon the occurrence of any Default, the Mortgagee may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations or the solvency of the Mortgagor, enter upon and take possession of the Property, the Improvements and the Fixtures or any part thereof, in its own name, sue for or otherwise collect Rents including those past due and unpaid, and, apply the same, less costs and expenses of operation and collection, including attorneys’ fees and disbursements, to the payment of the Obligations as provided in paragraph (a) of Section 4.03, and in such order as the Mortgagee may determine.  The collection of Rents or the entering upon and taking possession of the Property, the Improvements or the Fixtures or any part thereof, or the application thereof as aforesaid, shall not cure or waive any Default or notice thereof or invalidate any act done in response to such Default or pursuant to notice thereof.

ARTICLE 3

Security Agreement

Section 3.01.          Creation of Security Interest.  The Mortgagor hereby grants to the Mortgagee a security interest in the Fixtures for the purpose of securing the Obligations.  The Mortgagee shall have, in addition to all rights and remedies provided herein and in the other Loan Documents, all the rights and remedies of a secured party under the Uniform Commercial Code of the state in which the applicable portion of the Fixtures is located.  The Mortgagor represents and warrants to the Mortgagee that the Mortgagor has an interest of record in the real property on which the Fixtures are located, and the organizational identification number of the Mortgagor is 90-0197266.Section 3.02            Warranties, Representations and Covenants.  The Mortgagor hereby warrants, represents and covenants that:  (a) the Fixtures will be kept on or at the Property and the Mortgagor will not remove any Fixtures from the Property, except as permitted under the Loan Documents and except such portions or items of the Fixtures that are consumed or worn out in ordinary usage, all of which shall be promptly replaced by the Mortgagor, except as otherwise expressly provided in the Loan Documents, (b) all covenants and obligations of the Mortgagor contained herein relating to the Mortgage Estate shall be deemed to apply to the Fixtures whether or not expressly referred to herein and (c) this Mortgage constitutes a security agreement and “fixture filing” as those terms are used in the applicable Uniform Commercial Code.  The Mortgagor is the “Debtor” and its name and mailing address are set forth on Page 1 hereof.  The Mortgagee is the “Secured Party” and its name and mailing address from which information relative to the security interest created hereby are also set forth on Page 1 hereof.  The information provided in this Section 3.02 is provided so that this Mortgage shall comply with the requirements of the Uniform Commercial Code as in effect in the state in which the Mortgage Estate is located for a mortgage instrument to be filed as a financing statement.

Defaults; Remedies

Section 4.01.          Defaults.  If any Event of Default (herein, a “Default”) under the Loan Agreement shall occur and be continuing and, as more particularly provided in the Loan Agreement, the principal of and accrued interest on the extensions of credit and all other Obligations under the Loan Agreement shall be declared, or become, due and payable, then the

obligations of the Mortgagor under the Security Agreement shall become due and payable, without presentment, demand, protest or other formalities of any kind, all of which have been waived pursuant to the Loan Agreement.Default Remedies.

Section 4.02           Default Remedies.

(a)           Remedies Generally.  If a Default shall have occurred and be continuing, this Mortgage may, to the maximum extent permitted by law, be enforced, and the Mortgagee may exercise any right, power or remedy permitted to it hereunder, under the Loan Agreement or under any of the other Loan Documents or by law, and, without limiting the generality of the foregoing, the Mortgagee may, personally or by its agents, to the maximum extent permitted by law:

(i)    enter into and take possession of the Mortgage Estate or any part thereof, exclude the Mortgagor and all persons claiming under the Mortgagor whose claims are junior to this Mortgage, wholly or partly therefrom, and use, operate, manage and control the same either in the name of the Mortgagor or otherwise as the Mortgagee shall deem best, and upon such entry, from time to time at the expense of the Mortgagor and the Mortgage Estate, make all such repairs, replacements, alterations, additions or improvements to the Mortgage Estate or any part thereof as the Mortgagee may deem proper and, whether or not the Mortgagee has so entered and taken possession of the Mortgage Estate or any part thereof, collect and receive all Rents and apply the same to the payment of all expenses that the Mortgagee may be authorized to make under this Mortgage, the remainder to be applied to the payment of the Obligations until the same shall have been repaid in full; if the Mortgagee demands or attempts to take possession of the Mortgage Estate or any portion thereof in the exercise of any rights hereunder, the Mortgagor shall promptly turn over and deliver complete possession thereof to the Mortgagee; and

(ii)   personally or by agents, with or without entry, if the Mortgagee shall deem it advisable:

(x)            sell the Mortgage Estate at a sale or sales held at such place or places and time or times and upon such notice and otherwise in such manner as may be required by law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and from time to time adjourn any such sale by announcement at the time and place specified for such sale or for such adjourned sale without further notice, except such as may be required by law;

(y)           proceed to protect and enforce its rights under this Mortgage, by suit for specific performance of any covenant contained herein or in the Loan Documents or in aid of the execution of any power granted herein or in the Loan Documents, or for the foreclosure of this Mortgage (as a mortgage or otherwise) and the sale of the Mortgage Estate under the judgment or decree of a court of competent jurisdiction, or for the enforcement of any other right as the Mortgagee shall deem most effectual for such purpose, provided, that in the event of a sale, by foreclosure or otherwise, of less than all of the Mortgage Estate, this Mortgage shall continue as a Lien on, and security interest in, the remaining portion of the Mortgage Estate; or

(z)            exercise any or all of the remedies available to a secured party under the applicable Uniform Commercial Code, including, without limitation:

(1)   either personally or by means of a court appointed receiver, take possession of all or any of the Fixtures and exclude therefrom the Mortgagor and all persons claiming under the Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of the Mortgagor in respect of the Fixtures or any part thereof; if the Mortgagee demands or attempts to take possession of the Fixtures in the exercise of any rights hereunder, the Mortgagor shall promptly turn over and deliver complete possession thereof to the Mortgagee;

(2)   without notice to or demand upon the Mortgagor, make such payments and do such acts as the Mortgagee may deem necessary to protect its security interest in the Fixtures, including, without limitation, paying, purchasing, contesting or compromising any encumbrance that is prior to or superior to the security interest granted hereunder, and in exercising any such powers or authority paying all expenses incurred in connection therewith;

(3)   require the Mortgagor to assemble the Fixtures or any portion thereof, at a place designated by the Mortgagee and reasonably convenient to both parties, and promptly to deliver the Fixtures to the Mortgagee, or an agent or representative designated by it; the Mortgagee, and its agents and representatives, shall have the right to enter upon the premises and property of the Mortgagor to exercise the Mortgagee’s rights hereunder; and

(4)   sell, lease or otherwise dispose of the Fixtures, with or without having the Fixtures at the place of sale, and upon such terms and in such manner as the Mortgagee may determine (and the Mortgagee or any Lender may be a purchaser at any such sale).

(b)           Appointment of Receiver.  If a Default shall have occurred and be continuing, the Mortgagee, to the maximum extent permitted by law, shall be entitled, as a matter of right, to the appointment of a receiver of the Mortgage Estate, without notice or demand, and without regard to the adequacy of the security for the Obligations or the solvency of the Mortgagor.  The Mortgagor hereby irrevocably consents to such appointment and waives notice of any application therefor.  Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of the Mortgagee in case of entry and shall continue as such and exercise all such powers until the date of confirmation of sale of the Mortgage Estate, unless such receivership is sooner terminated.

(c)           Rents.  If a Default shall have occurred and be continuing, the Mortgagor shall, to the maximum extent permitted by law, pay monthly in advance to the Mortgagee, or to

any receiver appointed at the request of the Mortgagee to collect Rents, the fair and reasonable rental value for the use and occupancy of the Property, the Improvements and the Fixtures or of such part thereof as may be in the possession of the Mortgagor.  Upon default in the payment thereof, the Mortgagor shall vacate and surrender possession of the Property, the Improvements and the Fixtures to the Mortgagee or such receiver, and upon a failure so to do may be evicted by summary proceedings.

(d)        Sale.  In any sale under any provision of this Mortgage or pursuant to any judgment or decree of court, the Mortgage Estate, to the maximum extent permitted by law, may be sold in one or more parcels or as an entirety and in such order as the Mortgagee may elect, without regard to the right of the Mortgagor or any person claiming under the Mortgagor to the marshalling of assets.  The purchaser at any such sale shall take title to the Mortgage Estate or the part thereof so sold free and discharged of the estate of the Mortgagor therein, the purchaser being hereby discharged from all liability to see to the application of the purchase money.  Any person, including Mortgagee or any Lender, may purchase at any such sale.  Upon the completion of any such sale by virtue of this Section 4.02 the Mortgagee shall execute and deliver to the purchaser an appropriate instrument that shall effectively transfer all of the Mortgagor’s estate, right, title, interest, property, claim and demand in and to the Mortgage Estate or portion thereof so sold, but without any covenant or warranty, express or implied.  The Mortgagee is hereby irrevocably appointed the attorney-in-fact of the Mortgagor in its name and stead to make all appropriate transfers and deliveries of the Mortgage Estate or any portions thereof so sold and, for that purpose, the Mortgagee may execute all appropriate instruments of transfer, and may substitute one or more persons with like power, the Mortgagor hereby ratifying and confirming all that such attorneys or such substitute or substitutes shall lawfully do by virtue hereof.  Nevertheless, the Mortgagor shall ratify and confirm, or cause to be ratified and confirmed, any such sale or sales by executing and delivering, or by causing to be executed and delivered, to the Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Mortgagee, for such purpose, and as may be designated in such request.  Any sale or sales made under or by virtue of this Mortgage, to the extent not prohibited by law, shall operate to divest all the estate, right, title, interest, property, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in, to and under the Mortgage Estate, or any portions thereof so sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof, by, through or under the Mortgagor.  The powers and agency herein granted are coupled with an interest and are irrevocable.

(e)           Possession of Loan Documents Not Necessary.  All rights of action under the Loan Documents and this Mortgage may be enforced by the Mortgagee without the possession of the Loan Documents and without the production thereof at any trial or other proceeding relative thereto.

(f)            Power of Sale.  This Mortgage is on the STATUTORY CONDITION and upon the further condition of full and seasonable compliance of the Mortgagor with all of the terms, conditions, covenants and agreements set forth herein, for any breach of which the Mortgagee and its successors and assigns shall have the right of foreclosure and any and all other rights and remedies given to a mortgagee and secured party under the law of Maine, this Mortgage and any document it secures.  This Mortgage is given primarily for a business,

commercial or agricultural purpose.  Mortgagor, therefore, agrees that the Mortgagee and its successors and assigns shall have “THE STATUTORY POWER OF SALE” pursuant to the applicable provisions of Titles 14 and 33 of the Maine Revised Statutes of 1964, as said Statutes have been and shall be amended, which POWER is expressly incorporated herein by reference.  Mortgagor hereby represents that the Mortgagor is a limited liability company, and the Mortgagor is not the trustee of a trust.  Such Statutory Power of Sale shall be in addition to all rights and remedies set forth herein or available under applicable law.

Section 4.03.          Application of Proceeds.

(a)           Application of Proceeds Generally.  The proceeds of any sale made either under the power of sale hereby given or under a judgment, order or decree made in any action to foreclose or to enforce this Mortgage, or of any monies held by the Mortgagee hereunder shall, to the maximum extent permitted by law, be applied:

(i)    first to the payment of all costs and expenses of such sale, including the Mortgagee’s reasonable attorneys’ fees and disbursements;

(ii)   then to the payment of all charges, expenses and advances incurred or made by the Mortgagee in order to protect the Lien and estate of this Mortgage or the security afforded hereby;

(iii)  then to the payment in full of the Obligations, ratably in accordance with the respective amounts then due and owing or as the Lenders may otherwise agree;

and after payment in full of all Obligations any surplus remaining shall be paid to the Mortgagor or to whomsoever may be lawfully entitled to receive the same.

(b)           Liability for Deficiencies.  No sale or other disposition of all or any part of the Mortgage Estate pursuant to Section 4.02 shall be deemed to relieve the Mortgagor of its obligations under the Loan Agreement or any other Loan Document except to the extent the proceeds thereof are applied to the payment of such obligations.  Except as otherwise provided in the Loan Documents, if the proceeds of sale, collection or other realization of or upon the Mortgage Estate are insufficient to cover the costs and expenses of such realization and the payment in full of the Obligations, the Mortgagor shall remain liable for any deficiency.

Section 4.04.          Right to Sue.  The Mortgagee shall have the right from time to time to sue for any sums required to be paid by the Mortgagor under the terms of this Mortgage as the same become due, without regard to whether or not the Obligations shall be, or have become, due and without prejudice to the right of the Mortgagee thereafter to bring any action or proceeding of foreclosure or any other action upon the occurrence of any Default existing at the time such earlier action was commenced.

Section 4.05.          Powers of the Mortgagee.  The Mortgagee may at any time or from time to time (with the agreement of the Mortgagor) alter or modify the same in any way, or waive any of the terms, covenants or conditions hereof or thereof, in whole or in part, and may release any portion of the Mortgage Estate or any other security, and grant such extensions and indulgences in relation to the Obligations, or release any person liable therefor as the Mortgagee

may determine without the consent of any junior lienor or encumbrancer, without any obligation to give notice of any kind thereto, without in any manner affecting the priority of the Lien and estate of this Mortgage on or in any part of the Mortgage Estate, and without affecting the liability of any other person liable for any of the Obligations.

Section 4.06.          Remedies Cumulative.

(a)           Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Mortgagee is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy under this Mortgage, or under applicable law, whether now or hereafter existing; the failure of the Mortgagee to insist at any time upon the strict observance or performance of any of the provisions of this Mortgage or to exercise any right or remedy provided for herein or under applicable law, shall not impair any such right or remedy nor be construed as a waiver or relinquishment thereof.

(b)           Other Security.  The Mortgagee shall be entitled to enforce payment and performance of any of the obligations of the Mortgagor and to exercise all rights and powers under this Mortgage or under any Loan Document or any laws now or hereafter in force, notwithstanding that some or all of the Obligations may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, Lien, assignment or otherwise; neither the acceptance of this Mortgage nor its enforcement, whether by court action or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect the Mortgagee’s right to realize upon or enforce any other security now or hereafter held by the Mortgagee, it being stipulated that the Mortgagee shall be entitled to enforce this Mortgage and any other security now or hereafter held by the Mortgagee in such order and manner as the Mortgagee, in its sole discretion, may determine; every power or remedy given by the Loan Agreement, this Mortgage or any of the other Loan Documents to the Mortgagee, or to which the Mortgagee is otherwise entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Mortgagee, and the Mortgagee may pursue inconsistent remedies.

Section 4.07.          Waiver of Stay, Extension, Moratorium Laws; Equity of Redemption.  To the maximum extent permitted by law, the Mortgagor shall not at any time insist upon, or plead, or in any manner whatever claim or take any benefit or advantage of any applicable present or future stay, extension or moratorium law, that may affect observance or performance of the provisions of this Mortgage; nor claim, take or insist upon any benefit or advantage of any present or future law providing for the valuation or appraisal of the Mortgage Estate or any portion thereof prior to any sale or sales thereof that may be made under or by virtue of Section 4.02; and the Mortgagor, to the extent that it lawfully may, hereby waives all benefit or advantage of any such law or laws.  The Mortgagor for itself and all who may claim under it, hereby waives, to the maximum extent permitted by applicable law, any and all rights and equities of redemption from sale under the power of sale created hereunder or from sale under any order or decree of foreclosure of this Mortgage and (if a Default shall have occurred) all notice or notices of seizure, and all right to have the Mortgage Estate marshalled upon any foreclosure hereof.  The Mortgagee shall not be obligated to pursue or exhaust its rights or remedies as against any other part of the Mortgage Estate and the Mortgagor hereby waives any right or claim of right to have the Mortgagee proceed in any particular order.

Section 4.08.          No Waiver of Foreclosure.  Mortgagor agrees for itself and its successors and assigns that the acceptance, before the expiration of the right of redemption and after the commencement of foreclosure proceedings of this Mortgage, of insurance proceeds, eminent domain awards, Rents or anything else of value to be applied on or to the Obligations by the Mortgagee or the Lenders or any person or party holding under it shall not constitute a waiver of such foreclosure, and this agreement by Mortgagor shall be that agreement referred to in Section 6321 of Title 14 of the Maine Revised Statutes of 1964 as necessary to prevent such waiver of foreclosure.  This agreement by Mortgagor is intended to apply to the acceptance and application of any such proceeds, awards, Rents and other sums or anything else of value whether the same shall be accepted from, or for the account of, Mortgagor or from any other source whatsoever by the Mortgagee or any Lender or by any person or party holding under Mortgagee at any time or times in the future while any of the Obligations shall remain outstanding.

Section 4.09.          Assignment of Certain Easement Obligations.

Any foreclosure of this Mortgage shall constitute an express assignment from the Mortgagor to the Mortgagee or other party that acquires the Property pursuant to such foreclosure sale (the “Assignee”) of the Mortgagor’s obligations under the Easement Deed dated as of October 2, 2008 between Evergreen Wind Power V, LLC, and Maine Electric Power Company and recorded in the Penobscot County Registry of Deeds in Book 11553, Page 18 and the Use Agreement referenced therein, if any, and such acquisition of the Property pursuant to such foreclosure shall be deemed to be a written acceptance of all such assigned obligations by the Assignee.  Furthermore, Assignee shall give notice of any such acquisition of the Property pursuant to such foreclosure as may be required pursuant to the instruments identified on the attached Exhibit F.

ARTICLE 5

Miscellaneous

Section 5.01.          Release by Mortgagee.  Upon the termination of the Commitments under and as defined in the Loan Agreement and the payment in full of the Obligations, the Mortgagee shall release the Lien of this Mortgage, or upon the request of the Mortgagor, and at the Mortgagor’s expense, assign this Mortgage without recourse to the Mortgagor’s designee, or to the person or persons legally entitled thereto, by an instrument duly acknowledged in form for recording.  Upon any transfer by Mortgagor of title to all or any portion of the Mortgage Estate, which transfer is not prohibited by the Loan Documents, the Mortgagee shall, upon the request of the Mortgagor, execute and deliver a release (in recordable form) of the transferred property from the Lien of this Mortgage.  If all of the Mortgage Estate is so transferred, the Mortgagee shall completely release and discharge this Mortgage.

Section 5.02.          Notices.  All notices, demands, consents, requests or other communications (collectively, “notices”) that are permitted or required to be given by any party to the other hereunder shall be in writing and given in the manner specified in the Loan Agreement.

Section 5.03.          Amendments; Waivers; Etc.  This Mortgage cannot be modified, changed or discharged except by an agreement in writing, duly acknowledged in form for recording, signed by the Mortgagor and the Mortgagee with the consent of the Lenders as provided in the Loan Agreement.  For purposes hereof, a statement by the Mortgagee in any modification or supplement to this Mortgage to the effect that such modification or supplement has been consented to by the Lenders as provided in the Loan Agreement shall be conclusive evidence of such consent and it shall not be necessary for a copy of such consent to be recorded with such modification or supplement as a condition to such modification or supplement being recorded in the appropriate real estate records.

Section 5.04.          Successors and Assigns.  This Mortgage applies to, inures to the benefit of and binds the Mortgagor and the Mortgagee and their respective successors and assigns and shall run with the Property.

Section 5.05.          Captions.  The captions or headings at the beginning of Articles, Sections and paragraphs hereof are for convenience of reference and are not a part of this Mortgage.

Section 5.06.          Severability.  If any term or provision of this Mortgage or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Mortgage, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Mortgage shall be valid and enforceable to the maximum extent permitted by law.  If any portion of the Obligations shall for any reason not be secured by a valid and enforceable Lien upon any part of the Mortgage Estate, then any payments made in respect of the Obligations (whether voluntary or under foreclosure or other enforcement action or procedure or otherwise) shall, for purposes of this Mortgage (except to the

extent otherwise required by applicable law) be deemed to be made (i) first, in respect of the portion of the Obligations not secured by the Lien of this Mortgage, (ii) second, in respect of the portion of the Obligations secured by the Lien of this Mortgage, but which Lien is on less than all of the Mortgage Estate, and (iii) last, to the portion of the Obligations secured by the Lien of this Mortgage, and which Lien is on all of the Mortgage Estate.

Section 5.07.          Maximum Amount.  Notwithstanding anything contained in this Mortgage to the contrary, the maximum amount of principal indebtedness secured by this Mortgage at the time of execution hereof or which under any contingency may become secured by this Mortgage is $116,700,000 plus (a) taxes, charges or assessments which may be imposed by law upon the Mortgage Estate; (b) premiums on insurance policies covering the Mortgage Estate; and (c) expenses incurred in upholding the lien of this Mortgage, including, but not limited to (i) the expenses of any litigation to prosecute or defend the rights and liens created by this Mortgage; (ii) any amount, cost or charges to which the Mortgagee becomes subrogated, upon payment, whether under recognized principles of law or equity, or under express statutory authority after a Default and (iii) interest at the rate set forth in the Loan Documents.

Section 5.08.          Open End Mortgage.  As stated in the recitals of this Mortgage, the Obligations include both loans now existing under the Loan Agreement and future loans that may be advanced thereunder and Mortgagor’s obligations pursuant to the Security Agreement.  Pursuant to Maine’s Open-End Mortgage statute, Title 33 § 505 of the Maine Revised Statutes of 1964, as amended (herein called the “Open-End Mortgage Statute”), the aggregate principal amount of all debts or obligations secured hereby and remaining unpaid including “future advances” but not including “contingent obligations” or “protective advances” as such terms are defined in the Open-End Mortgage Statute, shall not at any time exceed $116,700,000, and the Mortgagor’s obligations under the Security Agreement shall be “contingent obligations” as defined in the Open-End Mortgage Statute and the maximum amount of such contingent obligations shall not at any time exceed $116,700,000 (collectively, the “Maximum Amounts”); provided, further, that nothing herein contained shall limit the amount secured by this Mortgage if such amount is increased by “protective advances” as defined in the Open-End Mortgage Statute.  All of the Obligations that are “future advances,” “contingent obligations” or “protective advances” as such terms are defined in the Open-End Mortgage Statute shall be secured by this Mortgage with the record priority set forth in the Open-End Mortgage Statute.  The Maximum Amounts shall only pertain to the record priority of the amount secured hereby pursuant to the Open-End Mortgage Statute and do not otherwise limit the amount of total obligations of Mortgagor secured hereby or limit the liability of Mortgagor to the Mortgagee or the Secured Parties for such total obligations.

Section 5.09.          Written Trust Agreement.  The provisions of the Loan Agreement relating to the Security Agent and its relationship to the Secured Parties are intended to constitute a written trust agreement for purposes of Title 33 § 851 of the Maine Revised Statutes of 1964, as amended.

Section 5.10.          Release of Mortgage.  Pursuant to Title 33 § 551 of the Maine Revised Statutes of 1964, as amended, Mortgagee shall, within 60 days after full performance of the conditions of this Mortgage, record a valid and complete release of this Mortgage together

with any instrument of assignment necessary to establish the Mortgagee’s record ownership of this Mortgage.

IN WITNESS WHEREOF, this Mortgage has been duly executed by the Mortgagor as of the day and year first above written.

EVERGREEN WIND POWER V, LLC,
a Delaware limited liability company
By:
	Name:
	Title:

COMMONWEALTH OF MASSACHUSETTS	)
	) ss.:
COUNTY OF MIDDLESEX	)

On this      day of                 , 2009 before me, the undersigned, a Notary Public in and for said State, personally appeared                             , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is subscribed to the within instrument and acknowledged to me that s/he executed the same in her/his capacity, and that by her/his, signature on the instrument, the individual(s) or the person(s) upon behalf of which the individual acted, executed the instrument.

Notary Public

Exhibit E-1

1

EXHIBIT A

Deeds Conveying Land to Mortgagor

1.Deed dated as of April 28, 2008 between Evergreen Wind Power V, LLC, and Donald Morin and Elizabeth A. Morin and recorded in the Penobscot County Registry of Deeds in Book 11379, Page 121.

2.Deed dated as of May 22, 2008 between Evergreen Wind Power V, LLC, and Huber Timer, LLC and recorded in the Penobscot County Registry of Deeds in Book 11403, Page 237.

3.     Deed dated as of May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co. and recorded in the Penobscot County Registry of Deeds in Book 11424, Page 100.

4.     Deed dated as of June 14, 2007 between Evergreen Wind Power V, LLC, and Ricky Deloge, Sr. and recorded in the Penobscot County Registry of Deeds in Book 11012, Page 347.

5.     Deed dated as of March 26, 2008 between Evergreen Wind Power V, LLC, and Harlan H. Whitney and Pauline D. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11338. Page 154.

6.     Deed dated as of June 24, 2008 between Evergreen Wind Power V, LLC, and Harlan H. Whitney and Pauline D. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11444, Page 114.

7.     Deed dated as of May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co. and recorded in the Penobscot County Registry of Deeds in Book 11424, Page 116.

8.     Deed dated as of June 24, 2008 between Evergreen Wind Power V, LLC, and Donald L. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11444, Page 112.

9.     Deed dated as of March, 11 2008 between Evergreen Wind Power V, LLC, and Donald L. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11322, Page 275.  Said deed being corrected by document dated June 24, 2008 and recorded in said Registry of Deeds in Book 11444, Page 110.

10.   Deed dated as of March 22, 2008 between Evergreen Wind Power V, LLC, and John R. Whitney and Deborah M. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11332, Page 340.

11.   Deed dated as of May 14, 2008 between Evergreen Wind Power V, LLC, and Robert Harmon, Jr. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 109.

12.   Deed dated as of April 10, 2008 between Evergreen Wind Power V, LLC, and Andrew G. Edwards and recorded in the Penobscot County Registry of Deeds in Book 11354, Page 291.

13.   Deed dated as of March 13, 2008 between Evergreen Wind Power V, LLC, and Gary A. Fleming and Cynthia Fleming and recorded in the Penobscot County Registry of Deeds in Book 11330, Page 56.

14.   Deed dated as of October 24, 2007 between Evergreen Wind Power V, LLC, and H C Haynes, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11226, Page 162.

15.   Deed dated as of October 30, 2004 between Evergreen Wind Power V, LLC, and Henry D. Provencher and recorded in the Penobscot County Registry of Deeds in Book 11187, Page 311.

16.   Deed dated as of May 7, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co. and recorded in the Penobscot County Registry of Deeds in Book 11386, Page 8.

17.   Deed dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 76.

18.   Deed dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 185.

19.   Deed dated as of March 11, 2008 between Evergreen Wind Power V, LLC, and Jamie Lee Steeves and recorded in the Penobscot County Registry of Deeds in Book 11320, Page 125.

20.   Deed dated as of November 6, 2007 between Evergreen Wind Power V, LLC, and Marjorie White Ghost and recorded in the Penobscot County Registry of Deeds in Book 11198, Page 46.

21.   Deed dated as of May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co., Inc. and McCrillis Timberlands, LLC and recorded in the Penobscot County Registry of Deeds in Book 11393, Page 96.

22.Deed dated as of March 18, 2008 between Evergreen Wind Power V, LLC, and Thomas E. Linscott and Karen B. Linscott and recorded in the Penobscot County Registry of Deeds in Book 11329, Page 273.

23.Deed dated as of July 3, 2008 between Evergreen Wind Power V, LLC, and J. Robert Hudson and recorded in the Penobscot County Registry of Deeds in Book 11474, Page 343.

EXHIBIT B

Instruments Conveying Easement Rights to Mortgagor

1.Easement dated October 10, 2008 between Evergreen Wind Power V, LLC, and Bangor Hydro Electric Company and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 77.

2.Easement dated as of October 2, 2008 between Evergreen Wind Power V, LLC, and Maine Electric Power Company and recorded in the Penobscot County Registry of Deeds in Book 11553, Page 18.

3.Easement dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 187.

4.Easement dated as of April 4, 2008 between Evergreen Wind Power V, LLC, and Loren A. Hale and Joyce M. Hale and recorded in the Penobscot County Registry of Deeds in Book 11351, Page 117.

5.     Easement dated as of March 13, 2008 between Evergreen Wind Power V, LLC, and Roscoe Tash and recorded in the Penobscot County Registry of Deeds in Book 11327, Page 236.

6.     Easement dated as of August 2, 2007 between Evergreen Wind Power V, LLC, and Elgin H. Turner and recorded in the Penobscot County Registry of Deeds in Book 11140, Page 1.

7.     Easement dated as of May 30, 2008 between Evergreen Wind Power V, LLC, and Edwin Tash, Sr. et al and recorded in the Penobscot County Registry of Deeds in Book 11418, Page 84.

8.     Easement dated April 15, 2008 between Evergreen Wind Power V, LLC, and The Gerrity Family Limited Partnership and recorded in the Penobscot County Registry of Deeds in Book 11360, Page 172.

9.     Easement dated as of March 4, 2008 between Evergreen Wind Power V, LLC, and Clayton J. McCarthy and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 56.

10.   Easement dated as of March 28, 2008 between Evergreen Wind Power V, LLC, and Elaine Reardon and recorded in the Penobscot County Registry of Deeds in Book 11360, Page 181.

11.   Easement dated as of February 28, 2008 between Evergreen Wind Power V, LLC, and Albert S. Ring and Linda M. Ring and recorded in the Penobscot County Registry of Deeds in Book 11348, Page 235.

12.   Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and H C Haynes, Inc. and recorded in the Penobscot County Register of Deeds in Book 11392, Page 72.

13.   Easement dated as of March 2, 2008 between Evergreen Wind Power V, LLC, and Edward F. Sargent, Jr. and recorded in the Penobscot County Registry of Deeds in Book 11348, Page 239.

14.   Easement dated as of February 25, 2008 between Evergreen Wind Power V, LLC, and Edward Whitney, III, AnneMarie B. Whitney, Scott E. Whitney, Mark J. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11329, Page 275.

15.   Easement dated as of March 6, 2008 between Evergreen Wind Power V, LLC, and Shepard V. Sloane-Trustee and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 46.

16.   Easement dated as of March 14, 2008 between Evergreen Wind Power V, LLC, and Royl M. Schoonover and Vanessa V. Schoonover and recorded in the Penobscot County Registry of Deeds in Book 11327, Page 239.

17.   Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 68.

18.   Easement dated as of March 4, 2008 between Evergreen Wind Power V, LLC, and Clayton J. McCarthy and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 51.

19.   Easement dated as of March 4, 2008 between Evergreen Wind Power V, LLC, and Hayden P. McCarthy and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 60.  Said easement being corrected by document dated June 26, 2008 and recorded in said Registry of Deeds in Book 11450, Page 2.

20.   Easement dated as of March 26, 2008 between Evergreen Wind Power V, LLC, and Northern Timbers, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11338, Page 146.

21.   Easement dated as of February 22, 2008 between Evergreen Wind Power V, LLC, and C N Brown Company and recorded in the Penobscot County Registry of Deeds in Book 11301, Page 268.

22.Easement dated as of January 17, 2008 between Evergreen Wind Power V, LLC, and Aroostook & Bangor Resources and recorded in the Penobscot County Registry of Deeds in Book 11275, Page 109.

23.Easement dated as of May 2, 2008 between Evergreen Wind Power V, LLC, and Richard A. Delaite and David W. Delaite and recorded in the Penobscot County Registry of Deeds in Book 11384, Page 320.

24.Easement dated as of March 11, 2008 between Evergreen Wind Power V, LLC, and Bion Tolman and recorded in the Penobscot County Registry of Deeds in Book 11322, Page 280.

25.Easement dated as of June 10, 2008 between Evergreen Wind Power V, LLC, and Jeffrey B. Vicaire and Rhonda J. Vicaire and recorded in the Penobscot County Registry of Deeds in Book 11426, Page 317.

26.Easement dated as of March 6, 2007 between Evergreen Wind Power V, LLC, and Joanne Adams and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 64.

27.Easement dated 2008 between Evergreen Wind Power V, LLC, and John M. Kyler and Joan E. H. Kyler and recorded in the Penobscot County Registry of Deeds in Book 11450, Page 21.

28.Easement dated as of March 6, 2008 between Evergreen Wind Power V, LLC, and Melvin L. Vicaire and Lynn Vicaire and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 68.

29.Easement dated as of February 21, 2008 between Evergreen Wind Power V, LLC, and Thomas B. Kates, Jr. and Walter W. Hughes and recorded in the Penobscot County Registry of Deeds in Book 11301, Page 261.

30.Easement dated as of February 25, 2008 between Evergreen Wind Power V, LLC, and William Ziehl and Rhonda Ziehl and recorded in the Penobscot County Registry of Deeds in Book 11311, Page 83.

31.Easement recorded March 25, 2008 between Evergreen Wind Power V, LLC, and Lucy Campbell, Susan Fort, David B. Campbell, Sheila Jean, Alan Bruce, and Linda Lucian and recorded in the Penobscot County Registry of Deeds in Book 11333, Page 117.

32.Easement between Evergreen Wind Power V, LLC, and Penobscot Forest, LLC and recorded in the Penobscot County Registry of Deeds in Book 11473, Page 276.

33.Easement dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 191.

34.Easement dated as of June 24, 2008 between Evergreen Wind Power V, LLC, and John Hagemeyer and Sylvia Hagemeyer and recorded in the Penobscot County Registry of Deeds in Book 11444, Page 105.

35.Assignment and Assumption dated as of June 6, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Electric Cooperative, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11420, Page 179.

36.Easement dated as of June 20, 2008 between Evergreen Wind Power V, LLC, and Naturals Rod & Gun Club and recorded in the Penobscot County Registry of Deeds in Book 11450, Page 6.

37.Easement dated as of September 19, 2008 between Evergreen Wind Power V, LLC, and State of Maine, Inland Fisheries and Wildlife and recorded in the Penobscot County Registry of Deeds in Book 11537, Page 290.

38.Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Haynes Timberland, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 94.

39.Easement dated as of April 17, 2008 between Evergreen Wind Power V, LLC, and Charles Alferes and Ethel Alferes-Trustees and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 205.

40.Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Haynes Timberland, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 86.

41.Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Haynes Timberland, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 90.

42.Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Ginger Maxwell and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 78, as corrected by Corrective Easement from Ginger Maxwell dated November 25, 2009 and recorded at said Registry in Book 11987, Page 189.

43.Easement dated as of July 31, 2008 between Evergreen Wind Power V, LLC, and John A. Dudley, III and Debra Dudley and recorded in the Penobscot County Registry of Deeds in Book 11486, Page 2.

44.Easement dated as of July 15, 2008 between Evergreen Wind Power V, LLC, and John E. Osgood and Susan Osgood and recorded in the Penobscot County Registry of Deeds in Book 11465, Page 80.

45.Easement dated as of March 18, 2008 between Evergreen Wind Power V, LLC, and Kevin R. Tozier and recorded in the Penobscot County Registry of Deeds in Book 11329, Page 278.

46.Easement dated as of May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Company and McCrillis Timberlands, LLC and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 103.

47.Easement dated as of February 21, 2008 between Evergreen Wind Power V, LLC, and Delia M. Parker and recorded in the Penobscot County Registry of Deeds in Book 11301, Page 264.

48.Easement dated as of March 10, 2008 between Evergreen Wind Power V, LLC, and Junior L. Smith and Christine C. Goldsmith and recorded in the Penobscot County Registry of Deeds in Book 11322, Page 277.

49.Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Estate of Herbert Haynes, by Personal Representative and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 82.

50.Easement dated as of January 15, 2008 between Evergreen Wind Power V, LLC, and Susan Claerbout and Kenneth Claerbout and recorded in the Penobscot County Registry of Deeds in Book 11284, Page 312.

51.Easement dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Herbert C.  Haynes, Jr. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 201.

52.Easement dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 196.

53.Easement dated as of February 15, 2008 between Evergreen Wind Power V, LLC, and Gardner Land Company, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11329, Page 282.

54.Easement dated as of March 21, 2008 between Evergreen Wind Power V, LLC, and Dennis Gould and Robert Yorks and recorded in the Penobscot County Registry of Deeds in Book 11332, Page 337.

55.Easement dated as of March 20, 2008 between Evergreen Wind Power V, LLC, and Eileen Marie Beaulieu and recorded in the Penobscot County Registry of Deeds in Book 11332, Page 334.

56.Easement dated as of August 28, 2008 between Evergreen Wind Power V, LLC, and Louis M. Coiro and Patricia R. Joyce Coiro and recorded in the Penobscot County Registry of Deeds in Book 11531, Page 217.

57.Easement dated as of March 26, 2008 between Evergreen Wind Power V, LLC, and Russell Brown and recorded in the Penobscot County Registry of Deeds in Book 11362, Page 184.

58.Easement rights reserved in a Deed dated as of March 24, 2008 between Evergreen Wind Power V, LLC, and Louis M. Coiro and recorded in the Penobscot County Registry of Deeds in Book 11531, Page 220.

59.Grant of Easements dated as of June 12, 2009 between Lakeville Shores, Inc. and Evergreen Wind Power V, LLC, recorded in the Washington County Registry of Deeds in Book 3543, Page 223.

EXHIBIT C

Crossing Agreements

1.Crossing Easement Agreement between Evergreen Wind Power V, LLC and Bangor Hydro Electric Company dated October 10, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 59.

2.Transmission Line Crossing Area Consent and Agreement between Evergreen Wind Power V, LLC and Bangor Hydro Electric Company dated October 10, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 41.

3.Overhead Wire Agreement dated May 1, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Railway Company and recorded in the Penobscot County Registry of Deeds in Book 11478, Page 169.

4.Transmission Line Crossing Area Consent and Agreement between Evergreen Wind Power V, LLC, and Bangor Hydro Electric Company dated October 10, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 37.

5.Overhead Wire Agreement dated May 1, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Railway Company and recorded in the Penobscot County Registry of Deeds in Book 11478, Page 166.

6.Overhead Wire Agreement dated May 15, 2008 between Evergreen Wind Power V, LLC, and Maine Central Railroad Company and recorded in the Penobscot County Registry of Deeds in Book 11414, Page 332.

7.Crossing Agreement dated June 6, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Electric Cooperative, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11420, Page 198.

EXHIBIT D

Access Easements

1.Easement dated July 16, 2008 between Evergreen Wind Power V, LLC and John R. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11467, Page 254.

2.Easement dated May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co. and recorded in the Penobscot County Register of Deeds in Book 11392, Page 98.

3.Easement dated May 2, 2008 between Evergreen Wind Power V, LLC, and Richard A. Delaite and recorded in the Penobscot County Register of Deeds in Book 11384, Page 323.

EXHIBIT E

Permits

1.Department of Environmental Protection Site Order dated March 18, 2008 and filed in the Penobscot County Registry of Deeds in Book 11345, Page 249.

2.State of Maine Utility Location Permits for multiple crossings all dated February 7, 2008 (Maine DOT Permits 51818, 51814, 51816, 51824, and 51820.

3.Town of Chester Utility Location Permit for crossing the Pea Ridge Road.

4.Town of Woodville Utility Location Permit dated May 12, 2008 for crossing the Butterfield Ridge Road and the River Road.

5.Town of Mattawamkeag Utility Location Permit dated May 22, 2008 for crossing the River Road.

6.Carroll Plantation Utility Location Permit dated April 28, 2008 for crossing in North Road.

EXHIBIT F

Notice Provisions

1.Easement dated October 10, 2008 between Evergreen Wind Power V, LLC, and Bangor Hydro Electric Company and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 77.

2.Overhead Wire Agreement dated May 1, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Railway Company and recorded in the Penobscot County Registry of Deeds in Book 11478, Page 169.  .

3.Overhead Wire Agreement dated May 1, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Railway Company and recorded in the Penobscot County Registry of Deeds in Book 11478, Page 166.

4.Overhead Wire Agreement dated May 15, 2008 between Evergreen Wind Power V, LLC, and Maine Central Railroad Company and recorded in the Penobscot County Registry of Deeds in Book 11414, Page 332.

5.Easement between Evergreen Wind Power V, LLC, and Penobscot Forest, LLC and recorded in the Penobscot County Registry of Deeds in Book 11473, Page 276.

6.Easement dated as of June 20, 2008 between Evergreen Wind Power V, LLC, and Naturals Rod & Gun Club and recorded in the Penobscot County Registry of Deeds in Book 11450, Page 6.

EXECUTION FORM

EXHIBIT E-2

to Financing Agreement

FORM OF BORROWER PLEDGE AND SECURITY AGREEMENT

(See Tab      )

PLEDGE AND SECURITY AGREEMENT

among

STETSON HOLDINGS, LLC,
as Borrower

and

EVERGREEN WIND POWER V, LLC

and

STETSON WIND II, LLC,

each as a Project Company

and

BNP PARIBAS]
as Security Agent

Dated as of December [    ], 2009

TABLE OF CONTENTS

Section 1.	Definitions	2
Section 2.	Pledge and Grant of Security Interest	2
Section 3.	Delivery of Collateral	15
Section 4.	Obligations Secured	15
Section 5.	Use of Collateral	15
Section 6.	Remedies	15
Section 7.	Remedies Cumulative; Delay Not Waiver	18
Section 8.	Representations and Warranties of Borrower	19
Section 9.	Covenants of Borrower	22
Section 10.	Voting Rights	24
Section 11.	Certain Consents and Waivers	24
Section 12.	Project Companies’ Consent and Covenant	25
Section 13.	Attorney-in-Fact	26
Section 14.	Perfection; Further Assurances	29
Section 15.	Notices	30
Section 16.	Continuing Assignment and Security Interest; Transfer of Notes	30
Section 17.	Termination of Security Interest	31
Section 18.	Severability	31
Section 19.	Successors and Assigns	31
Section 20.	No Amendment, Modification	31
Section 21.	Headings	32
Section 22.	Liability	32
Section 23.	References to Other Documents	32
Section 24.	Governing Law	32
Section 25.	Execution in Counterparts	32
Section 26.	Reinstatement	32
Section 27.	Third Party Rights	33
Section 28.	Conflict Among Agreements	33
Section 29.	Waiver of Jury Trial	33

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PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into as of December [    ], 2009, by and among Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), Evergreen Wind Power V, LLC, a Delaware limited liability company and Stetson Wind II, LLC, a Delaware limited liability company (each a “Project Company”, and collectively “Project Companies”), and BNP Paribas, as Security Agent (together with its successors and assigns in such capacity, “Security Agent”) for each of the Secured Parties.

RECITALS

A.            Borrower has entered into that certain Financing Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), among Borrower, the financial institutions from time to time parties thereto (collectively, “Lenders”), the Security Agent, BNP Paribas, as joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, and Issuing Bank and HSH Nordbank AG, New York Branch, as Joint Lead Arranger, Joint Bookrunner and as Co-Syndication Agent, pursuant to which the Lenders and the Issuing Bank have agreed to extend credit to Borrower in the amounts specified and on the terms and subject to the conditions set forth therein.

B.            Borrower is the sole member of each Project Company and owns one hundred percent (100%) of all issued and outstanding membership interests in each Project Company (collectively, the “Membership Interest”), with respect to Evergreen Wind Power V, LLC, pursuant to that certain First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power  V, LLC, dated as of April 2, 2007, as amended by that certain First Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of December 11, 2008, as modified by that certain Membership Interest Transfer Agreement of Evergreen Wind Power V, LLC, dated as of July 17, 2009, as further amended by that certain Second Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of July 17, 2009, and as further amended by that certain Third Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of the date hereof; and with respect to Stetson Wind II, LLC, pursuant to that certain Limited Liability Company Agreement of Stetson Wind II, LLC, dated July 3, 2007, as amended by that certain First Amendment to Limited Liability Company Agreement of Stetson Wind II, LLC, dated December 11, 2008, and as further amended by that certain Second Amendment to Limited Liability Company Agreement of Stetson Wind II, LLC, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, each an “LLC Agreement”, and collectively, the “LLC Agreements”).

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C.            Borrower will gain an economic benefit from the extension of credit to be made under the Financing Agreement and desires that the Issuing Bank and the Lenders enter into the Financing Agreement.

D.            It is a condition precedent to the effectiveness of the Financing Agreement that the parties hereto shall have executed and delivered this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing premises, and in order to induce the Lenders and the Issuing Bank to enter into the Financing Agreement and to make the Loans and the extension of credit contemplated by the Financing Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and each Project Company hereby agree with Security Agent, for the benefit of Security Agent and the Secured Parties, as follows:

Section 1. Definitions.

Unless otherwise defined herein, all capitalized terms used in this Agreement (including the preamble and recitals), shall have the meanings provided in the Financing Agreement, or, if not defined therein, shall have the meanings provided in the Uniform Commercial Code, as the same from time to time shall be in effect in the State of New York (the “UCC”); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any Collateral (as defined below) is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions.  The Rules of Interpretation contained in Exhibit A to the Financing Agreement shall apply to this Agreement.

(a)Certain Uniform Commercial Code Terms.  As used herein, the terms “Accession”, “Account”, “As-Extracted Collateral”, “Chattel Paper”, “Commodity Account”, “Commodity Contract”, “Deposit Account”, “Commercial Tort Claim”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit Right”, “Motor Vehicle”, “Payment Intangible”, “Proceeds”, “Promissory Note” and “Software” have the respective meanings set forth in Article 9 of the UCC, and the terms “Certificated Security”, “Financial Asset”, “Securities Account”, “Securities Intermediary”, “Security”, “Security Certificate”, “Security Entitlement” and “Software” have the respective meanings set forth in Article 8 of the UCC.

Section 2. Pledge and Grant of Security Interest.

(a)Granting Clause.  To secure the timely payment and performance of the Obligations, Borrower does hereby assign, grant and pledge to Security

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Agent, for the benefit of the Secured Parties, a continuing security interest in all estate, right, title and interest of Borrower in, to and under all assets of Borrower, whether now owned or hereafter existing or acquired, including all the estate, right, title and interest of  Borrower in, to and under the following (collectively, the “Collateral”):

(i)        each of the agreements and documents listed on Exhibit A, in each case, as amended, amended and restated, supplemented or otherwise modified from time to time (each, an “Assigned Agreement” and collectively, the “Assigned Agreements”) and all of Borrower’s rights thereunder;

(ii)        all Accounts;

(iii)        all As-Extracted Collateral;

(iv)        all Chattel Paper (including Electronic Chattel Paper);

(v)        all Deposit Accounts;

(vi)        all Documents;

(vii)        all Equipment (including, for the avoidance of doubt, all wind turbines);

(viii)        all Fixtures;

(ix)        all General Intangibles;

(x)        all Goods not covered by the other clauses of this Section 2, if any;

(xi)        all Instruments, including all Promissory Notes;

(xii)        all inventions, processes, production methods, proprietary information (including operating data and wind resource data related to the Project), know how, maps, plans, specifications, architectural, engineering, construction or shop drawings, route surveys, engineering reports, manuals and similar materials in which Borrower has an interest, and all payment and performance bonds or warranties or guaranties relating to the Project and all of Borrower’s rights under and in patents, patent licenses, copyrights, trademarks and trade names, trade secrets and any replacements, renewals or substitutions for any of the foregoing (collectively, “Intellectual Property”);

(xiii)        all Inventory;

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(xiv)        all Motor Vehicles;

(xv)        all Investment Property not covered by other clauses of this Section 2, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;

(xvi)        all Letter-of-Credit Rights;

(xvii)        Payment Intangibles;

(xviii)        Software;

(xix)        all Commercial Tort Claims arising out of, relating to or in connection with all or any part of the Inventory, Equipment or Documents of Borrower;

(xx)        all cash and cash instruments;

(xxi)        all other tangible and intangible personal property whatsoever of the Borrower; and

(xxii)(a) the Membership Interest and any and all certificates representing the Membership Interest (“Membership Certificates”) as listed on Annex A attached hereto, and all dividends, cash, options, warrants, instruments, chattel paper, other rights and property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for the Membership Interest; (b) all additional membership interests, shares of stock or other equity interest of Borrower in any Project Company, at any time acquired by Borrower in any manner, and the certificates representing such additional membership interests, shares or other equity interest of Borrower in such Project Company (any such additional membership interests, shares or other equity interest of Borrower in such Project Company shall constitute part of the Membership Interest), and all dividends, cash, options, warrants, instruments, chattel paper, other rights and property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such membership interests, shares or other equity interest of Borrower in such Project Company; (c) all of Borrower’s rights to receive income, gain, profit, loss or other items allocated or distributed to Borrower under the LLC Agreements; (d) all rights to receive all distributions of any nature whatsoever from any Project Company with respect to such Membership Interest, if any; (e) all of Borrower’s capital or ownership interest, including capital accounts, in each Project Company, and all accounts,

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deposits or credits of any kind with each Project Company related to or required in connection with the Membership Interest; (f) all of Borrower’s voting rights in (if any), or rights to control or direct the affairs (if any), of each Project Company; (g) all of Borrower’s right, title and interest, as a member of each Project Company, in or to any and all of each Project Company’s assets or properties; (h) all other right, title and interest in or to each Project Company, and all rights to receive income, profit or other distributions from each Project Company, of any nature whatsoever, in each case, as such rights are derived from Borrower’s Membership Interest in each Project Company; (i) all claims of Borrower for damages arising out of or for breach of or default relating to the Collateral (including under or in connection with the LLC Agreements); (j) all rights of Borrower to terminate, amend, supplement, modify or waive performance under the LLC Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (k) without affecting the obligations under any provision prohibiting that action under any Financing Document, in the event of any consolidation or merger involving any Project Company in which such Project Company is not the surviving entity, (x) all shares, securities, membership, partnership or ownership interests of the successor entity formed by or resulting from that consolidation or merger, and (y) all other consideration (including all personal property, tangible or intangible) received in exchange for such Collateral; (l) all of Borrower’s interests in the Applicable Permits, if any, to the extent permitted by applicable Governmental Rules; (m) all of Borrower’s right, title and interest in the Collateral (including under or in connection with the LLC Agreements); and

(xxiii)         all Proceeds of any of the Collateral, all Accessions to and substitutions and replacements for, any of the Collateral, and all offspring, rents, profits and products of any of the Collateral.

The foregoing notwithstanding, the term “Collateral” shall not include (i) contracts and agreements which by their terms or by operation of law prohibit or do not allow assignment or which would become void solely by virtue of a security interest being granted therein, in each case only for so long as such restriction is in place and no such restriction was agreed with the intent to undermine the security interest granted therein, or (ii) any Applicable Permits or other permits or any insurance policies that by their terms or by operation of law would become void, voidable, terminable or revocable or in respect of which Borrower would be deemed to be in breach or default thereunder if pledged or assigned hereunder or if a security interest therein were granted hereunder, to the extent necessary to avoid such voidness, voidability, revocability, breach or default.

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(b)Nature of Security Interest.  The granting of the foregoing security interest does not make Security Agent or any Secured Party a successor to Borrower as a member in any Project Company, and none of Security Agent, any Secured Party or any of their successors or assigns hereunder shall be deemed to have become a member in any Project Company by accepting this Agreement or exercising any right granted herein unless and until such time, if any, when Security Agent, any Secured Party or any such successor or assign expressly becomes a member in any Project Company after a foreclosure upon the Collateral.  Notwithstanding anything herein to the contrary, none of Security Agent, the Secured Parties, or any of their successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any Project Company or of Borrower by virtue of the security interest granted hereunder (except to the extent, if any, that Security Agent, any Secured Party or any of their successors or assigns hereafter expressly becomes a member in any Project Company).

(c)Delivery of Agreements.  Borrower has heretofore delivered or concurrently with the delivery hereof is delivering to Security Agent, an executed counterpart or certified copy of each LLC Agreement and each of the Assigned Agreements in existence on the date hereof.  Borrower will likewise, to the extent required under the Financing Agreement deliver to Security Agent a copy of an executed counterpart or certified copy of each Additional Project Document and each future lease or future easement relating to the Project or any part thereof and amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Borrower promptly upon the execution thereof.  Notwithstanding anything to the contrary contained herein, no such Additional Project Document, or material future lease, or other material agreement related to the Project may be entered into by Borrower without the prior written approval of Security Agent, except as otherwise permitted under the Financing Agreement and the LLC Agreements, as applicable.

(d)Continuing Liability Under Agreements.  Notwithstanding anything to the contrary contained herein, (a) Borrower shall remain liable under each LLC Agreement and each Assigned Agreement  to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and (b) Security Agent shall have no obligation or liability under any of such agreements by reason of or arising out of this Agreement, nor shall Security Agent be required or obligated in any manner to perform or fulfill any obligations of Borrower thereunder or to make any payment or inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time.

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(e)Consent to Transfer:  Borrower, as the sole member of each Project Company, hereby irrevocably consents (for all purposes under the LLC Agreements) to the transfer of the Membership Interest of each Project Company to any Person upon exercise by the Security Agent of its remedies in accordance with the provisions of Section 6.

(f)Defaults Under Assigned Agreements.  If a default by Borrower under any of the Assigned Agreements shall occur and be continuing, and if such default could reasonably be expected to result in a Material Adverse Effect as determined by Administrative Agent (with consent of Required Applicable Lenders), then, upon ten (10) Business Days’ notice to Borrower (or, if the applicable Assigned Agreement has a cure period of less than twenty (20) days with respect to defaults, then such ten (10) Business Days notice period shall be reduced to the number of days which is half of the number of days provided to cure any such default under such Assigned Agreement), Security Agent shall, at its option, be permitted (but not obligated) to remedy any such default either pursuant to the terms of any Consent in respect of such Assigned Agreement or otherwise by giving written notice of such intent to Borrower and to the parties to the Assigned Agreement or Assigned Agreements for which Security Agent intends to remedy the default.  After giving such notice of its intent to cure such default and upon the commencement thereof, Security Agent will proceed to cure such default.  Any cure by Security Agent of Borrower’s default under any of the Assigned Agreements shall not be construed as an assumption by Security Agent or any other Secured Party of any obligations, covenants or agreements of Borrower under such Assigned Agreement or any other Assigned Agreement, and neither Security Agent nor any other Secured Party shall be liable to Borrower or any other Person as a result of any actions undertaken by Security Agent in curing or attempting to cure any such default, except as otherwise set forth in the Financing Agreement or any applicable Consent.  This Agreement shall not be deemed to release or to affect in any way the obligations of Borrower under the Assigned Agreements.

(g)Intellectual Property.  For the purpose of enabling Security Agent to exercise its rights, remedies, powers and privileges under Section 6 at that time or times as Security Agent is lawfully entitled to exercise those rights, remedies, powers and privileges, and for no other purpose, Borrower hereby grants to Security Agent, to the extent assignable or licensable in a manner consistent with this Agreement and without payment of any royalty or compensation, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to Borrower) to use, assign, license or sublicense any of the Intellectual Property of Borrower, together with reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout of those items.

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(h)Preservation of Security Interests.  Borrower shall:

(i)        upon the acquisition after the date of this Agreement by Borrower of any Certificated Securities, Instruments, Deposit Accounts, other Investment Property, Electronic Chattel Paper, Letter-of Credit Rights, Motor Vehicles or other Equipment covered by a certificate of title or ownership promptly (x) take such action with respect to that Collateral as is specified for that type of Collateral in Section 14 and (y) take all such other actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as Security Agent may reasonably request to create, perfect and establish the priority of the liens granted by this Agreement in any and all of the Collateral, to preserve the validity, perfection or priority of the liens granted by this Agreement in any and all of the Collateral or to enable Security Agent to exercise its remedies, rights, powers and privileges under this Agreement.

(ii)        upon Borrower’s acquiring, or otherwise becoming entitled to the benefits of, any Intellectual Property or upon or prior to Borrower’s filing, either directly or through Security Agent, any licensee or any other designee, of any application with any Governmental Authority for any Intellectual Property, in each case after the date of this Agreement, execute and deliver such contracts, agreements and other instruments as Security Agent may reasonably request to create, perfect and establish the priority of the liens granted by this Agreement in that Intellectual Property.

(iii)        whether with respect to Collateral as of the date of this Agreement or Collateral in which Borrower acquires rights in the future, authorize, give, authenticate, execute, deliver, file or record any and all financing statements, notices, contracts, agreements or other records or instruments, obtain any and all Applicable Permits, and take all such other actions, as are necessary or as Security Agent may reasonably request to create, perfect and establish the priority of the liens granted by this Agreement in any and all of the Collateral, to preserve the validity, perfection or priority of the liens granted by this Agreement in any and all of the Collateral or to enable Security Agent to exercise and enforce its remedies, rights, powers and privileges under this Agreement.

(iv)        furnish to Security Agent from time to time statements and schedules further identifying and describing the Collateral pledged by Borrower hereunder and such other reports in connection with the Collateral pledged by Borrower hereunder as Security Agent may reasonably request, all in reasonable detail.

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(i)Commercial Tort Claims.  Borrower agrees that, if it shall acquire any interest in any Commercial Tort Claim (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) Borrower shall, immediately upon such acquisition, deliver to Security Agent, in each case in form and substance reasonably satisfactory to Security Agent, a notice of the existence and nature of such Commercial Tort Claim containing a reasonably specific description of such Commercial Tort Claim, certified by Borrower as true, correct and complete, (ii) the provisions of Section 2 shall apply to such Commercial Tort Claim (and Borrower authorizes Security Agent to supplement this Agreement with a description of such Commercial Tort Claim if Borrower fails to deliver the supplement described in clause (i)), and (iii) Borrower shall execute and deliver to Security Agent, in each case in form and substance reasonably satisfactory to Security Agent, any certificate, agreement and other document, and take all other action, deemed by Security Agent to be reasonably necessary or appropriate for Security Agent to obtain, on behalf of the Secured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims.

(j)Obligations Unconditional.  The obligations of Borrower under this Agreement shall be continuing, irrevocable, absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any Financing Document or any other agreement or instrument referred to therein or herein, or any substitution, release or exchange of any guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of all Obligations, subject to Section 2(l)), it being the intent of this Section 2(j) that the obligations of Borrower hereunder shall be absolute and unconditional under any and all circumstances.  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Borrower hereunder, which shall remain absolute and unconditional as described above without regard to and not be released, discharged or in any way affected (whether in full or in part) by:

(i)        at any time or from time to time, without notice to Borrower, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(ii)        any of the acts mentioned in any of the provisions of any Financing Document shall have occurred;

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(iii)        the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any Financing Document or any other agreement or instrument referred to therein or herein shall be waived or any guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv)        any lien granted to, or in favor of, Security Agent as security for any of the Obligations shall fail to be perfected; or

(v)        any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Security Agent, Borrower, any Project Company or any other Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligations (or any interest on all or any part of the Obligations) in or as a result of any such proceeding.

Should, after the occurrence and during the continuation of an Event of Default, any money due or owing under this Agreement not be recoverable from Borrower for any reason, whether by operation of law or otherwise, then, in any such case, such money shall nevertheless be recoverable by Security Agent from the proceeds of the Collateral as though Borrower were the principal debtor in respect thereof and not merely a pledgor hereunder.

(k)Waiver.

(i)        Borrower hereby expressly waives promptness, diligence, presentment, demand for payment or performance and protest; filing of claims with any court; any proceeding to enforce any provision of the Financing Documents; notice of acceptance of and reliance on this Agreement by the Secured Parties, notice of the creation of any Obligations of Borrower or any Project Company, and any other notice whatsoever (other than those specifically provided under the Financing Documents); any requirement that Security Agent exhaust any right, power or remedy or proceed or take any other action against any Project Company under any Financing Document to which it is a party or any lien or encumbrance on, or any claim of payment against, any property of any Project Company or any other agreement or instrument referred to therein, or any other Person under any guarantee of, or lien securing, or claim for payment of, any of the Obligations; any right to require a proceeding by Security Agent first against any Project Company whether to marshal any assets or to exhaust any right or take any action against any Project Company or any other

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Person or any collateral or otherwise, any diligence in collection or protection for realization upon any Obligation, any obligation hereunder or any collateral security for any of the foregoing; any right of protest, presentment, notice or demand whatsoever, and any claims of waiver, release, surrender, alteration or compromise and all defenses, set-offs, counterclaims, recoupments, reductions, limitations, impairments or terminations, whether arising hereunder or otherwise.  Borrower further waives (A) any requirement that any other Person be joined as a party to any proceeding for the enforcement by Security Agent of any Obligation and (B) the filing of claims by Security Agent in the event of the receivership or bankruptcy of Borrower or any Project Company.  Security Agent shall have the right to bring suit directly against Borrower with respect to the obligations owed to Security Agent hereunder either prior to or concurrently with any lawsuit against, or without bringing any suit against Borrower, any Project Company or any other Person.

(ii)        The enforceability and effectiveness of this Agreement and the liability of Borrower, and the rights, remedies, powers and privileges of Security Agent, under this Agreement shall not be affected, limited, reduced, discharged or terminated, and Borrower hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising by reason of:

A.the illegality, invalidity or unenforceability of all or any part of the Obligations, any Financing Document or any agreement, security document, guarantee or other instrument relating to all or any part of the Obligations;

B.any disability or other defense with respect to all or any part of the Obligations of any Project Company or Borrower, including the effect of any statute of limitations that may bar the enforcement of all or any part of the Obligations;

C.the illegality, invalidity or unenforceability of any security or guarantee for all or any part of the Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien or encumbrance on any collateral for all or any part of the Obligations;

D.the cessation, for any cause whatsoever, of the liability of any Project Company that is a guarantor of all or any part of the Obligations (other than, subject to Section 2(l), by reason of the full payment and performance of all Obligations);

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E.other than notice expressly required under this Agreement, any failure of Security Agent to give notice of sale or other disposition of any collateral (including any notice of any judicial or nonjudicial foreclosure or sale of any interest in real property serving as collateral for all or any part of the Obligations) for all or any part of the Obligations to any Project Company, Borrower or any other Person or any defect in, or any failure by any Project Company, Borrower or any other Person to receive, any notice that may be given in connection with any sale or disposition of any collateral for all or any part of the Obligations;

F.any failure of Security Agent to comply with applicable laws in connection with the sale or other disposition of any collateral (other than the Collateral) for all or any part of the Obligations;

G.any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real property or other collateral serving as security for all or any part of the Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of any Project Company or Borrower or may preclude any Project Company or Borrower from obtaining reimbursement, contribution, indemnification or other recovery from any Project Company or Borrower or any other Person and even though such Project Company or Borrower may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;

H.any act or omission of Security Agent or any other Person that directly or indirectly results in or aids the discharge or release of Borrower or any Project Company or any part of the Obligations or any security or guarantee (including any letter of credit) for all or any part of the Obligations by operation of law or otherwise;

I.any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation;

J.any counterclaim, set-off or other claim which Borrower has or alleges to have with respect to all or any part of the Obligations;

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K.any failure of Security Agent to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person;

L.the election by Security Agent, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code;

M.any extension of credit or the grant of any lien or encumbrance under Section 364 of the United States Bankruptcy Code;

N.any use of cash collateral under Section 363 of the United States Bankruptcy Code;

O.any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;

P.the avoidance of any lien or encumbrance in favor of Security Agent for any reason;

Q.any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligations (or any interest on all or any part of the Obligations) in or as a result of any such proceeding; or

R.any action taken by Security Agent that is authorized by this Section 2(k) or otherwise in this Agreement or by any other provision of any Financing Document or any omission to take any such action.

(l)Reinstatement.  The obligations of Borrower under this Section 2 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Borrower in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.  Borrower agrees that it will indemnify Security Agent on demand for all reasonable costs and expenses (including reasonable and reasonably documented fees of counsel) incurred by Security Agent in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

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(m)Subrogation.  Borrower hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under any bankruptcy, insolvency or other similar law) or otherwise by reason of any payment by it pursuant to the provisions of this Section 2 and further agrees for the benefit of Security Agent that any such payment by it shall be characterized as a contribution of capital by Borrower to the applicable Project Company (or an investment in the equity capital of the applicable Project Company by Borrower).  If any amount shall be paid to Borrower on account of such subrogation rights at any time prior to the indefeasible and unconditional payment, discharge or performance in full of the Obligations, such amount shall be held in trust for the benefit of Security Agent (if applicable) and shall forthwith be paid to Security Agent to be credited and applied upon and against the Obligations, to the extent then matured, in accordance with the terms of the relevant Financing Documents or, to the extent not then matured or existing, be held by Security Agent as collateral security for the Obligations.

(n)Remedies.  Borrower agrees that, as between Borrower and Security Agent, any Obligations of Borrower to the Secured Parties under any of the Financing Documents to which it is a party may be declared to be forthwith due and payable notwithstanding any stay, injunction or other prohibition preventing such declaration (or such Obligations from becoming automatically due and payable) as against Borrower or any Project Company, and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by Borrower or any Project Company) shall forthwith become due and payable by Borrower for purposes of this Agreement.  For the avoidance of doubt, it is understood and agreed that any amount payable by Borrower pursuant to the immediately preceding sentence may be applied to the payment or prepayment (as the case may be) of the Obligations of Borrower or any Project Company, as applicable (whether or not due and payable).  Each of the obligations of Borrower under this Agreement is separate and independent of each other obligation of Borrower hereunder and separate and independent of the Obligations, and Borrower agrees that a separate action or actions may be brought and prosecuted by Security Agent against Borrower to enforce this Agreement, irrespective of whether any action is brought by Security Agent against Borrower or any Project Company under any relevant Financing Document or whether Borrower or any Project Company is joined in any such action or actions.

(o)Continuing Obligation.  The obligations of Borrower provided in this Section 2 are continuing obligations and shall apply to all Obligations whenever arising.

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Section 3. Delivery of Collateral.

All Membership Certificates, instruments or other documents representing or evidencing the Membership Interest, if any, shall be endorsed for transfer or accompanied by duly executed instruments of transfer or assignments in blank, all in a form satisfactory to Security Agent, and shall be delivered promptly to Security Agent or its nominee upon execution of this Agreement.  Security Agent shall have the right, at any time in its discretion and without prior notice to Borrower, but only following the occurrence and during the continuance of an Event of Default, to transfer to or register in the name of Security Agent or its nominee, any or all such certificates, instruments or other documents, provided, that Security Agent shall promptly notify Borrower and the applicable Project Company of such transfer or registration.  Such certificates, instruments and other documents representing the Membership Interest shall be returned to Borrower promptly upon satisfaction of the Obligations.

Section 4. Obligations Secured.

This Agreement and all of the Collateral hereunder assigned to Security Agent, for the benefit of the Secured Parties, secures the payment and performance when due of all Obligations to Security Agent and the other Secured Parties under the Financing Documents.

Section 5. Use of Collateral.

Except for the Membership Certificates, so long as no Event of Default has occurred and is continuing, Borrower reserves the right to, and shall be entitled to, use and possess the Collateral and exercise all of its right, title and interest in, to and under the Collateral, including under the LLC Agreements and to receive and use (subject to the terms of the Financing Agreement) all income, profit and other distributions in respect of the Collateral.  Provided that no Event of Default shall have occurred and be continuing, Borrower shall be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property of the Project Companies in the ordinary course of its business to the extent permitted by the Financing Agreement and the other Operative Documents.

Section 6. Remedies.

(a)Subject to the terms of the Financing Documents, if any Event of Default has occurred and is continuing, Security Agent shall have the right, at its election and at the direction of the Required Applicable Lenders, but not the obligation, to do any of the following:

(i)        declare any or all amounts payable by Borrower under the Financing Documents to be due and payable immediately, and thereupon the same shall become immediately due and payable;

(ii)        subject to Section 10, vote or exercise any and all of Borrower’s rights or powers under the LLC Agreements including

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any of Borrower’s rights or powers to manage or control the Project Companies;

(iii)        demand, sue for, collect or receive any money or property at any time payable to or receivable by Borrower on account of or in exchange for all or any part of the Collateral;

(iv)        cause any action at law or suit in equity or other proceeding to be instituted and prosecuted to collect any Collateral or enforce any Obligation or rights hereunder or included in the Collateral, including specific enforcement of any covenant or agreement contained herein or in the LLC Agreements, or to foreclose or enforce the security interest in all or any part of the Collateral granted herein, or to enforce any other legal or equitable right vested in it by this Agreement or by law;

(v)        sell or otherwise dispose of any or all of the Collateral or cause any or all of the Collateral to be sold or otherwise disposed of in one or more sales or transactions, at such prices as Security Agent may deem commercially reasonable, and for cash or on credit or for future delivery, without assumption of any credit risk, at any broker’s board or at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (except such notice which under applicable law cannot be waived, in which case such notice shall be in accordance with the provisions hereof to the extent permitted by applicable law), it being agreed that Security Agent may be a purchaser on behalf of the Secured Parties or on its own behalf at any such sale and that Security Agent, any Secured Party or any other Person who may be a bona fide purchaser for value of any or all of the Collateral without notice of any claims on any or all of the Collateral so sold shall thereafter hold the same absolutely free from any claim or right of whatsoever kind, including any equity of redemption, of Borrower or any Project Company, any such demand, notice or right and equity being hereby expressly waived and released;

(vi)        incur reasonable expenses, including reasonable attorneys’ fees, consultants’ fees, and other costs appropriate to the exercise of any right or power under this Agreement;

(vii)        perform any obligation of Borrower hereunder, under any other Financing Document, under the LLC Agreements or the Assigned Agreements, and make payments, purchase, contest or compromise any encumbrance, charge, or lien, and pay taxes and expenses, without, however, any obligation to do so;

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(viii)        secure the appointment of a receiver for Borrower, of the Project or any part thereof and/or the Collateral or any part thereof without prior notice to Borrower or any Project Company;

(ix)        proceed to protect and enforce the rights vested in it by this Agreement, including the right to cause all revenues hereby pledged as security and all other moneys pledged hereunder to be paid directly to it, and to enforce its rights hereunder to such payments and all other rights hereunder by such appropriate judicial proceedings as it shall deem most effective to protect and enforce any of such rights, either at law or in equity or otherwise, whether for specific enforcement of any covenant or agreement, or in aid of the exercise of any power therein or herein granted, or for any foreclosure hereunder and sale under a judgment or decree in any judicial proceeding, or to enforce any other legal or equitable right vested in it by this Agreement or by law;

(x)        require Borrower to assemble the Collateral at the expense of Borrower and (to the extent moveable) make it available to Security Agent at a place to be designated by Security Agent which is reasonably convenient to both parties;

(xi)        require Borrower to take any actions that are necessary or requested by Security Agent to preserve the value of the Collateral and the validity, perfection or priority of the liens granted by this Agreement in any portion of the Collateral;

(xii)        take possession of the Collateral (other than the membership Certificates that have been delivered to Security Agent pursuant to Section 3) and render it usable, and repair and renovate the same, without, however, any obligation to do so, and enter upon the property of Borrower or any other location where the same may be located for that purpose, control, manage, operate, rent and lease the Collateral and apply the same in accordance with the the Financing Documents; or

(xiii)        exercise any other or additional rights or remedies granted to a secured party under the UCC.

(b)Minimum Notice Period.  If, pursuant to applicable law, prior notice of any such action set forth above is required to be given to Borrower or any Project Company, Borrower and applicable Project Company hereby acknowledge and agree that the minimum time required by such applicable law, or if no minimum is specified, of ten (10) Business Days, shall be deemed a reasonable notice period.  Security Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Security Agent may adjourn any public or private

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sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c)Payment of Costs.  Borrower agrees to pay to Security Agent, within five (5) Business Days of its demand therefor, all reasonable out-of-pocket costs and expenses (including reasonable and reasonably documented attorneys’ fees and expenses) incident to its enforcement, protection and preservation of any of its rights and claims under this Agreement.  Any amount required to be paid by Borrower pursuant to the terms hereof shall bear interest at the Default Rate or the maximum rate permitted by law, whichever is less, from the date due until payment, and shall constitute additional indebtedness secured by this Agreement.

(d)Application of Proceeds.  The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in accordance with the Financing Documents.  In the event that the proceeds of any sale or other realization upon the Collateral by Security Agent are insufficient to pay all Obligations, Borrower shall be liable for the deficiency as calculated in accordance with the the Financing Documents.  Any excess proceeds after full satisfaction of the Obligations shall be returned promptly to Borrower.

Section 7. Remedies Cumulative; Delay Not Waiver.

(a)No right, power or remedy herein conferred upon or reserved to Security Agent or the Secured Parties is intended to be exclusive of any other right, power or remedy, and every such right, power and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right, power and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

(b)No delay or omission of Security Agent to exercise any right or power accruing upon the occurrence and during the continuation of any Event of Default shall impair any such right or power of Security Agent, nor shall it be construed as a waiver of any such Event of Default or an acquiescence therein.  Every power and remedy given by this Agreement may be exercised from time to time, and as often as shall be deemed expedient, by Security Agent upon the occurrence and during the continuation of an Event of Default.  Each and every default by Borrower in payment hereunder shall give rise to a separate cause of action hereunder, and Security Agent may enforce its security interest in concurrent or successive actions and in one or several consolidated or

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independent judicial actions or lawfully taken nonjudicial proceedings, or both.

(c)Security Agent may perform any of its rights and duties hereunder by or through agents and is entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its rights and duties hereunder.

Section 8. Representations and Warranties of Borrower.

Borrower represents and warrants, as of the date hereof, to Security Agent and the Secured Parties as follows:

(a)Borrower has not assigned any of its rights under the LLC Agreements, the Assigned Agreements or any of the Collateral except as provided in this Agreement and the other Financing Documents.

(b)Borrower is the legal and equitable owner of the Collateral (including the Membership Interest in each Project Company), subject to no mortgages, liens, charges, or encumbrances of any kind other than Liens granted pursuant to the Financing Documents and Permitted Liens set forth in clauses (b), (c) and (f) of the definition thereof, and has full power and lawful authority to pledge, assign and grant a security interest in the Collateral hereunder.

(c)Borrower has not executed and is not aware of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office or any agreement or instrument granting an interest in the Collateral that is capable of being so recorded, except such as may have been filed pursuant to this Agreement and the other Financing Documents, or pursuant to the documents evidencing Permitted Liens.

(d)Borrower (i) is a duly formed and validly existing limited liability company in good standing under the laws of Delaware; (ii) is authorized to do business in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; and (iii) has the power and authority to own its property and assets and to transact the business in which it is engaged.

(e)Borrower (i) has the power and authority to execute, deliver and perform its obligations under the Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement, and to pledge and assign the Collateral; (ii) has taken all necessary action to authorize the execution, delivery and performance of the Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement;

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and (iii) has duly executed and delivered the Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement.  The Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights and subject to general equitable principles.

(f)The LLC Agreements and the Assigned Agreements have not been amended since the date of their execution, except as otherwise disclosed to Security Agent, and are in full force and effect.  There exists no default, or event that with the passage of time, the giving of notice or both would become a default by Borrower under the LLC Agreements or the Assigned Agreements.

(g)The execution and delivery of, and performance by Borrower under, this Agreement, and the consummation of the transactions contemplated herein, will not (i) violate any provision of any material agreement to which Borrower is a party or any of its property or assets is bound, including the LLC Agreements and the Assigned Agreements, or (ii) conflict with any material law, order, rule or regulation applicable to Borrower, of any court or any federal or state government, regulatory body or administrative agency, or any other governmental body having jurisdiction over Borrower or any of its properties.

(h)Other than the Financing Documents, there is no existing agreement, option, right or privilege capable of becoming an agreement, option or right pursuant to which Borrower could be required to sell or otherwise dispose of all or a part of the Membership Interest.

(i)No consent of any Governmental Authority is required for the transfer of the Membership Interest except as may be required by applicable laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets under the laws of the State of New York, the FPA, PUHCA and any other Federal regulation regarding EWG’s.

(j)[Intentionally Omitted]

(k)Perfection of Security Interest.  The security interests granted to Security Agent, for the benefit of Secured Parties, pursuant to this Agreement, in the Collateral (a) upon filing of appropriate financing statements, constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to

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the extent a security interest can be perfected by filing or, in the case of the Membership Certificates (such certificates being Certificated Securities), by possession by or on behalf of the secured party and (b) are, and, with respect to such subsequently acquired personal property, will be, as to the Collateral perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise (other than Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the liens granted by this Agreement).  Except to the extent possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Security Agent’s, for the benefit of Secured Parties, rights in and to such Collateral to the extent Security Agent’s security interest (for the benefit of the Secured Parties) can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action.  No filing, recordation, re-filing or re-recording other than those listed on Schedule A hereto (as the same may be supplemented from time to time) is necessary to perfect and maintain the perfection of the Liens created by this Agreement on the Collateral, and all such filings or recordings will have been made to the extent Security Agent’s, for the benefit of Secured Parties, security interest can be perfected by filing (except to the extent that such filings or recordings are, by their nature, filings or recordings to be made at a later date).  Borrower has properly delivered or caused to be delivered to Security Agent all such Collateral that requires perfection of the Lien and security interest described above by possession.

(l)Place of Business.  Borrower’s principal place of business and chief executive office is located at 179 Lincoln Street, Suite 500, Boston, MA 02111.  Borrower has not changed its location (as defined in Section 9-307 of the UCC) or previously changed its name.

(m)After-Acquired Collateral.  It is understood and agreed that the foregoing representations and warranties shall apply only to the Collateral delivered on the date hereof and that, with respect to Collateral delivered thereafter, Borrower shall, upon the written request of Security Agent, be required to make representations and warranties in form and substance substantially similar to the foregoing in supplements hereto and that such representations and warranties contained in such supplements hereto shall be applicable to such Collateral hereafter delivered.

(n)Pledged Interests.  The Membership Interest in each Project Company is duly authorized, validly existing, fully paid and nonassessable, and such Membership Interest is not subject to any contractual restriction, or any restriction under the organizational documents of any Project Company

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or Borrower upon the transfer of such Membership Interest (except for any such restriction contained in any Financing Document).  Such Membership Interest exists in a certificated form.  No Person other than Borrower is the registered owner of the Membership Interest in each Project Company.

Section 9. Covenants of Borrower.

Borrower covenants to and in favor of Security Agent and the other the Secured Parties as follows:

(a)           Borrower shall maintain its existence as a Delaware limited liability company and all material rights, privileges, and franchises necessary to perform its obligations hereunder.

(b)Borrower shall perform and comply, in all material respects, with all obligations and conditions on its part to be performed hereunder, under the LLC Agreements, the Assigned Agreements, the Financing Documents and with respect to the Collateral.

(c)Borrower will, so long as any Obligations shall be outstanding, warrant and defend its title to the Collateral and the interest of Security Agent in the Collateral against any claim or demand of any Persons (except for Permitted Liens).

(d)Borrower shall not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to any part of the Collateral (other than Liens granted pursuant to the Financing Documents or clauses (b), (f), (l) and (m) of the definition of Permitted Liens).  Borrower will at its own cost and expense promptly take such action as may be necessary to discharge any such liens.

(e)Without the prior written consent of Security Agent, such consent not to be unreasonably withheld, Borrower will not file or authorize to be filed in any jurisdiction any financing statements under the UCC or any like statement with respect to the Collateral, in which Security Agent is not named as the sole secured party for the benefit of the Secured Parties.

(f)Borrower will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of Borrower’s Membership Interest in any Project Company other than in accordance with Sections 8.2 and 8.17 of the Financing Agreement and the Energy Hedge.

(g)Without the prior written consent of Security Agent, such consent in respect to modification or amendment not to be unreasonably withheld, or except as otherwise permitted by the Financing Agreement, Borrower

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shall not terminate, modify or amend the LLC Agreements or the Assigned Agreements.

(h)Borrower shall give to Security Agent prompt notice of (i) each demand or notice received by it relating to the LLC Agreements or the Assigned Agreements; and (ii) any default, event of default or event which with the giving of notice or the passage of time or both might reasonably be expected to become a default under the LLC Agreements or the Assigned Agreements, whether by any Project Company, Borrower or any other Person, of which Borrower has knowledge or as to which Borrower has received notice.

(i)If Borrower in its capacity as a member of each Project Company receives any income or distribution of money or property of any kind from any Project Company while an Event of Default has occurred and is continuing (other than as permitted hereby or under the Financing Agreement), Borrower shall hold such income or distribution as trustee for and shall deliver the same to Security Agent.

(j)Borrower will, at all times, keep accurate and complete records of the Collateral.  Upon three Business Days’ prior notice, Borrower shall permit representatives of Security Agent at any time during normal business hours of Borrower to inspect and make abstracts from Borrower’s books and records pertaining to the Collateral.  Upon the occurrence and continuance of any Event of Default, at Security Agent’s request, Borrower shall promptly deliver copies (or, where requested by Security Agent, and where available, originals) of any and all such records to Security Agent.

(k)Borrower shall not cause, consent to, or permit any termination, material amendment or modification to, or waiver of timely compliance with any material terms or conditions of the LLC Agreements without the prior written consent of Administrative Agent (with the consent of the Required Applicable Lenders, acting reasonably).

(l)Borrower shall give Security Agent at least 10 Business Days’ notice of a change in location of its place of business and chief executive office and shall, at the expense of Borrower, execute and deliver such instruments and documents as may be required by Security Agent to maintain the security interest in the Collateral created hereunder.

(m)Any indebtedness owed to Borrower by any Project Company shall be subordinated pursuant to the terms of Exhibit M of the Financing Agreement (the terms of which are incorporated herein by reference).

(n)Except as otherwise permitted under the Financing Agreement, Borrower will not make any assignment of its rights under the LLC

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Agreements or the Assigned Agreements other than any assignment pursuant to this Agreement or any other Financing Document.

Section 10. Voting Rights.

(a)Unless an Event of Default has occurred and is continuing (and not waived by Administrative Agent or Security Agent), Borrower shall be entitled to exercise all the rights and powers of a holder of such interest, including the right to vote from time to time exercisable in respect of the Membership Interest in each Project Company and to give proxies, consents and waivers in respect thereof.  No such action may be taken if such action would violate or be inconsistent with the Financing Agreement, any Financing Document or this Agreement.

(b)Upon the occurrence and continuance of an Event of Default that has not been waived, Security Agent may give Borrower a notice prohibiting Borrower from exercising the rights and powers of a holder of the Membership Interest in each Project Company, including the right to vote such Membership Interest, at which time (and until such time that such Event of Default has been cured or waived), all such rights of Borrower will cease immediately and Security Agent will have the right to exercise the rights and powers related to such Membership Interest, including the right to vote.

(c)Upon the occurrence and continuance of an Event of Default that has not been waived, and whether or not Security Agent exercises any available right to declare any Obligation due and payable or seek or pursue any other right, remedy, power or privilege available to it under applicable law, this Agreement or any other Financing Document, all dividends and other distributions on all Securities included in the Collateral shall be paid directly to a Collateral Account designated by Security Agent and retained by it in such account as part of the Collateral, subject to the terms of this Agreement and the other Financing Documents, and, if Security Agent so requests, Borrower shall execute and deliver to Security Agent appropriate additional dividend, distribution and other orders and instruments to that end, provided that if such Event of Default is cured, any such dividend or distribution paid to Security Agent prior to its cure shall, upon request of Borrower (except to the extent applied to the Obligations), be returned by Security Agent to Borrower.

Section 11. Certain Consents and Waivers.

(a)Borrower hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable law, including limitations on the recovery of a deficiency under an obligation secured by a deed of trust on real

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property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, whether as a result of any such sale or otherwise, of Borrower’s right to recover any amount from any Project Company, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Agent to pursue any Project Company or any other Person, or to proceed against or exhaust any security held by Security Agent, or to pursue any other remedy before proceeding against Borrower; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent or the Secured Parties may have against any Project Company, and all rights to participate in any security held by Security Agent until the Obligations have been satisfied in full; (iv) all rights to require Security Agent to give any notices of any kind, including notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Documents; (v) all rights to assert the bankruptcy or insolvency of Borrower or any Project Company as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Borrower’s Obligations hereunder if any Project Company’s Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower, any Project Company or any Person, the repudiation of the Financing Documents by Borrower, any Project Company or any Person, or the failure by Security Agent or the Secured Parties to enforce any claim against Borrower or any Project Company, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s defenses generally.  Borrower further agrees that upon an Event of Default with respect to any Project Company, Security Agent may elect to exercise any remedy against Borrower or any security or any guarantor under the Financing Documents and this Agreement, even if the effect of that action is to deprive Borrower of the right to collect reimbursement from any Project Company for any sums paid by Borrower to Security Agent or any Secured Party.

Section 12. Project Companies’ Consent and Covenant.

Each Project Company hereby consents to the assignment and grant of a security interest in the Collateral to Security Agent and to the exercise by Security Agent of all rights and powers assigned or delegated to Security Agent by Borrower hereunder, including the right of Security Agent upon and during the continuance of an Event of Default to exercise Borrower’s voting rights and other rights under each LLC Agreement to manage or control each Project Company as provided therein.  Each Project Company

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further agrees to perform all covenants and obligations herein which, by their terms, are to be performed by each Project Company.

Section 13. Attorney-in-Fact.

(a)Attorney-in-Fact.  Upon the occurrence and during the continuation of an Event of Default, Borrower hereby irrevocably constitutes and appoints Security Agent, acting for and on behalf of itself and all Secured Parties and each successor or assign of Security Agent and the Secured Parties, its true and lawful attorney-in-fact with full power (in the name of Borrower or otherwise) to enforce all rights, interests and remedies of Borrower with respect to the Collateral, including the right:

(i)to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for money due and to become due under or arising out of the Assigned Agreements or any of the other Collateral;

(ii)to elect remedies thereunder and to endorse any checks, documents or other instruments or orders in connection therewith;

(iii)                  to vote as provided herein, demand, receive and enforce Borrower’s rights with respect to the Collateral;

(iv)                  to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Borrower or, at the option of Security Agent, in the name of Security Agent, with the same force and effect as Borrower could do if this Agreement had not been made;

(v)                   to file any claims or take any action or institute any proceedings in connection therewith which Security Agent may reasonably deem to be necessary or advisable;

(vi)                  to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to Security Agent has been provided;

(vii)                 upon foreclosure, to do any and every act which Borrower may do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of Borrower’s rights and remedies under any or all of the Assigned Agreements;

(viii)                to preserve the validity, perfection and priority of the liens granted by this Agreement;

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(ix)to, in the name of the Borrower or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible;

(x)                    to execute, in connection with any sale or disposition of the Collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral;

(xi)                   in the case of any Intellectual Property, to execute and deliver, and to have recorded, any agreement, instrument, document or paper as Security Agent may request to evidence Security Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Borrower relating thereto or represented thereby;

(xii)                  to pay or discharge taxes and liens levied or placed on or threatened against the Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);

(xiii)                 to execute, in connection with any sale provided for in Section 6, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and

(xiv)                to (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to Security Agent or as Security Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Borrower with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as Security Agent may deem appropriate, (G) assign any Intellectual Property, to the extent assignable, throughout the world for such term or terms, on such conditions, and in such manner as

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Security Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though Security Agent were the absolute owner thereof for all purposes, and do, at Security Agent’s option and Borrower’s expense, at any time, or from time to time, all acts and things that Security Agent deems necessary to protect, preserve or realize upon the Collateral and Security Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as Borrower might do;

provided, however, that Security Agent shall not exercise any such right unless an Event of Default has occurred and is continuing.  This power of attorney is a power coupled with an interest and shall be irrevocable.

(b)Motor Vehicles.  Without limiting the rights and powers of Security Agent under Section 13(a), Borrower hereby appoints Security Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the termination of this Agreement, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Borrower title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Borrower to be retitled and Security Agent to be listed as lien holder as to such Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Borrower as Security Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of Security Agent a perfected lien on such Motor Vehicles and exercising the rights, remedies, powers and privileges of Security Agent under Section 4).  This appointment as attorney-in-fact is irrevocable and coupled with an interest.

(c)Expenses.  The expenses of Security Agent incurred in connection with actions undertaken as provided in this Section 13, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Loans that are Base Rate Loans under the Financing Agreement, from the date of payment by Security Agent to the date reimbursed by Borrower, shall be payable by Borrower to Security Agent on demand and shall constitute Obligations and be secured by the Liens of the Collateral Documents.

(d)Ratification; Powers Coupled With Interests.  Borrower hereby ratifies all that said attorneys shall lawfully, in compliance with the terms of the Financing Documents, and not otherwise acting with gross negligence or

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willful misconduct, do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 14. Perfection; Further Assurances.

(a)Perfection.  Borrower agrees that from time to time, Borrower shall promptly execute and deliver all instruments and documents, and take all action, that may be reasonably necessary, or that Security Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby, or to enable Security Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral in accordance with the terms hereof.  Without limiting the generality of the foregoing, Borrower shall (i) deliver the Collateral or any part thereof to Security Agent for the benefit of the Secured Parties as Security Agent may request, duly endorsed or accompanied by such duly executed instruments of transfer or assignment, as Security Agent may request, and in form and substance satisfactory to Security Agent; (ii) deliver to Security Agent any and all Instruments, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as Security Agent may reasonably request; (iii) cooperate with Security Agent in obtaining, and take such other actions as are necessary or that Security Agent may reasonably request in order for them to obtain Control (as defined in the UCC) with respect to all Deposit Accounts, Investment Property, Electronic Chattel Paper and Letter-of-Credit Rights included in the Collateral, including (to the extent reasonably requested by Security Agent) (A) in the case of any Deposit Account for which Security Agent is not the Bank (as defined in the UCC) at which that Deposit Account is maintained, using commercially reasonable efforts to cause the Bank to enter into an agreement in such form as Security Agent may in its reasonable discretion accept and (B) in the case of any Security Entitlement, using commercially reasonable efforts to cause the relevant Securities Intermediary to enter into an agreement in such form as Security Agent may in its reasonable discretion accept; (iv) cause Security Agent (to the extent reasonably requested by Security Agent) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles in the name of Borrower and deliver to Security Agent originals of all such certificates of title or ownership for such Motor Vehicles together with the odometer statements for each respective Motor Vehicle; (v) cause Security Agent to be listed as the lienholder on any certificate of title or ownership for any other Equipment covered by a certificate of title or ownership; and (vi) execute and file such financing or continuation statements, or amendments thereto, including financing statements describing the Collateral as “all assets now owned or hereafter acquired”, and such

29

other instruments, endorsements or notices, as may be reasonably necessary or as Security Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby.

(b)Filing of Financing Statement.  Borrower hereby authorizes Security Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral, including financing statements describing the Collateral as “all assets now owned or hereafter acquired”, without the signature of Borrower where permitted by law, provided, that Security Agent delivers to Borrower and Project Companies a copy of any such statement or amendment.

(c)Filing Costs.  Borrower or any Project Company shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable out-of-pocket expenses incident to the execution and acknowledgment of this Agreement, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance, except as may otherwise be provided in the Financing Agreement.

Section 15. Notices.

All notices required or permitted under the terms and provisions hereof shall be in writing and any such notice shall be effective if given in accordance with the provisions of Section 14.1 of the Financing Agreement.  Notices to each Project Company may be given at the address of each Project Company set forth in such Section 14.1 of the Financing Agreement.  Notices to Borrower may be given at the following address:

Stetson Holdings, LLC
c/o First Wind Energy, LLC
179 Lincoln Street, Suite 500
Boston, MA 92111
Attention:	Secretary
Facsimile:	(617) 960-2889

Section 16. Continuing Assignment and Security Interest; Transfer of Notes.

This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the Discharge of Obligations, (b) be binding upon each Project Company and Borrower, and their respective successors and assigns and (c) inure, together with the rights and remedies of Security Agent, to the benefit of Security Agent, the Secured Parties and their respective

30

successors, transferees and permitted assigns.  Without limiting the generality of the foregoing, Security Agent or any Secured Party may assign or otherwise transfer all or any part of or interest in the Notes, the Commitments or other evidence of the Obligations owed to them to any other Person to the extent permitted by and in accordance with the Financing Agreement and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein.  The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Security Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby.

Section 17. Termination of Security Interest.

Upon the Discharge of Obligations, the security interest granted hereby shall terminate and all rights to the Collateral shall automatically revert to Borrower.  Upon any such termination, Security Agent will return promptly all certificates evidencing Borrower’s ownership interest in each Project Company, and all ownership powers executed hereunder, to Borrower, and will, at Borrower’s expense, execute and deliver to Borrower such documents (including UCC-3 termination statements) as Borrower shall reasonably request to evidence such termination.  If this Agreement shall be terminated or revoked by operation of law, Borrower will indemnify and hold Security Agent and the other Secured Parties harmless from any loss, cost or expense which may be suffered or incurred by Security Agent and the Secured Parties in acting hereunder in good faith prior to the receipt by Security Agent, its successors, transferees or assigns, of notice of such termination or revocation.

Section 18. Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 19. Successors and Assigns.

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns, provided however, that none of Borrower nor any Project Company may assign its rights or obligations hereunder without the prior written consent of Security Agent unless such an assignment is in connection with a transfer of the Membership Interest permitted under Section 9(f) or otherwise not in violation of the Financing Agreement

Section 20. No Amendment, Modification.

This Agreement may only be amended or modified by an instrument in writing signed by Borrower, Project Companies and Security Agent, both for itself and on behalf of any other parties to be charged in accordance with the terms of this Agreement.

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Section 21. Headings.

The table of contents and headings of the various sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 22. Liability.

The scope of liability of Borrower and the Non-Recourse Parties (as defined in Article 11 of the Financing Agreement) shall be as set forth in Article 11 of the Financing Agreement, which is incorporated herein by this reference.

Section 23. References to Other Documents.

Subject to the Financing Agreement, all defined terms used in this Agreement which refer to other documents shall be deemed to refer to such other documents as they may be amended, supplemented or replaced from time to time, provided such documents were not amended in breach of a covenant contained in any agreement to which Borrower, any Project Company or Security Agent is a party.

Section 24. Governing Law.

THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE AND MATTERS RELATING TO THE CREATION, VALIDITY, ENFORCEMENT OR PRIORITY OF THE LIEN OF, AND SECURITY INTERESTS CREATED BY, THIS AGREEMENT IN OR UPON THE COLLATERAL, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE LIEN AND SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 25. Execution in Counterparts.

This Agreement may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties hereto, shall constitute a single binding agreement.

Section 26. Reinstatement.

This Agreement and the continuing security interest in, and the lien on, the Collateral created hereunder shall automatically be reinstated, to the extent permitted by applicable law, if and to the extent that for any reason any payment by or on behalf of Borrower or any Project Company in respect of the Obligations is rescinded or must

32

otherwise be restored by any holder of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 27. Third Party Rights.

Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon, or give to any Person, other than Borrower, Project Companies, Security Agent and the Secured Parties, any security, rights, remedies or claims, legal or equitable, under or by reason hereof, or any covenant or condition hereof; and this Agreement and the covenants and agreements herein contained are and shall be held to be for the sole and exclusive benefit of Borrower, Project Companies, Security Agent and the Secured Parties.

Section 28. Conflict Among Agreements.

In the event of any conflict between the terms and provisions of this Agreement, the Financing Agreement, the terms and conditions of the Financing Agreement shall prevail.

Section 29. Waiver of Jury Trial.

THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF SECURITY AGENT, THE SECURED PARTIES, BORROWER OR ANY PROJECT COMPANY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURITY AGENT TO ENTER INTO THIS AGREEMENT.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Pledge and Security Agreement to be duly executed by their members and officers thereunto duly authorized, as of the day and year first above written.

STETSON HOLDINGS, LLC,
a Delaware limited liability company, as Borrower
By:
	Name:
	Title:

EVERGREEN WIND POWER V, LLC,
a Delaware limited liability company, as a Project Company
By:
	Name:
	Title:

STETSON WIND II, LLC, a Delaware limited liability company, as a Project Company
By:
	Name:
	Title:

BNP PARIBAS,
as Security Agent
By:
	Name:
	Title:

Exhibit A

List of assigned agreements and documents

(i)Energy Hedge;

(ii)LLC Agreement of Evergreen Wind Power V, LLC;

(iii)LLC Agreement of Stetson Wind II, LLC;

(iv)the insurance policies maintained or required to be maintained by Borrower or any other Person (to the extent of Borrower’s right, title and interest therein) under the Financing Agreement, including any such policies insuring against loss of revenues by reason of interruption of the operation of the Project and all loss proceeds and other amounts payable to Borrower thereunder and all Eminent Domain Proceeds;

(v)to the extent assignable, all other agreements, including vendor warranties, running to Borrower or assigned to Borrower relating to the construction, maintenance, improvement, operation or acquisition of the Project or any part thereof, or transport of material, equipment and other parts of the Project or any part thereof;

(vi)any lease or sublease agreements or easement agreements, including the easement agreements, relating to the Project or any part thereof or any ancillary facilities, to which Borrower may be or become a party;

(vii)and any other agreements to which Borrower may be or become a party relating to the construction or operation of the Project or any part thereof;

(viii)each and every performance bond or guaranty and similar other document relating to the performance by any party of any of the Assigned Agreements;

(ix)all rights of Borrower to receive moneys due and to become due under or pursuant to the Assigned Agreements and all claims of Borrower for damages arising out of or for breach of or under the Assigned Agreements;

(x)all amendments, modifications, supplements, restatements, substitutions and renewals to any of the Assigned Agreements; and

(xi)all Applicable Permits, including those described on Exhibit H-2B to the Financing Agreement, except for any such permit which would be breached or terminated solely by virtue of a security interest being granted;

E-1

Annex A

List of Pledged Interests

1.Evergreen Wind Power V, LLC Certificate of Interest No. [    ], issued on [                ], certifying that Stetson Holdings, LLC is the owner of the Certificate of Interest representing a 100% membership interest in Evergreen Wind Power V, LLC, subject to the terms of the First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power  V, LLC, dated as of April 2, 2007, as amended by that certain First Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of December 11, 2008, as modified by that certain Membership Interest Transfer Agreement of Evergreen Wind Power V, LLC, dated as of July 17, 2009, as further amended by that certain Second Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of July 17, 2009, and as further amended by that certain Third Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time).

2.Stetson Wind II, LLC Certificate of Interest No. [    ], issued on [                ], certifying that Stetson Holdings, LLC is the owner of the Certificate of Interest representing a 100% membership interest in Stetson Wind II, LLC Limited Liability Company Agreement of Stetson Wind II, LLC, dated July 3, 2007, as amended by that certain First Amendment to Limited Liability Company Agreement of Stetson Wind II, LLC, dated December 11, 2008, and as further amended by that certain Second Amendment to Limited Liability Company Agreement of Stetson Wind II, LLC, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time).

A-1

Schedule A

List of Required Filings

1.UCC-1 Financing Statement naming Stetson Holdings, LLC, as Debtor and BNP Paribas, in its capacity as Security Agent, as Secured Party, to be filed with the Secretary of State of the State of Delaware.

S-1

EXHIBIT E-3

to Financing Agreement

FORM OF GUARANTY AND SECURITY AGREEMENT

(See Tab      )

EXECUTION FORM

GUARANTY AND SECURITY AGREEMENT

between

BNP PARIBAS,
as Security Agent

and

STETSON WIND II, LLC
as Guarantor

and

STETSON HOLDINGS, LLC
as Borrower

Dated as of December [    ], 2009

TABLE OF CONTENTS

		Page
Section 1.	Definitions	1
Section 2.	Guarantee	2
Section 3.	Pledge and Grant of Security Interest	8
Section 4.	Obligations Secured	13
Section 5.	Use of Collateral	14
Section 6.	Remedies	14
Section 7.	Remedies Cumulative; Delay Not Waiver	16
Section 8.	Representations and Warranties	17
Section 9.	Covenants	19
Section 10.	INTENTIONALLY OMITTED	20
Section 11.	Borrower’s Consent and Covenant	20
Section 12.	Attorney-In-Fact	20
Section 13.	Perfection; Further Assurances	23
Section 14.	Notices	24
Section 15.	Continuing Assignment and Security Interest; Transfer of Notes	25
Section 16.	Termination of Security Interest	25
Section 17.	Severability	26
Section 18.	Successors and Assigns	26
Section 19.	No Amendment, Modification	26
Section 20.	Headings	26
Section 21.	Liability	26
Section 22.	Governing Law	26
Section 23.	References to Other Documents	27
Section 24.	Execution in Counterparts	27
Section 25.	Third Party Rights	27
Section 26.	Conflict Among Agreements	27
Section 27.	Waiver of Jury Trial	27
Section 28.	Reinstatement	27

GUARANTY AND SECURITY AGREEMENT

This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of December [    ], 2009, is entered into by and among STETSON WIND II, LLC, a Delaware limited liability company (“Guarantor”), STETSON HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), and BNP PARIBAS, as Security Agent (together with its successors and assigns in such capacity, “Security Agent”) for each of the Secured Parties.

RECITALS

A.Borrower has entered into that certain Financing Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), among Borrower, the financial institutions from time to time parties thereto (collectively, “Lenders”), the Security Agent, BNP Paribas, as joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, and Issuing Bank and HSH Nordbank AG, New York Branch, as Joint Lead Arranger, Joint Bookrunner and as Co-Syndication Agent, pursuant to which the Lenders and the Issuing Bank have agreed to extend credit to Borrower in the amounts specified and on the terms and subject to the conditions set forth therein.

B.Borrower is the sole member and owns 100% of all issued and outstanding membership interests in Guarantor.  The proceeds of the Loans will be used, among other purposes, for the ownership and operation of certain wind electricity generating assets in Maine by Guarantor.  Guarantor agrees to guarantee the obligations of Borrower under the Financing Agreement and the other Financing Documents and to provide a security interest in the collateral described in this Agreement.

C.Guarantor acknowledges that it will benefit if the Lenders and the Issuing Bank extend credit to Borrower pursuant to the Financing Agreement.

D.As a condition precedent to the effectiveness of the Financing Agreement, Guarantor shall have executed this Agreement.

AGREEMENT

In consideration of the foregoing premises and to induce the Lenders and the Issuing Bank to extend credit pursuant to the Financing Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor hereby agrees with Security Agent for the benefit of the Secured Parties as follows:

Section 1.Definitions.

(a)Defined Terms.  Unless otherwise defined herein or unless the context otherwise requires, all capitalized terms used in this Agreement, including its preamble and recitals, shall have the same meaning provided in Exhibit A to the Financing Agreement, or, if not defined therein, shall have the

1

meaning provided in the Uniform Commercial Code, as the same from time to time shall be in effect in the State of New York (the “UCC”); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any Collateral (as defined below) is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions.  The Rules of Interpretation contained in Exhibit A to the Financing Agreement shall apply to this Agreement.

(i)Certain Uniform Commercial Code Terms.  As used herein, the terms “Accession”, “Account”, “As-Extracted Collateral”, “Chattel Paper”, “Commodity Account”, “Commodity Contract”, “Deposit Account”, “Commercial Tort Claim”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Fixture”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit Right”, “Motor Vehicle”, “Payment Intangible”, “Proceeds”, “Promissory Note” and “Software” have the respective meanings set forth in Article 9 of the UCC, and the terms “Certificated Security”, “Financial Asset”, “Securities Account”, “Securities Intermediary”, “Security”, “Security Entitlement” and “Software” have the respective meanings set forth in Article 8 of the UCC.

Section 2.Guarantee.

(a)Guarantee.  Guarantor hereby guarantees to Security Agent the timely payment in full when due (whether at stated maturity, by acceleration or otherwise) and performance of the Obligations in accordance with their terms.  Guarantor hereby further agrees that if Borrower fails to pay in full when due (whether at stated maturity, by acceleration or otherwise) all or any part of the Obligations, Guarantor will immediately pay the same, upon demand, and that, in the case of any extension of time of payment or renewal of all or any part of the Obligations, it will timely pay the same in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of that extension or renewal.  This Agreement is irrevocable and unconditional in nature and is made with respect to any Obligations now existing or in the future arising.  The liability of Guarantor under this Agreement shall continue until the full satisfaction of all Obligations.  This Agreement is a guarantee of due and punctual payment and performance and is not merely a guarantee of collection.

(b)Obligations Unconditional.  The obligations of Guarantor under this Agreement shall be continuing, irrevocable, absolute and unconditional

2

irrespective of the value, genuineness, validity, regularity or enforceability of any Financing Document or any other agreement or instrument referred to therein or herein, or any substitution, release or exchange of any guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of the Obligations, subject to Section 2(d)), it being the intent of this Section 2(b) that the obligations of Guarantor hereunder shall be absolute and unconditional under any and all circumstances.  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Guarantor hereunder, which shall remain absolute and unconditional as described above without regard to and not be released, discharged or in any way affected (whether in full or in part) by:

(i)at any time or from time to time, without notice to Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(ii)any of the acts mentioned in any of the provisions of any Financing Document shall have occurred;

(iii)the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any Financing Document or any other agreement or instrument referred to therein or herein shall be waived or any guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv)any lien granted to, or in favor of, Security Agent as security for any of the Obligations shall fail to be perfected; or

(v)any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Security Agent, Borrower, Guarantor or any other Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligations (or any interest on all or any part of the Obligations) in or as a result of any such proceeding.

Should, at any time, any money due or owing under this Agreement not be recoverable from Guarantor for any reason, whether by operation of law or otherwise, then, in any such case, such money shall nevertheless be recoverable by Security Agent from the proceeds of the Collateral (as

3

defined below) as though Guarantor were the principal debtor in respect thereof and not merely a pledgor hereunder.

(c)Waiver.

(i)Guarantor hereby expressly waives, to the fullest extent permitted by law, promptness, diligence, presentment, demand for payment or performance and protest; filing of claims with any court; any proceeding to enforce any provision of the Financing Documents; notice of acceptance of and reliance on this Agreement by the Secured Parties, notice of the creation of any Obligations, and any other notice whatsoever (other than notices specifically provided under the Financing Documents); any requirement that Security Agent exhaust any right, power or remedy or proceed or take any other action against Borrower or any other Person under any Financing Document to which it is a party or any lien or encumbrance on, or any claim of payment against, any property of Borrower or any other agreement or instrument referred to therein, or any other Person under any guarantee of, or lien securing, or claim for payment of, any of the Obligations, any right to require a proceeding by Security Agent first against Borrower or any other Person whether to marshal any assets or to exhaust any right or take any action against Borrower or any other Person or any collateral or otherwise, any diligence in collection or protection for realization upon any Obligation; any obligation hereunder or any collateral security for any of the foregoing; any right of protest, presentment, notice or demand whatsoever, and any claims of waiver, release, surrender, alteration or compromise and all defenses, set-offs, counterclaims, recoupments, reductions, limitations, impairments or terminations, whether arising hereunder or otherwise.  Guarantor further waives (A) any requirement that any other Person be joined as a party to any proceeding for the enforcement by Security Agent of any Obligation and (B) the filing of claims by Security Agent in the event of the receivership or bankruptcy of Borrower or any other guarantor.  Security Agent shall have the right to bring suit directly against Guarantor with respect to the obligations owed to Security Agent hereunder either prior to or concurrently with any lawsuit against, or without bringing any suit against Borrower, any other guarantor or any other Person.

(ii)The enforceability and effectiveness of this Agreement and the liability of Guarantor, and the rights, remedies, powers and privileges of Security Agent, under this Agreement shall not be affected, limited, reduced, discharged or terminated, and Guarantor hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising by reason of:

4

A.the illegality, invalidity or unenforceability of all or any part of the Obligations, any Financing Document or any agreement, security document, guarantee or other instrument relating to all or any part of the Obligations;

B.any disability or other defense with respect to all or any part of the Obligations of Borrower or Guarantor, including the effect of any statute of limitations that may bar the enforcement of all or any part of the Obligations;

C.the illegality, invalidity or unenforceability of any security or guarantee for all or any part of the Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien or encumbrance on any collateral for all or any part of the Obligations;

D.the cessation, for any cause whatsoever, of the liability of Borrower in respect of all or any part of the Obligations (other than, subject to Section 2(d), by reason of the full payment and performance of all Obligations);

E.other than notice expressly required under this Agreement, any failure of Security Agent to give notice of sale or other disposition of any collateral (including any notice of any judicial or nonjudicial foreclosure or sale of any interest in real property serving as collateral for all or any part of the Obligations) for all or any part of the Obligations to Borrower, Guarantor or any other Person or any defect in, or any failure by Borrower, Guarantor or any other Person to receive, any notice that may be given in connection with any sale or disposition of any collateral for all or any part of the Obligations;

F.any failure of Security Agent to comply with applicable laws in connection with the sale or other disposition of any collateral (other than the Collateral) for all or any part of the Obligations;

G.any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real property or other collateral serving as security for all or any part of the Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of Borrower or Guarantor or may preclude Borrower or Guarantor from obtaining reimbursement, contribution, indemnification or other recovery from any other Guarantor, Borrower or any other Person and even though

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Borrower or Guarantor may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;

H.any act or omission of Security Agent or any other Person that directly or indirectly results in or aids the discharge or release of Borrower or any part of the Obligations or any security or guarantee (including any letter of credit) for all or any part of the Obligations by operation of law or otherwise;

I.any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation;

J.any counterclaim, set-off or other claim which Borrower has or alleges to have with respect to all or any part of the Obligations;

K.any failure of Security Agent to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person;

L.the election by Security Agent, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code;

M.any extension of credit or the grant of any lien or encumbrance under Section 364 of the United States Bankruptcy Code;

N.any use of cash collateral under Section 363 of the United States Bankruptcy Code;

O.any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;

P.the avoidance of any lien or encumbrance in favor of Security Agent for any reason;

Q.any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any

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part of the Obligations (or any interest on all or any part of the Obligations) in or as a result of any such proceeding;

R.any action taken by Security Agent that is authorized by this Section 2(c) or otherwise in this Agreement or by any other provision of any Financing Document or any omission to take any such action; or

S.any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor.

(d)Reinstatement.  This Agreement, the security interest in, and the lien on, the Collateral (as defined below), and the obligations of Guarantor under this Agreement, shall be automatically reinstated if and to the extent that for any reason any payment  by or on behalf of Guarantor or Borrower in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.  Guarantor agrees that it will indemnify Security Agent on demand for all reasonable costs and expenses (including reasonable and reasonably documented fees of counsel) incurred by Security Agent in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

(e)Subrogation.  Guarantor hereby waives any right of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under any bankruptcy, insolvency or other similar law) or otherwise by reason of any payment by it pursuant to the provisions of this Agreement until the Obligations shall have been paid and performed in full.  If any amount shall be paid to Guarantor on account of such subrogation rights at any time prior to the indefeasible and unconditional payment, discharge or performance in full of the Obligations, such amount shall be held in trust for the benefit of Security Agent (if applicable) and shall forthwith be paid to Security Agent to be credited and applied upon and against the Obligations, to the extent then matured, in accordance with the terms of the relevant Financing Documents or, to the extent not then matured or existing, be held by Security Agent as collateral security for the Obligations.

(f)Remedies.  Guarantor agrees that, as between Guarantor and Security Agent, any Obligations of Borrower to the Secured Parties under any of the Financing Documents to which Borrower is a party may be declared to be forthwith due and payable notwithstanding any stay, injunction or other prohibition preventing such declaration (or such Obligations from

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becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by Borrower) shall forthwith be deemed to have become due and payable by Guarantor for purposes of this Agreement.  For the avoidance of doubt, it is understood and agreed that any amount paid by Guarantor pursuant to the immediately preceding sentence may be applied to the payment or prepayment (as the case may be) of the Obligations of Borrower.  Each of the obligations of Guarantor under this Agreement is separate and independent of each other obligation of Guarantor hereunder and separate and independent of the Obligations, and Guarantor agrees that a separate action or actions may be brought and prosecuted by Security Agent against Guarantor to enforce this Agreement, irrespective of whether any action is brought by Security Agent against Borrower or any other guarantor under any relevant Financing Document or whether Borrower or any other guarantor is joined in any such action or actions.

(g)Continuing Obligation.  The obligations of Guarantor provided in this Section 2 are continuing obligations and shall apply to all Obligations whenever arising.

(h)Subordination of Indebtedness of Borrower.  Guarantor agrees that any Debt now or in the future owed to it by Borrower or by any other guarantor is hereby subordinated in right of payment to their prior payment in full in cash of the Obligations.  Without limiting the generality of the foregoing, if the Security Agent so requests, any such Debt shall be collected, enforced and received by Guarantor as trustee for the Secured Parties and shall be paid over to the Security Agent (for the benefit of the Secured Parties) in kind on account of the Obligations, upon the occurrence and during the continuation of an Event of Default.  If, after request by the Security Agent, upon the occurrence and during the continuation of an Event of Default, Guarantor fails to collect or enforce any such indebtedness or to pay the proceeds of that indebtedness to the Security Agent, the Security Agent as Guarantor’s attorney-in-fact may, upon the occurrence and during the continuation of an Event of Default, do such acts and sign such documents in Guarantor’s name and on Guarantor’s behalf as the Security Agent considers necessary or desirable to effect that collection, enforcement or payment, the Security Agent being hereby appointed Guarantor’s attorney-in-fact for that purpose (and such appointment is irrevocable and is coupled with an interest) and in accordance with Section 12 of this Agreement.

Section 3.Pledge and Grant of Security Interest.

(a)Granting Clause.  To secure the timely payment and performance of the Obligations, Guarantor does hereby assign, grant and pledge to Security Agent, on behalf of and for the benefit of the Secured Parties, a continuing

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security interest in all estate, right, title and interest of Guarantor in, to and under all assets of Guarantor, whether now owned or hereafter existing or acquired, including all estate, right, title and interest of Guarantor in, to and under the following (collectively, the “Collateral”):

(i)each of the agreements and documents listed on Exhibit A, in each case, as amended, amended and restated, supplemented or otherwise modified from time to time (each, an “Assigned Agreement” and collectively, the “Assigned Agreements”) and all of Guarantor’s rights thereunder;

(ii)all Accounts;

(iii)all As-Extracted Collateral;

(iv)all Chattel Paper (including Electronic Chattel Paper);

(v)all Deposit Accounts;

(vi)all Documents;

(vii)all Equipment (including, for the avoidance of doubt, all wind turbines);

(viii)all Fixtures;

(ix)all General Intangibles;

(x)all Goods not covered by the other clauses of this Section 3, if any;

(xi)all Instruments, including all Promissory Notes;

(xii)all inventions, processes, production methods, proprietary information (including operating data and wind resource data related to the Stetson II Project), know how, maps, plans, specifications, architectural, engineering, construction or shop drawings, route surveys, engineering reports, manuals and similar materials in which Guarantor has an interest, and all payment and performance bonds or warranties or guaranties relating to the Stetson II Project and all of Guarantor’s rights under and in patents, patent licenses, copyrights, trademarks and trade names, trade secrets and any replacements, renewals or substitutions for any of the foregoing (collectively, “Intellectual Property”);

(xiii)all Inventory;

(xiv)all Motor Vehicles;

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(xv)all Investment Property not covered by other clauses of this Section 3, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;

(xvi)all Letter-of-Credit Rights;

(xvii)Payment Intangibles;

(xviii)Software;

(xix)all Commercial Tort Claims arising out of, relating to or in connection with all or any part of the Inventory, Equipment or Documents of Borrower;

(xx)all cash and cash instruments;

(xxi)all other tangible and intangible personal property whatsoever of the Guarantor; and

(xxii)all claims of Guarantor for damages arising out of or for breach of or default relating to the Collateral; and

(xxiii)all Proceeds of any of the Collateral, all Accessions to and substitutions and replacements for, any of the Collateral, and all offspring, rents, profits and products of any of the Collateral.

The foregoing notwithstanding, the term “Collateral” shall not include (i) contracts and agreements which by their terms or by operation of law prohibit or do not allow assignment or which would become void solely by virtue of a security interest being granted therein, in each case only for so long as such restriction is in place and no such restriction was agreed with the intent to undermine the security interest granted therein, or (ii) any Applicable Permits or other permits or any insurance policies that by their terms or by operation of law would become void, voidable, terminable or revocable or in respect of which Guarantor would be deemed to be in breach or default thereunder if pledged or assigned hereunder or if a security interest therein were granted hereunder, to the extent necessary to avoid such voidness, voidability, revocability, breach or default.

(b)Delivery of Agreements.  Guarantor has heretofore delivered or concurrently with the delivery hereof is delivering to Security Agent, an executed counterpart or certified copy of each of the Assigned Agreements in existence on the date hereof.  Guarantor will likewise, to the extent required under the Financing Agreement deliver to Security Agent a copy of an executed counterpart or certified copy of each

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Additional Project Document and each future lease or future easement relating to the Stetson II Project or any part thereof and amendments and supplements to the foregoing, included in the Collateral, as they are entered into by Guarantor promptly upon the execution thereof.  Notwithstanding anything to the contrary contained herein, no such Additional Project Document, or material future lease, or other material agreement related to the Stetson II Project may be entered into by Guarantor without the prior written approval of Security Agent, except as otherwise permitted under the Financing Agreement.

(c)Continuing Liability Under Assigned Agreements.  Notwithstanding anything to the contrary contained herein, (a) Guarantor shall remain liable under each of the Assigned Agreements to which it is a party to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and (b) Security Agent shall have no obligation or liability under any of such Assigned Agreements by reason of or arising out of this Agreement, nor shall Security Agent be required or obligated in any manner to perform or fulfill any obligations of Guarantor thereunder or to make any payment or inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time.

(d)Defaults Under Assigned Agreements.  If a default by Guarantor under any of the Assigned Agreements shall occur and be continuing, and if such default could reasonably be expected to result in a Material Adverse Effect as determined by Administrative Agent (with consent of Required Applicable Lenders), then, upon ten (10) Business Days’ notice to Guarantor (or, if the applicable Assigned Agreement has a cure period of less than twenty (20) days with respect to defaults, then such ten (10) Business Days notice period shall be reduced to the number of days which is half of the number of days provided to cure any such default under such Assigned Agreement), Security Agent shall, at its option, be permitted (but not obligated) to remedy any such default either pursuant to the terms of any Consent in respect of such Assigned Agreement or otherwise by giving written notice of such intent to Guarantor and to the parties to the Assigned Agreement or Assigned Agreements for which Security Agent intends to remedy the default.  After giving such notice of its intent to cure such default and upon the commencement thereof, Security Agent will proceed to cure such default.  Any cure by Security Agent of Guarantor’s default under any of the Assigned Agreements shall not be construed as an assumption by Security Agent or any other Secured Party of any obligations, covenants or agreements of Guarantor under such Assigned Agreement or any other Assigned Agreement, and neither Security Agent nor any other Secured Party shall be liable to Guarantor or any other Person as a result

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of any actions undertaken by Security Agent in curing or attempting to cure any such default, except as otherwise set forth in the Financing Agreement or any applicable Consent.  This Agreement shall not be deemed to release or to affect in any way the obligations of Guarantor under the Assigned Agreements.

(e)Intellectual Property.  For the purpose of enabling Security Agent to exercise its rights, remedies, powers and privileges under Section 6 at that time or times as Security Agent is lawfully entitled to exercise those rights, remedies, powers and privileges, and for no other purpose, Guarantor hereby grants to Security Agent, to the extent assignable or licensable in a manner consistent with this Agreement and without payment of any royalty or compensation, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to Guarantor) to use, assign, license or sublicense any of the Intellectual Property of Guarantor, together with reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout of those items.

(f)Preservation of Security Interests.  Guarantor shall:

(i)upon the acquisition after the date of this Agreement by Guarantor of any Certificated Securities, Instruments, Deposit Accounts, other Investment Property, Electronic Chattel Paper, Letter-of Credit Rights, Motor Vehicles or other Equipment covered by a certificate of title or ownership promptly (x) take such action with respect to that Collateral as is specified for that type of Collateral in Section 13 and (y) take all such other actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as Security Agent may reasonably request to create, perfect and establish the priority of the liens granted by this Agreement in any and all of the Collateral, to preserve the validity, perfection or priority of the liens granted by this Agreement in any and all of the Collateral or to enable Security Agent to exercise its remedies, rights, powers and privileges under this Agreement.

(ii)upon Guarantor’s acquiring, or otherwise becoming entitled to the benefits of, any Intellectual Property or upon or prior to Guarantor’s filing, either directly or through Security Agent, any licensee or any other designee, of any application with any Governmental Authority for any Intellectual Property, in each case after the date of this Agreement, execute and deliver such contracts, agreements and other instruments as Security Agent may reasonably request to create, perfect and establish the priority of the liens granted by this Agreement in that Intellectual Property.

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(iii)whether with respect to Collateral as of the date of this Agreement or Collateral in which Guarantor acquires rights in the future, authorize, give, authenticate, execute, deliver, file or record any and all financing statements, notices, contracts, agreements or other records or instruments, obtain any and all Applicable Permits, and take all such other actions, as are necessary or as Security Agent may reasonably request to create, perfect and establish the priority of the liens granted by this Agreement in any and all of the Collateral, to preserve the validity, perfection or priority of the liens granted by this Agreement in any and all of the Collateral or to enable Security Agent to exercise and enforce its remedies, rights, powers and privileges under this Agreement.

(iv)furnish to Security Agent from time to time statements and schedules further identifying and describing the Collateral pledged by Guarantor hereunder and such other reports in connection with the Collateral pledged by Guarantor hereunder as Security Agent may reasonably request, all in reasonable detail.

(g)Commercial Tort Claims.  Guarantor agrees that, if it shall acquire any interest in any Commercial Tort Claim (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) Guarantor shall, immediately upon such acquisition, deliver to Security Agent, in each case in form and substance reasonably satisfactory to Security Agent, a notice of the existence and nature of such Commercial Tort Claim containing a reasonably specific description of such Commercial Tort Claim, certified by Guarantor as true, correct and complete, (ii) the provisions of Section 3 shall apply to such Commercial Tort Claim (and Guarantor authorizes Security Agent to supplement this Agreement with a description of such Commercial Tort Claim if Guarantor fails to deliver the supplement described in clause (i)), and (iii) Guarantor shall execute and deliver to Security Agent, in each case in form and substance reasonably satisfactory to Security Agent, any certificate, agreement and other document, and take all other action, deemed by Security Agent to be reasonably necessary or appropriate for Security Agent to obtain, on behalf of the Secured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims.

Section 4.Obligations Secured.

This Agreement and all of the Collateral hereunder assigned to Security Agent, for the benefit of Secured Parties, secure the payment and performance when due of all Obligations to Security Agent and the other Secured Parties under the Financing Documents.

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Section 5.Use of Collateral.

So long as no Event of Default has occurred and is continuing, Guarantor reserves the right to, and shall be entitled to, use and possess the Collateral and exercise all of its right, title and interest in, to and under the Collateral, including under the Assigned Agreements and to receive and use (subject to the terms of the Financing Agreement) all income, profit and other distributions in respect of the Collateral.  Provided that no Event of Default shall have occurred and be continuing, Guarantor shall be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property of Borrower in the ordinary course of its business to the extent permitted by the Financing Agreement and the other Operative Documents.

Section 6.Remedies.

(a)Remedies Upon Event of Default.  Subject to the terms of the Financing Documents, if an Event of Default has occurred and is continuing, Security Agent shall have the right, at its election and at the direction of the Required Applicable Lenders, but not the obligation, to do any of the following:

(i)demand, sue for, collect or receive any money or property at any time payable to or receivable by Guarantor on account of or in exchange for all or any part of the Collateral;

(ii)proceed to protect and enforce the rights vested in it by this Agreement, including the right to cause all revenues hereby pledged as security and all other moneys pledged hereunder to be paid directly to it, and to enforce its rights hereunder to such payments and all other rights hereunder by such appropriate judicial proceedings as it shall deem most effective to protect and enforce any of such rights, either at law or in equity or otherwise, whether for specific enforcement of any covenant or agreement, or in aid of the exercise of any power therein or herein granted, or for any foreclosure hereunder and sale under a judgment or decree in any judicial proceeding, or to enforce any other legal or equitable right vested in it by this Agreement or by law;

(iii)cause any action at law or suit in equity or other proceeding to be instituted and prosecuted to collect any Collateral or enforce any Obligation or rights hereunder or included in the Collateral, including specific enforcement of any covenant or agreement contained herein or in any Assigned Agreement, or to foreclose or enforce the security interest in all or any part of the Collateral granted herein, or to enforce any other legal or equitable right vested in it by this Agreement or by law;

(iv)sell or otherwise dispose of any or all of the Collateral or cause all or any part of the Collateral to be sold or otherwise disposed of in

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one or more sales or transactions, at such prices as Security Agent may deem commercially reasonable, and for cash or on credit or for future delivery, without assumption of any credit risk, at any broker’s board or at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (except such notice as is required by applicable statute and cannot be waived, in which case such notice shall be in accordance with the provisions hereof to extent permitted by applicable law), it being agreed that Security Agent may be a purchaser on behalf of the Secured Parties or on its own behalf at any such sale and that Security Agent, any Secured Party or any other Person who may be a bona fide purchaser for value of any or all of the Collateral without notice of any claims of any or all of the Collateral so sold shall thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any equity of redemption, of Guarantor, any such demand, notice or right and equity being hereby expressly waived and released;

(v)incur reasonable expenses, including reasonable attorneys’ fees, consultants’ fees, and other costs appropriate to the exercise of any right or power under this Agreement;

(vi)perform any obligation of Guarantor hereunder or under any other Financing Document or Assigned Agreement, and make payments, purchase, contest or compromise any encumbrance, charge, or lien, and pay taxes and expenses, without, however, any obligation to do so;

(vii)take possession of the Collateral and render it usable, and repair and renovate the same, without, however, any obligation to do so, and enter upon the Project Site or any other location where the same may be located for that purpose, control, manage, operate, rent and lease the Collateral, either separately or in conjunction with the Stetson II Project, collect all rents and income from the Collateral and apply the same in accordance with the Financing Documents;

(viii)secure the appointment of a receiver for Guarantor or Borrower and/or the Collateral or any part thereof without any prior notice to Borrower or Guarantor;

(ix)require Guarantor to assemble the Collateral at the expense of Guarantor and (to the extent moveable) make it available to Security Agent at a place to be designated by Security Agent which is reasonably convenient to both parties;

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(x)require Guarantor to take any actions that are necessary or requested by Security Agent to preserve the value of the Collateral and the validity, perfection or priority of the liens granted by this Agreement in any portion of the Collateral; or

(xi)exercise any other or additional rights or remedies granted to a secured party under the UCC.

(b)Minimum Notice Period.  If, pursuant to applicable law, prior notice of any such action is required to be given to Guarantor, Guarantor hereby acknowledges that the minimum time required by such applicable law, or ten (10) Business Days if no minimum is specified, shall be deemed a reasonable notice period.  Security Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Security Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c)Payment of Costs.  The costs and expenses of Security Agent incurred in connection with actions undertaken to enforce, protect and preserve any of its rights and claims under this Agreement, shall be payable as provided in the Financing Documents.

(d)Application of Proceeds.  Subject to the terms of the the other Financing Documents, Security Agent shall apply the net proceeds of any sale or other realization of all or any part of the Collateral in accordance with the Financing Agreement.  In the event that the proceeds of any sale or other realization upon the Collateral by Security Agent are insufficient to pay all Obligations, Guarantor shall be liable for the deficiency as calculated in accordance with the the other Financing Documents.  Any excess proceeds after full satisfaction of the Obligations shall be returned promptly to Guarantor.

Section 7.Remedies Cumulative; Delay Not Waiver.

(a)Remedies Cumulative.  No right, power or remedy herein conferred upon or reserved to Security Agent or the Secured Parties is intended to be exclusive of any other right, power or remedy, and every such right, power and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right, power and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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(b)No Waiver.  No delay or omission of Security Agent to exercise any right or power accruing upon the occurrence and during the continuation of an Event of Default shall impair any such right or power of Security Agent, nor shall it be construed to be a waiver of any such Event of Default or an acquiescence therein.  Every power and remedy given by this Agreement may be exercised from time to time, and as often as shall be deemed expedient, by Security Agent upon the occurrence and during the continuation of an Event of Default. Each and every default by Guarantor in payment hereunder shall give rise to a separate cause of action hereunder, and Security Agent may enforce its security interest in concurrent or successive actions and in one or several consolidated or independent judicial actions or lawfully taken nonjudicial proceedings, or both.

(c)Use of Agents.  Security Agent may perform any of its rights and duties hereunder by or through agents and is entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its rights and duties hereunder.

Section 8.Representations and Warranties.

(a)Guarantor has not assigned any of its rights under the Assigned Agreements or any of the Collateral except as provided in this Agreement and the other Financing Documents.

(b)The Assigned Agreements have not been amended since the date of their execution, except as otherwise disclosed to Security Agent, and are in full force and effect.  There exists no default, or event that with the passage of time, the giving of notice or both would become a default by Guarantor under the Assigned Agreements.

(c)Guarantor (i) has the power and authority to execute, deliver and perform its obligations under the Financing Documents, the Assigned Agreements and this Agreement, and to pledge and assign the Collateral; (ii) has taken all necessary action to authorize the execution, delivery and performance of the Financing Documents, the Assigned Agreements and this Agreement; and (iii) has duly executed and delivered the Financing Documents, the Assigned Agreements and this Agreement.  The Financing Documents, the Assigned Agreements and this Agreement constitute the legal, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights and subject to general equitable principles.

(d)The representations and warranties contained in Article 8 of the Financing Agreement are hereby incorporated herein by reference in this Agreement

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mutatis mutandis as a direct representation and warranty of Guarantor with respect to itself and the Stetson II Project and such representations and warranties are true and correct as of the date hereof.

(e)The security interests granted to Security Agent, for the benefit of Secured Parties, pursuant to this Agreement, in the Collateral (a) upon filing of appropriate financing statements, constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to the extent a security interest can be perfected by filing or by possession by or on behalf of the secured party and (b) are, and, with respect to such subsequently acquired personal property, will be, as to the Collateral perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise (other than Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the liens granted by this Agreement).  Except to the extent possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Security Agent’s, for the benefit of Secured Parties, rights in and to such Collateral to the extent Security Agent’s security interest (for the benefit of the Secured Parties) can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action.  No filing, recordation, re-filing or re-recording other than those listed on Exhibit B hereto (as the same may be supplemented from time to time) is necessary to perfect and maintain the perfection of the Liens created by this Agreement on the Collateral, and all such filings or recording will have been made to the extent Security Agent’s, for the benefit of Secured Parties, security interest can be perfected by filing (except to the extent that such filings or recordings are, by their nature, filings or recordings to be made at a later date).  Guarantor has properly delivered or caused to be delivered to Security Agent all such Collateral that requires perfection of the Lien and security interest described above by possession.

(f)Guarantor’s principal place of business and chief executive office is located at 85 Wells Avenue, Suite 305, Newton, MA 02459.  Guarantor has not changed its location (as defined in Section 9-307 of the UCC) or previously changed its name.

(g)It is understood and agreed that the foregoing representations and warranties shall apply only to the Collateral delivered on the date hereof and that, with respect to Collateral delivered thereafter, Guarantor shall, upon the written request of Security Agent, be required to make representations and warranties in form and substance substantially similar to the foregoing in supplements hereto and that such representations and

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warranties contained in such supplements hereto shall be applicable to such Collateral hereafter delivered.

Section 9.Covenants.

(a)Guarantor shall perform and comply, in all material respects, with all obligations and conditions on its part to be performed hereunder, under the Assigned Agreements, the Financing Documents and with respect to the Collateral.

(b)Guarantor shall not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to any part of the Collateral (other than Liens granted pursuant to the Financing Documents or clauses (b), (c), (f), (l) and (m) of the definition of Permitted Liens (such term being used herein with the reference to “Borrower” in clause (b) of such definition contained in the Financing Agreement being deemed to be a reference to “Guarantor” for purposes of this Agreement).  Guarantor will at its own cost and expense promptly take such action as may be necessary to discharge any such liens.

(c)Without the prior written consent of Security Agent, such consent in respect to modification or amendment not to be unreasonably withheld, or except as otherwise permitted by the Financing Agreement or the other Financing Documents, Guarantor shall not terminate, modify or amend the Assigned Agreements.

(d)Guarantor shall give to Security Agent prompt notice of (i) each demand or notice received by it relating to the Assigned Agreements; and (ii) any default, event of default or event which with the giving of notice or the passage of time or both might reasonably be expected to become a default under the Assigned Agreements, whether by Guarantor, Borrower or any other Person, of which Guarantor has knowledge or as to which Guarantor has received notice.

(e)Guarantor shall give Security Agent at least 10 Business Days’ notice of a change in location of its place of business and chief executive office and shall, at the expense of Guarantor, execute and deliver such instruments and documents as may be required by Security Agent to maintain the security interest in the Collateral created hereunder.

(f)Except as otherwise permitted under the Financing Agreement, Guarantor will not make any assignment of its rights under the Assigned Agreements other than any assignment pursuant to this Agreement or any other Financing Document.

(g)With respect to each and every covenant and agreement of Borrower set forth in the Financing Documents that relates to Borrower causing (or not permitting) the Guarantor to take action or to refrain from taking any

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action is hereby incorporated by reference in this Agreement mutatis mutandis as a direct obligation, covenant and agreement of Guarantor with respect to itself and the Stetson II Project, and Guarantor agrees to perform and observe each such covenant and agreement as it relates to it and the Stetson II Project so long as any Obligations shall be outstanding, to and in favor of Security Agent and the other Secured Parties.

(h)Guarantor will defend its title to the Collateral and the interest of Security Agent in the Collateral against any claim or demand of any Persons (other than the Permitted Liens set out in subsections (b), (c), (d), (g), and (i) of such definition).

(i)Without the prior written consent of Security Agent, such consent not to be unreasonably withheld, Guarantor will not file or authorize to be filed in any jurisdiction any financing statements under the UCC or any like statement with respect to the Collateral, in which Security Agent is not named as the sole secured party for the benefit of the Secured Parties.

Section 10.INTENTIONALLY OMITTED

Section 11.Borrower’s Consent and Covenant.

Borrower hereby consents to the assignment and grant of a security interest in the Collateral to Security Agent and to the exercise by Security Agent of all rights and powers assigned or delegated to Security Agent by Guarantor hereunder.  Borrower further agrees to perform all covenants and obligations herein which, by their terms, are to be performed by Borrower.

Section 12.Attorney-In-Fact.

(a)Attorney-In-Fact.  Guarantor hereby constitutes and appoints Security Agent, acting for and on behalf of itself and all Secured Parties and each successor or assign of Security Agent and the Secured Parties, the true and lawful attorney-in-fact of Guarantor, with full power and authority in the place and stead of such Guarantor and in the name of Guarantor, Security Agent or otherwise after the occurrence and during the continuation of an Event of Default, to enforce all rights, interests and remedies of Guarantor with respect to the Collateral, including the rights:

(i)to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including any insurance policies;

(ii)to elect remedies thereunder and to endorse any checks, documents or other instruments or orders in connection therewith;

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(iii)to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Guarantor or, at the option of Security Agent, in the name of Security Agent, with the same force and effect as Guarantor could do if this Agreement had not been made;

(iv)to file any claims or take any action or institute any proceedings in connection therewith which Security Agent may reasonably deem to be necessary or advisable;

(v)to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to Security Agent has been provided;

(vi)upon foreclosure, to do any and every act which Guarantor may do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of Guarantor’s rights and remedies under any or all of the Assigned Agreements;

(vii)to preserve the validity, perfection and priority of the liens granted by this Agreement;

(viii)to, in the name of Guarantor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible;

(ix)to execute, in connection with any sale or disposition of the Collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral;

(x)in the case of any Intellectual Property, to execute and deliver, and to have recorded, any agreement, instrument, document or paper as Security Agent may request to evidence Security Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Guarantor relating thereto or represented thereby;

(xi)to pay or discharge taxes and liens levied or placed on or threatened against the Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);

(xii)to execute, in connection with any sale provided for in Section 6, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and

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(xiii)to (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to Security Agent or as Security Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Guarantor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as Security Agent may deem appropriate, (G) assign any Intellectual Property, to the extent assignable, throughout the world for such term or terms, on such conditions, and in such manner as Security Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though Security Agent were the absolute owner thereof for all purposes, and do, at Security Agent’s option and Guarantor’s expense, at any time, or from time to time, all acts and things that Security Agent deems necessary to protect, preserve or realize upon the Collateral and Security Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as Guarantor might do;

provided, however, that Security Agent shall not exercise any such rights or remedies unless an Event of Default has occurred and is continuing.  This power of attorney is a power coupled with an interest and shall be irrevocable.

(b)Motor Vehicles.  Without limiting the rights and powers of Security Agent under Section 12(a), Guarantor hereby appoints Security Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the termination of this Agreement, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Guarantor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Guarantor to be retitled and Security Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Guarantor as

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Security Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of Security Agent a perfected lien on such Motor Vehicles and exercising the rights, remedies, powers and privileges of Security Agent under Section 6).  This appointment as attorney-in-fact is irrevocable and coupled with an interest.

(c)Expenses.  The expenses of Security Agent incurred in connection with actions undertaken as provided in this Section 12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Loans that are Base Rate Loans under the Financing Agreement, from the date of payment by Security Agent to the date reimbursed by Guarantor, shall be payable by Guarantor to Security Agent on demand and shall constitute Obligations and be secured by the Liens of the Collateral Documents.

(d)Ratification; Powers Coupled With Interests.  Guarantor hereby ratifies all that said attorneys shall lawfully, in compliance with the terms of the Financing Documents, and not otherwise acting with gross negligence or willful misconduct, do or cause to be done by virtue hereof.  All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 13.Perfection; Further Assurances.

(a)Perfection.  Guarantor agrees that from time to time, Guarantor shall promptly execute and deliver all instruments and documents, and take all action, that may be reasonably necessary, or that Security Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby, or to enable Security Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral in accordance with the terms hereof.  Without limiting the generality of the foregoing, Guarantor shall (i) deliver the Collateral or any part thereof to Security Agent for the benefit of the Secured Parties as Security Agent may request, duly endorsed or accompanied by such duly executed instruments of transfer or assignment, as Security Agent may request, and in form and substance satisfactory to Security Agent; (ii) deliver to Security Agent any and all Instruments, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as Security Agent may reasonably request; (iii) cooperate with Security Agent in obtaining, and take such other actions as are necessary or that Security Agent may reasonably request in order for them to obtain Control (as defined in the UCC) with respect to all Deposit Accounts, Investment Property, Electronic Chattel Paper and Letter-of-Credit Rights included in the Collateral, including (to the extent reasonably requested by Security Agent) (A) in the case of any Deposit

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Account for which Security Agent is not the Bank (as defined in the UCC) at which that Deposit Account is maintained, using commercially reasonable efforts to cause the Bank to enter into an agreement in such form as Security Agent may in its reasonable discretion accept and (B) in the case of any Security Entitlement, using commercially reasonable efforts to cause the relevant Securities Intermediary to enter into an agreement in such form as Security Agent may in its reasonable discretion accept; (iv) cause Security Agent (to the extent reasonably requested by Security Agent) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles in the name of Guarantor and deliver to Security Agent originals of all such certificates of title or ownership for such Motor Vehicles together with the odometer statements for each such respective Motor Vehicle; (v) cause Security Agent to be listed as the lienholder on any certificate of title or ownership for any other Equipment covered by a certificate of title or ownership; and (vi) execute and file such financing or continuation statements, or amendments thereto, including financing statements describing the Collateral as “all assets now owned or hereafter acquired”, and such other instruments, endorsements or notices, as may be reasonably necessary or as Security Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby.

(b)Filing of Financing Statements.  Guarantor hereby authorizes Security Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral, including financing statements describing the Collateral as “all assets now owned or hereafter acquired”, without the signature of Guarantor where permitted by law.  Except for filings on the Closing Date, Security Agent shall notify Guarantor promptly after any such filing.

(c)Payment of Fees.  Guarantor shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable out-of-pocket expenses incident to the execution and acknowledgement of this Agreement, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance, except as may otherwise be provided in the Financing Agreement.

Section 14.Notices.

All notices required or permitted under the terms and provisions hereof shall be in writing and any such notice shall be effective if given in accordance with the provisions of Section 14.1 of the Financing Agreement.  Notices to Security Agent may

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be given at the address of Security Agent set forth in such Section 14.1 of the Financing Agreement.  Notices to Guarantor may be given at the following addresses:

Stetson Wind II, LLC

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

Attention:  Secretary
Fax:  (619) 960-2889

Section 15.Continuing Assignment and Security Interest; Transfer of Notes.

This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the Discharge of Obligations; (b) be binding upon Guarantor, and its respective successors and assigns; and (c) inure, together with the rights and remedies of Security Agent, to the benefit of Security Agent, the Secured Parties and their respective successors, transferees and permitted assigns.  Without limiting the generality of the foregoing, Security Agent or any Secured Party may assign or otherwise transfer all or any part of or interest in the Notes, the Commitments or other evidence of the Obligations owed to them to any other Person to the extent permitted by and in accordance with the Financing Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein.  The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Security Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby.

Section 16.Termination of Security Interest.

Upon the Discharge of Obligations, this Agreement and the security interest granted hereby shall terminate and all rights to the Collateral shall automatically revert to Guarantor.  Upon any such termination, Security Agent will, at Guarantor’s expense, execute and deliver to Guarantor such documents (including UCC-3 termination statements) as Guarantor shall reasonably request to evidence such termination.  The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Security Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby.  If this Agreement shall be terminated or revoked by operation of law, Guarantor will indemnify and hold Security Agent and the other Secured Parties harmless from any loss, cost or expense which may be suffered or incurred by Security Agent and the Secured Parties in acting hereunder in good faith prior to the receipt by Security Agent, its successors, transferees, or assigns, of notice of such termination or revocation.

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Section 17.Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 18.Successors and Assigns.

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns; provided however that Guarantor may not assign its rights or obligations hereunder.

Section 19.No Amendment, Modification.

This Agreement may only be amended or modified by an instrument in writing signed by Guarantor, Borrower and Security Agent, both for itself and on behalf of any other parties to be charged in accordance with the terms of this Agreement.

Section 20.Headings.

The headings of the various sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 21.Liability.

The scope of liability of Guarantor hereunder shall be as set forth in Article 11 (Scope of Liability) of the Financing Agreement, which Article 11 is incorporated herein by this reference.

Section 22.Governing Law.

THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE AND MATTERS RELATING TO THE CREATION, VALIDITY, ENFORCEMENT OR PRIORITY OF THE LIEN OF, AND SECURITY INTERESTS CREATED BY, THIS AGREEMENT IN OR UPON THE COLLATERAL, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OF LAW RULES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE LIEN AND SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

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Section 23.References to Other Documents.

Subject to the Financing Agreement, all defined terms used in this Agreement which refer to other documents shall be deemed to refer to such other documents as they may be amended, supplemented or replaced from time to time, provided such documents were not amended in breach of a covenant contained in any agreement to which Borrower, Guarantor or Security Agent is a party.

Section 24.Execution in Counterparts.

This Agreement may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties hereto, shall constitute a single binding agreement.

Section 25.Third Party Rights.

Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon, or give to any Person, other than Guarantor, Security Agent and the Secured Parties, any security, rights, remedies or claims, legal or equitable, under or by reason hereof, or any covenant or condition hereof; and this Agreement and the covenants and agreements herein contained are and shall be held to be for the sole and exclusive benefit of Guarantor, Security Agent and the Secured Parties.

Section 26.Conflict Among Agreements.

In the event of any conflict between the terms and provisions of this Agreement, the Financing Agreement, the terms and conditions of the Financing Agreement shall prevail.

Section 27.Waiver of Jury Trial.

THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF SECURITY AGENT, THE SECURED PARTIES, BORROWER OR GUARANTOR.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURITY AGENT TO ENTER INTO THIS AGREEMENT.

Section 28.Reinstatement.

This Agreement and the continuing security interest in, and the lien on, the Collateral created hereunder shall automatically be reinstated, to the extent permitted by applicable law, if and to the extent that for any reason any payment by or on behalf of Borrower or Guarantor in respect of the Obligations is rescinded or must otherwise be

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restored by any holder of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Guaranty and Security Agreement to be duly executed and delivered by their members and officers, respectively, thereunto duly authorized, as of the day and year first above written.

STETSON WIND II, LLC
a Delaware limited liability company, as Guarantor
By:
	Name:
	Title:

STETSON HOLDINGS, LLC
a Delaware limited liability company, as Borrower
By:
	Name:
	Title:

BNP PARIBAS
as Security Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit A

List of assigned agreements and documents

(i)Stetson Wind II LLC Agreement;

(ii)PPA;

(iii)the BOP Agreement to which it is a party;

(iv)the Turbine Supply Agreement to which it is a party;

(v)the Interconnection Agreement to which it is a party;

(vi)the insurance policies maintained or required to be maintained by Guarantor or any other Person (to the extent of Guarantor’s right, title and interest therein) under the Financing Agreement, including any such policies insuring against loss of revenues by reason of interruption of the operation of the Stetson II Project and all loss proceeds and other amounts payable to Guarantor thereunder and all applicable Eminent Domain Proceeds;

(vii)to the extent assignable, all other agreements, including vendor warranties, running to Guarantor or assigned to Guarantor relating to the construction, maintenance, improvement, operation or acquisition of the Stetson II Project or any part thereof, or transport of material, equipment and other parts of the Stetson II Project or any part thereof;

(viii)any lease or sublease agreements or easement agreements, including the easement agreements, relating to the Stetson II Project or any part thereof or any ancillary facilities, to which Guarantor may be or become a party;

(ix)each Material Project Document and any other agreements to which Guarantor may be or become a party relating to the construction or operation of the Stetson II Project or any part thereof;

(x)each and every performance bond or guaranty and similar other document relating to the performance by any party of any of the Assigned Agreements;

(xi)all rights of Guarantor to receive moneys due and to become due under or pursuant to the Assigned Agreements and all claims of Guarantor for damages arising out of or for breach of or under the Assigned Agreements;

(xii)all amendments, modifications, supplements, restatements, substitutions and renewals to any of the Assigned Agreements; and

(xiii)all Applicable Permits, including those described on Exhibit H-2B to the Financing Agreement, except for any such permit which would be breached or terminated solely by virtue of a security interest being granted;

Exhibit B

List of UCC Filings

1.UCC-1 Financing Statement naming Stetson Wind II, LLC, as Debtor and BNP Paribas, in its capacity as Security Agreement, as Secured Party, to be filed with the Secretary of State of the State of Delaware.

Execution Version

EXHIBIT E-4

to Financing Agreement

FORM OF ACCOUNT CONTROL AGREEMENT

(See Tab      )

ACCOUNT CONTROL AGREEMENT

This ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of December 22, 2009, is made among STETSON HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), BNP PARIBAS, in its capacity as security agent (with its successors and permitted assigns, the “Security Agent”) under that certain Financing Agreement (as defined below) for the benefit of the Secured Parties (as defined in the Financing Agreement) and SunTrust Bank, a Georgia banking corporation, in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, with its successors and permitted assigns, the “Securities Intermediary”).

A.Pursuant to the Financing Agreement, Borrower is required to arrange for the establishment of the Collateral Accounts (as defined below) and to deposit, or arrange for the deposit of, cash and other property into the Collateral Accounts as set forth in the Financing Agreement and this Agreement and, pursuant to the Borrower Security and Pledge Agreement, Borrower has granted to the Security Agent a security interest in Borrower’s right, title and interest in and to the Collateral Accounts and the property credited thereto.

B.In order to perfect the Security Agent’s security interest in the Collateral Accounts and the property credited thereto, Borrower, the Security Agent and Securities Intermediary have agreed to enter into this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

Section 1.Definitions.  Terms defined in the Financing Agreement and used herein have the respective meaning assigned thereto in Exhibit A of the Financing Agreement and, unless defined therein or herein, terms defined in Articles 8 and 9 of the Uniform Commercial Code as in effect in New York are used herein as therein defined.  In addition, as used herein:

“Book-Entry Security” shall mean a security maintained in the form of entries (including, without limitation the security entitlements in, and the financial assets based on, such security) in the commercial book-entry system of the Federal Reserve System.

“Distribution Test” shall mean, in respect of any distribution to Member, each of the following conditions tested as of the Payment Date on which any such distribution is to be made:  (i) the certification of the Minimum Debt Service Coverage Ratio; (ii) all Reserve Accounts have been fully funded as required under Section 6; (iii) no LC Loan shall be outstanding; (iv) no event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing as of such Payment Date or will result after giving effect to the proposed distribution; and (v) No Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing as of such Payment Date or will result after giving effect to the proposed distribution.

“Federal Book-Entry Regulations” shall mean (a) the federal regulations contained in Subpart B (“Treasury/Reserve Automated Debt Entry System (TRADES)” governing Book-Entry Securities consisting of U.S. Treasury bonds, notes and bills) and Subpart D (“Additional Provisions”) of 31 C.F.R. Part 357, 31 C.F.R. § 357.10 through § 357.14 and § 357.41 through § 357.44 (including related defined terms in 31 C.F.R.

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§ 357.2); and (b) to the extent substantially identical to the federal regulations referred to in clause (a) above (as in effect from time to time), the federal regulations governing other Book-Entry Securities.

“Financing Agreement” shall mean the Financing Agreement, dated as of December 22, 2009, is entered into by and among Borrower, the lenders from time to time parties thereto (collectively, the “Lenders” and each individually, a “Lender”), BNP Paribas, in its separate capacities as a joint lead arranger, the administrative agent, the security agent and the issuing bank, and HSH Nordbank AG, New York Branch, as a joint lead arranger.

“Gen Lead Distribution Test” shall mean, in respect of any distribution to Member pursuant to Section 6(j) hereunder, each of the following conditions tested as of the date on which any such distribution is to be made:  (i) all Reserve Accounts have been fully funded as required under Section 6; (ii) no LC Loan shall be outstanding; (iii) no event, condition or circumstance that could be reasonably expected to have a Material Adverse Effect shall have occurred and be continuing as of such date or will result after giving effect to the proposed distribution; and (iv) No Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing as of such date or will result after giving effect to the proposed distribution.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time.

Section 2.The Collateral Accounts.

(a)Establishment of Collateral Accounts.  Securities Intermediary acknowledges and agrees that: (i) it has established and is maintaining on its books and records the accounts identified on the attached Schedule 1 (each such account, together with any replacements thereof or substitutions therefor, the “Collateral Account” and such accounts, collectively, the “Collateral Accounts”) in the name of the Borrower; (ii) each Collateral Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC and, with respect to any Book-Entry Security, within the meaning of Federal Book-Entry Regulations) and the Security Agent is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC); provided, however, that if, notwithstanding the intention of the parties hereto, all or any portion of the Collateral Account is determined to be a “deposit account” (within the meaning of Section 9-102 of the UCC) rather than a “securities account,” then the Securities Intermediary represents, warrants, covenants and agrees that it is a “bank” (as defined in Section 9-102(a)(8) of the UCC) and will treat the Borrower as its customer (within the meaning of Section 9-104(a)(3) of the UCC) with respect to the Collateral Accounts (or portion thereof); (iii) all property delivered, or to be delivered, to Securities Intermediary pursuant to this Agreement is, and will be, promptly credited to the Collateral Accounts; (iv) it does not know of any claim to or interest in any Collateral Account or any assets or funds therein, except for claims and interests of the parties to this Agreement as set forth herein; and (v) it shall not change the name or account number of any Collateral Account without the prior written consent of the Security Agent.  Except as provided in Section 2(b), Securities Intermediary agrees that it shall not take “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104(a)(2) of the UCC)

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with respect to the Collateral Accounts or any assets or funds therein from any Person other than the Security Agent.

(b)Reliance Upon Instructions of Security Agent.  It is agreed and understood that the Collateral Accounts will be administered by Securities Intermediary according to instructions given to it by the Security Agent, including, but not limited to, instructions concerning the investment and disposition of funds held in the Collateral Accounts; provided, however, that so long as the Security Agent has not advised Securities Intermediary that any Default or Event of Default has occurred and is continuing, Borrower may instruct Securities Intermediary to invest any amounts in the Collateral Accounts in Permitted Investments.  As to all matters concerning administration of the Collateral Accounts, Securities Intermediary shall be entitled, in its reasonable discretion, to request and receive direction from the Security Agent.  Securities Intermediary shall be entitled to conclusively presume that any direction given to it by the Security Agent is in accordance with the Collateral Documents.  Securities Intermediary shall be entitled to conclusively presume that any investment direction given to it by the Borrower is in accordance with the Financing Agreement, the Energy Hedge and this Agreement.

(c)Treatment of Account Balances as “Financial Assets.”  Securities Intermediary hereby agrees that each item of property (whether cash, a security, an instrument or any other property whatsoever (including, without limitation, Permitted Investments)) credited to the Collateral Accounts shall be treated as a “financial asset” under Article 8 of the UCC.

(d)Registration of Securities, Etc.  All securities and other financial assets credited to the Collateral Accounts that are in registered form or that are payable to or to order shall be (i) registered in the name of, or payable to or to the order of, Securities Intermediary, (ii) indorsed to or to the order of Securities Intermediary or in blank or (iii) credited to another securities account maintained in the name of Securities Intermediary; and in no case will any financial asset credited to the Collateral Accounts be registered in the name of, or payable to or to the order of, Borrower or indorsed to or to the order of Borrower, except to the extent the foregoing have been specially indorsed to or to the order of Securities Intermediary or in blank.

(e)Securities Intermediary’s Jurisdiction.  Securities Intermediary agrees that its “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) or its “bank’s jurisdiction” (within the meaning of Section 9-304(b) of the UCC) is the State of New York.

(f)Control of Collateral Accounts.  If at any time the Securities Intermediary shall receive from the Security Agent any entitlement order or any instruction originated by the Security Agent directing transfer or redemption of any financial asset relating to the Collateral Accounts, the disposition of funds in the Collateral Accounts or any other action or inaction, the Securities Intermediary shall comply with such entitlement order or instruction without further consent of the Borrower or any other party.

(g)Conflict between Agreements.  Borrower, the Security Agent and Securities Intermediary agree that, if there is any conflict between this Agreement and any other agreement relating to the Collateral Accounts, the provisions of this Agreement shall control.

Section 3.Duties of Securities Intermediary.

(a)Subordination of Liens in Favor of Securities Intermediary, Etc.  Securities Intermediary hereby subordinates to the extent it may lawfully do so, any lien including, but not limited to (i) any and all contractual rights of set-off, lien or compensation, (ii) any and all statutory or regulatory rights of pledge, lien, set-off or compensation, (iii) any and all

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statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Security Agent with respect to the Collateral Accounts, and (iv) any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest in the Collateral Accounts, to the security interest of the Security Agent in the Collateral Accounts, all property credited thereto, all security entitlements with respect to such property and financial assets and any and all statutory, regulatory, contractual or other rights now or hereafter existing in favor of Securities Intermediary over or with respect to the Collateral Accounts.

(b)Account Statements.  Securities Intermediary will send copies of all statements and confirmations for the Collateral Accounts simultaneously to Borrower and the Security Agent.

(c)No Liabilities of Securities Intermediary or Officers, Etc.  Neither Securities Intermediary nor any of its officers, directors, employees, agents or attorneys-in-fact shall be liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement, except that neither Securities Intermediary nor any such person shall be relieved of any liability arising out of (i) its or such person’s willful failure to follow written directions delivered to it in accordance with this Agreement or (ii) its or such person’s own gross negligence or willful misconduct or unlawful acts.  Securities Intermediary shall have no liability for making any investment or reinvestment of any cash balance in the Collateral Accounts pursuant to an investment instruction given to it by the Security Agent or the Borrower.  Unless otherwise directed by the Security Agent, any net investment earnings or losses realized on any investments held in a Collateral Account shall be credited to or debited from that Collateral Account. The Securities Intermediary assumes no responsibility for, nor will it be liable for, any loss arising from aninvestment authorized under this Agreement, including any loss arising from the sale of an investment to fund a disbursement requested by the Security Agent hereunder.  The liabilities of Securities Intermediary shall be limited to those expressly set forth in this Agreement.  With the exception of this Agreement, Securities Intermediary is not responsible for or chargeable with knowledge of any terms or conditions contained in any agreement referred to herein.  Securities Intermediary may rely, and shall be protected in acting or refraining from acting, upon any written notice, instruction or request furnished to it under this Agreement and believed by it in good faith to be genuine and to have been signed or presented by the proper party.  The Securities Intermediary shall in no event incur any liability with respect to any action taken or omitted in good faith upon advice of legal counsel, which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of the Securities Intermediary hereunder.

(d)Degree of Care.  Securities Intermediary shall exercise the same degree of care in administering the funds held in the Collateral Accounts and the investments purchased from such funds in accordance with the terms of this Agreement as Securities Intermediary exercises in the ordinary course of its day-to-day business in administering other funds and investments for its own account and as required by applicable law.  Securities Intermediary shall perform its obligations hereunder in accordance with generally accepted banking industry standards.

Section 4.Indemnity; Expenses; Fees.

(a)Indemnification by Borrower.  Borrower will indemnify and defend Securities Intermediary and its officers, directors, employees and agents, from and against any

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and all claims, losses and liabilities, including the reasonable costs of its counsel, resulting from this Agreement (including, without limitation, enforcement of this Agreement), but excluding any such claims, losses or liabilities resulting from the gross negligence or willful misconduct or unlawful acts of Securities Intermediary or any of its officers, directors, employees and agents, or any willful failure of Securities Intermediary or any of its officers, directors, employees and agents to follow written directions delivered to Securities Intermediary in accordance with this Agreement.  The obligation of the Borrower to provide such indemnification to the Securities Intermediary and its directors, officers, employees and agents shall survive the termination of this Agreement and the resignation or removal of the Securities Intermediary.

(b)Costs and Expenses.  Borrower shall be responsible for, and hereby agrees to pay all reasonable, documented costs and expenses incurred by Securities Intermediary in connection with the establishment and maintenance of the Collateral Accounts, including, without limitation, (i) Securities Intermediary’s customary service charges, transfer fees and account maintenance fees, (ii) any reasonable costs or expenses incurred by Securities Intermediary as a result of conflicting claims or notices involving the parties hereto, including, without limitation, the reasonable, documented fees and expenses of its external legal counsel, and (iii) all other reasonable, documented costs and expenses incurred in connection with the execution, administration or enforcement of this Agreement including, but not limited to, reasonable, documented attorneys’ fees and costs, whether or not such enforcement includes the filing of a lawsuit (collectively, “Fees”). All such Fees shall constitute O&M Costs and Securities Intermediary is hereby authorized to pay such Fees from the Collateral Accounts if Borrower fails to pay such amounts when due; provided, that Securities Intermediary shall provide a statement of such accrued Fees to Borrower and the Security Agent simultaneously with such payment.  Except as otherwise expressly permitted in this Agreement, Securities Intermediary hereby agrees that Securities Intermediary will not exercise or claim any banker’s lien against the Collateral Accounts, all property credited thereto, all security entitlements with respect to such property and financial assets.

Section 5.Event of Default.

(a)Upon the occurrence and during the continuation of an Event of Default, the Security Agent shall have the right to instruct Securities Intermediary (i) not to release, withdraw, distribute, transfer or otherwise make available any funds in or from any of the Collateral Accounts except to the Security Agent and (ii) to take such action or refrain from taking such action the Security Agent specifies.

(b)Upon the receipt of notice of occurrence of any Event of Default from the Security Agent, the Securities Intermediary shall render an accounting to the Security Agent and the Borrower of all monies in the Collateral Accounts as of the date of such Event of Default.  The Security Agent shall have the right to exercise such remedies as are then available to it, including, without limitation, under this Agreement, the Borrower Security Agreement and any applicable law, and the Security Agent shall apply any funds on deposit in the Collateral Accounts in accordance with Section 9.3 of the Financing Agreement.

Section 6.Accounts.

(a)Disbursement Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Disbursement Account” (account number 7931044) (the “Disbursement Account”).  All

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proceeds of the Term Loans and Bridge Loans shall be deposited in the Disbursement Account and shall be applied in accordance with Section 7.1 of the Financing Agreement and the Notice of Borrowing.

(b)Revenue Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Revenue Account” (account number 7931046) (the “Revenue Account”).  Except as otherwise set forth in this Agreement, the Borrower shall (and the Borrower shall cause each Project Company to) deposit in the Revenue Account all cash amounts held by or paid to the Borrower (and each Project Company), including without limitation, (i) any and all distributions and other payments to which the Borrower is entitled under the Borrower LLC Agreement, (ii) all Project Revenues paid to the Borrower or any Project Company under any Project Documents or otherwise, (iii) all proceeds of any equity contribution funded by all Affiliated Participants, (iv) all proceeds of any business interruption insurance received by the Borrower or any Project Company or otherwise in respect of the Projects, and (v) transfers from other Collateral Accounts in accordance with this Section 6; provided, however, that (x) all Government Grant proceeds received from the Governmental Authority shall be deposited in the Government Grant Proceeds Account pursuant to Section 6(g), (y) all proceeds of insurance (other than proceeds of business interruption insurance) shall be deposited in the Loss Proceeds Account pursuant to Section 6(f), and (z) all proceeds paid to the Borrower or any Project Company related to the Permitted Transmission Line Transfer shall be deposited in the Gen Lead Account pursuant to Section 6(j).  So long as no Event of Default has occurred and is continuing or will occur upon giving effect to the application described below, funds in the Revenue Account shall be applied by internal account transfer by the Securities Intermediary at the direction of the Security Agent and the Borrower, in each case at the following times and in the following order of priority:

(1)First, on each Monthly Transfer Date, to the Operating Account in an amount sufficient for the payment of O&M Costs that are or will become due and payable either in the calendar month in which such Monthly Transfer Date occurs or the next succeeding calendar month, in each case to the extent that such O&M Costs are included in the Base Case Project Projections;

(2)Second, on each Payment Date and any other date on which the following amounts may be due and payable, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Section 6(b)(1), on a pro rata basis, to the payment of any and all fees, costs and expenses due and payable to the Agents, Lenders and Issuing Bank in connection with the Financing Agreement and the other Financing Documents;

(3)Third, on each Payment Date and any other date on which the following amounts may be due and payable, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Sections 6(b)(1)-(2), on a pro rata basis, to the payment of (A) amounts due and payable to the Lenders with respect to accrued interest on all outstanding Term Loans due and payable hereunder, (B) amounts due and payable to the Lenders with respect to accrued interest on all outstanding Bridge Loans due and payable hereunder, (C) amounts due and payable to the Lenders with respect to accrued

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interim interest pursuant to Section 2.2(d)(vii) of the Financing Agreement, (D) amounts due and payable to the Lenders with respect to accrued interest on all outstanding LC Loans due and payable hereunder, and (E) all amounts, if any, then due and payable to the counterparties to the Interest Rate Agreements or scheduled to become due and payable on such Payment Date;

(4)Fourth, on each Payment Date and any other date on which the following amounts may be due and payable, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Sections 6(b)(1)-(3), on a pro rata basis, to the payment of (A) any outstanding principal of the Term Loans in an amount up to the then required Scheduled Repayment Amount as of such date, and (B) Reimbursement Obligations, if elected by Borrower or otherwise required to be repaid pursuant to Section 2.2(d) of the Financing Agreement;

(5)Fifth, on each Payment Date, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Sections 6(b)(1)-(4), to the O&M Reserve Account, up to the O&M Reserve Requirement less any amount of the O&M Reserve Requirement supported by the O&M Reserve LC;

(6)Sixth, on each Payment Date, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Sections 6(b)(1)-(5), to the funding of the Debt Service Reserve Account up to the Debt Service Reserve Requirement less any amount of the Debt Service Reserve Requirement supported by the Debt Service Reserve LC;

(7)Seventh, on each Payment Date and any other date on which the following amounts may be due and payable, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Sections 6(b)(1)-(6), to the prepayment of any outstanding principal of LC Loans; and

(8)Eighth, on each Payment Date and any other date on which the following amounts may be due and payable, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Sections 6(b)(1)-(7), to the prepayment of Loans pursuant to Section 3.2 of the Financing Agreement or the payment of the AIMCO Prepayment if so requested by the Borrower;

(9)Ninth, on each Payment Date and prior to the creation of an Energy Hedge Lien, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Sections 6(b)(1)-(8), to the funding of the Energy Hedge Reserve Account to the extent the Hedge LC Margin is less than $2,500,000 pursuant to Section 7.3(q) of the Financing Agreement; provided, that amounts on deposit in the Energy Hedge Deposit Account shall never exceed $5,000,000 at any given time; and

(10) Tenth, on each Payment Date, to the extent there are funds remaining in the Revenue Account as of such date after application of payments set forth in Sections 6(b)(1)-(9), to the Distribution Reserve Account for application pursuant to Section 6(i).

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(c)Operating Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Operating Account” (account number 7931045) (the “Operating Account”).  Funds on deposit in the Operating Account shall be transferred, after giving effect to any deposits to the Operating Account pursuant to Sections 6(b)(1), to the extent of available funds, for the payment from time to time of O&M Costs in accordance with the Base Case Project Projections that are then due and payable.

(d)Debt Service Reserve Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Debt Service Reserve Account” (account number 7931047) (the “Debt Service Reserve Account”).  Unless an Event of Default exists and is continuing, Administrative Agent, as beneficiary under the Debt Service Reserve LC, shall make a draw under the Debt Service Reserve LC to the to the extent necessary in the event that the amounts on deposit in the Revenue Account are at any applicable time insufficient for the purpose set forth in Sections 6(b)(3) and (4).  All proceeds of Drawing Payments in respect of the Debt Service Reserve LC shall be deposited in the Debt Service Reserve Account.  Funds on deposit in the Debt Service Reserve Account shall be used as and to the extent necessary in the event that the amounts on deposit in the Revenue Account are at any applicable time insufficient for the purpose set forth in Section 6(b)(3) and (4).  In the event that upon the repayment of any Debt Service Reserve LC Loan and reinstatement of the Stated Amount of the Debt Service Reserve LC, the effect of which is that the aggregate sum of such reinstated Stated Amount and amount of funds on deposit in the Debt Service Reserve Account exceeds the Debt Service Reserve Requirement, then such excess amount shall be transferred to the Revenue Account to be applied pursuant to Section 6(b).  Funds on deposit in the Debt Service Reserve Account may be transferred at Borrower’s request to be applied as an Optional Prepayment in connection with an AIMCO Prepayment.

(e)O&M Reserve Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson O&M Reserve Account” (account number 7931048) (the “O&M Reserve Account”).  Unless an Event of Default exists and is continuing, Administrative Agent, as beneficiary under the O&M Reserve LC, shall make a draw under the O&M Reserve LC to the extent necessary in the event that the amounts on deposit in the Revenue Account are at any applicable time insufficient for the purpose set forth in Section 6(b)(1).  All proceeds of Drawing Payments in respect of the O&M Reserve LC shall be deposited in the O&M Reserve Account.  Funds on deposit in the O&M Reserve Account shall be used as and to the extent necessary in the event that the amounts on deposit in the Revenue Account are at any time insufficient for the purpose set forth in Section 6(b)(1).  In the event that upon the repayment of any O&M Reserve LC Loan and reinstatement of the Stated Amount of the O&M Reserve LC, the effect of which is that the aggregate sum of such reinstated Stated Amount and amount of funds on deposit in the Debt Service Reserve Account exceeds the O&M Reserve Requirement, then such excess amount shall be transferred to the Revenue Account to be applied pursuant to Section 6(b).  Funds on deposit in the O&M Reserve Account may be transferred at Borrower’s request to be applied as an Optional Prepayment in connection with an AIMCO Prepayment.

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(f)Loss Proceeds Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Loss Proceeds Account” (account number 7931050) (the “Loss Proceeds Account”).  All Loss Proceeds paid or payable to or for the account of the Borrower or any Project Company under any insurance policies maintained by the Borrower or any Project Company or otherwise shall be deposited in the Loss Proceeds Account, except for any such Loss Proceeds that the Security Agent determines the Borrower is entitled to pursuant to the proviso set forth in the definition of Restoration Conditions in the Financing Agreement, which shall be paid to an unrestricted account directed by the Borrower.  If the amount of Loss Proceeds received for a single event is $1,500,000 or less and Borrower and the Independent Engineer certify to the satisfaction of the Security Agent, that repair or restoration of the affected portion of the Project is technically and economically feasible prior to the Maturity Date under the Financing Agreement (or, to the extent applicable, such shorter period during which Insurance Proceeds are available under the business interruption insurance maintained by or on behalf of Borrower or any Project Company), and Borrower demonstrates to the Security Agent and the Independent Engineer that a sufficient amount of funds are available to Borrower in the Loss Proceeds Account to make such repairs and restorations, such funds on deposit in the Loss Proceeds Account shall be transferred to the Borrower from time to time to rebuild, repair, restore or replace the affected portion of the Project.  If the Borrower elects to satisfy the Restoration Conditions with respect to a single event for Loss Proceeds paid to the Borrower in excess of $1,500,000 and such Restoration Conditions are satisfied, such funds on deposit in the Loss Proceeds Account shall be transferred to the Borrower from time to time to rebuild, repair, restore or replace the affected portion of the Project.  If the Borrower elects not to satisfy the Restoration Conditions (or if the Restoration Conditions are not otherwise satisfied) with respect to a single event for Loss Proceeds paid to the Borrower or any Project Company in excess of $1,500,000, such funds on deposit in the Loss Proceeds Account shall be transferred to the Revenue Account to be applied pursuant to Section 6(b).

(g)Government Grant Proceeds Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Government Grant Proceeds Account” (account number 7931051) (the “Government Grant Proceeds Account”).  All proceeds of any Government Grant paid or payable to or for the account of the Borrower or any Project Company or otherwise received by any Affiliate of the Borrower in connection with the Stetson II Project shall be deposited in the Government Grant Proceeds Account.  The funds deposited in the Government Grant Proceeds Account shall be promptly applied (A) to the prepayment of all outstanding Bridge Loans, including all accrued interest and any other fees and costs payable in connection therewith, and (B) to the extent of any remainder, to the Revenue Account to be applied pursuant to Section 6(b).

(h)Stetson I Holding Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson I Holding Account” (account number 7931049) (the “Stetson I Holding Account”).  On the Closing Date, Borrower shall deposit or cause to be deposited in the Stetson I Holding Account an amount equal to $3,000,000 in accordance with Section 5.1(mm) of the Financing

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Agreement.  The funds on deposit in the Stetson I Holding Account shall be transferred to the prepayment of Term Loans pursuant to Section 3.2(c) of the Financing Agreement.

(i)Distribution Reserve Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Distribution Reserve Account” (account number 7931052) (the “Distribution Reserve Account”).

(i)On any Payment Date after, or concurrent with, the repayment in full of the Bridge Loans, after all transfers and distributions required to be made pursuant to Sections 6(b)(1) – (8) and in each case upon the satisfaction of all of the Distribution Test conditions, which shall remain satisfied after giving effect to any proposed distribution, the funds on deposit in the Distribution Reserve Account may be transferred to Member as a distribution.

(ii)If for two (2) consecutive Payment Dates after the repayment in full of the Bridge Loans the conditions set forth in clause (i) above are not satisfied, the amounts on deposit in the Distribution Reserve Account shall be deposited into the Revenue Account to be applied pursuant to Section 6(b).

(iii)Funds on deposit in the Distribution Reserve Account may be transferred at Borrower’s request to be applied as an Optional Prepayment in connection with an AIMCO Prepayment.

(j)Gen Lead Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Gen Lead Account” (account number 7933134) (the “Gen Lead Account”).  All proceeds paid or payable to or for the account of the Borrower or any Project Company or otherwise received by any Affiliate of the Borrower in connection with the Permitted Transmission Lien Transfer shall be deposited in the Gen Lead Account.  Immediately, but in no event no later than the following Business Day after the Gen Lead Distribution Test conditions have been satisfied, which shall remain satisfied after giving effect to any proposed distribution, the funds on deposit in the Gen Lead Account shall be transferred to Member, or any other Affiliate designated by Borrower, as a distribution.

(k)Energy Hedge Reserve Account.  The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Energy Hedge Reserve Account” (account number 7933154) (the “Energy Hedge Reserve Account”).  Funds on deposit in the Energy Hedge Reserve Account may be transferred (1) in support of Borrower’s credit support obligations pursuant to the Energy Hedge, upon appropriate certification from Borrower that additional collateral is required with respect thereto; (2) as an Optional Prepayment in connection with an AIMCO Prepayment; and (3) in the event that on any Payment Date the Hedge LC Margin is greater than $2,500,000, all amounts on deposit in the Energy Hedge Reserve Account shall be deposited into the Revenue Account to be applied pursuant to Section 6(b).

Section 7.Miscellaneous.

(a)Waiver.  No failure on the part of Securities Intermediary or the Security Agent to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under this Agreement shall operate as a waiver of such right, remedy, power or privilege, nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise of any such right, remedy, power or privilege or the exercise of any other right, remedy, power or privilege.  The rights,

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remedies, powers and privileges provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.  No waiver of any provision of this Agreement and no consent to any departure from the terms of this Agreement shall be effective except in the specific instance and for the purpose for which given.

(b)Notices.  All notices, requests and other communications provided for in this Agreement shall be given or made in writing and delivered by hand or courier service, mailed by certified or registered mail or sent by facsimile or electronic mail (e-mail) to the intended recipient as specified below in this Section 7(b) or, as to any party, at such other address as is designated by that party in a notice to each other party.  All such communications shall be deemed to have been duly given when transmitted by facsimile or electronic mail (e-mail) (with electronic confirmation of transmission) or personally delivered or, in the case of a communication that was mailed or sent by a courier service, upon receipt.

To Borrower:

Stetson Holdings, LLC

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA  02111

Attention:             Secretary

Telephone:           (617) 960-2888

Facsimile:            (617) 960-2889

With a copy to:

First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, MA 02111

Attention:             General Counsel

Telephone:           (617) 960-2888

Facsimile:            (617) 960-2889

To the Security Agent:

BNP Paribas

787 Seventh Avenue

New York, NY  10019

Attention:  Project Finance & Utilities

Tel:   (212) 841-2000

Fax:  (212) 841-2146

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To Securities Intermediary:

SunTrust Bank

919 East Main Street, 7th Floor

Richmond, Virginia  23219

Attention: Escrow Services – Emily Hare

Telephone:  (804) 782-5400

Facsimile:  (804) 782-7855

(c)Automatic Succession.  Any bank or corporation into which Securities Intermediary may be merged or with which it may be consolidated, or any bank or corporation (with a comparable asset base and level of experience in carrying out the functions to be performed by Securities Intermediary) to whom Securities Intermediary may transfer a majority of its escrow business, shall be deemed the successor to Securities Intermediary upon delivery of notice of such merger, consolidation or transfer to the Security Agent and Borrower, without execution or filing of any other paper and without any further act on the part of any of the parties to this Agreement.

(d)Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of Borrower, the Security Agent and Securities Intermediary and their respective successors and permitted assigns.  Except as otherwise provided herein, no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the Security Agent; provided, however, that Securities Intermediary shall not be obligated to comply with any instructions or entitlement orders of any assignee or transferee of the Security Agent until such assignee or transferee has provided Securities Intermediary such evidence of its succession to the rights and powers of the Security Agent as Securities Intermediary reasonably may require.

(e)Resignation or Removal of Securities Intermediary.  Securities Intermediary may resign as Securities Intermediary upon thirty (30) days’ prior written notice to the Secured Parties and Borrower, and may be removed at any time with or without cause by the Security Agent (acting at the direction of the Secured Parties), with any such resignation or removal to become effective only upon the appointment of a successor Securities Intermediary under this Section 7(e).  If Securities Intermediary shall resign or be removed as Securities Intermediary, then the Security Agent and the Secured Parties shall (and if no such successor shall have been appointed within thirty (30) days of Securities Intermediary’s resignation or removal, the Security Agent may) appoint a successor intermediary for the Secured Parties, which successor shall be reasonably acceptable to Borrower whereupon such successor shall succeed to the rights, powers and duties of Securities Intermediary, and the term “Securities Intermediary” shall mean such successor effective upon its appointment, and the former Securities Intermediary’s rights, powers and duties as Securities Intermediary shall be terminated, without any other or further act or deed on the part of such former Securities Intermediary (except that the former Securities Intermediary shall deliver all Collateral then in its possession to the successor Securities Intermediary) or any of the other Secured Parties.  After resignation or removal hereunder as Securities Intermediary, the provisions of this Agreement shall inure to, and continue to be binding upon, the former Securities Intermediary’s benefit as to any actions taken or omitted to be taken by it while it was Securities Intermediary.

(f)Survival.  All representations and warranties made in this Agreement or in

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any certificate or other document delivered pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement or such certificate or other document (as the case may be) or any deemed repetition of any such representation or warranty.

(g)Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions of this Agreement; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(h)Captions.  The captions and section headings appearing in this Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

(i)Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties to this Agreement may execute this Agreement by signing any such counterpart.  Delivery of an executed counterpart of a signature page to the Agreement by hand or by facsimile shall be as effective as the delivery of a fully executed counterpart of this Agreement.

(j)Agreement for Benefit of Parties Hereto.  Except for the Secured Parties and their respective successors and permitted assigns, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or to give to, any Person other than the parties hereto and their respective successors and permitted assigns, and Persons for whom the parties hereto are acting as agents or representatives, any right, remedy or claim under or by reason of this Agreement or any covenant, condition or stipulation in this Agreement; and the covenants, stipulations and agreements contained in this Agreement are and shall be for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns and Persons for whom the parties hereto are acting as agents or representatives.

(k)Special Exculpation.  To the extent permitted by applicable law, no claim may be made by any party hereto or any other person against any other party hereto or the affiliates, directors, officers, employees, attorneys or agents of any of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or relating to this Agreement or the transactions contemplated hereby, or any act, omission or event occurring in connection therewith and the parties hereto hereby waive, release and agree not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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(l)Governing Law; Submission to Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).  EACH PARTY TO THIS AGREEMENT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR IN THE FUTURE HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(m)Waiver of Jury Trial.  EACH OF BORROWER, SECURITY AGENT AND SECURITIES INTERMEDIARY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(n)Amendment; Waiver.  No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all parties hereto, and any such waiver or amendment shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that the amendment of Section 6 hereunder shall be effective upon written consent of the Borrower and Security Agent.

(o)Termination of Agreement.  Except as provided herein, this Agreement shall remain in full force and effect until the date upon which the Discharge of Obligations occurs.

(p)Compliance with Patriot Act.  In accordance with the requirements of the Patriot Act, all parties to this Agreement must provide the Securities Intermediary with a fully executed IRS Form W-9 upon execution of this Agreement.  Each party agrees to provide to the Securities Intermediary from time to time upon its request such other documentation as would show proper authorization for such party to enter into this Agreement and to evidence compliance with the Patriot Act.

[SIGNATURES TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

STETSON HOLDINGS, LLC
By:
	Name:
	Title:

BNP PARIBAS,
as the Security Agent for the Secured Parties
By:
	Name:
	Title:
By:
	Name:
	Title:

SUNTRUST BANK,
as Securities Intermediary
By:
	Name:
	Title:

Schedule 1 to Account Control Agreement

STETSON HOLDINGS, LLC ACCOUNTS

7931044	- Stetson Disbursement Account
7931045	- Stetson Operating Account
7931046	- Stetson Revenue Account
7931047	- Stetson Debt Service Reserve Account
7931048	- Stetson O&M Reserve Account
7931050	- Stetson Loss Proceeds Account
7931051	- Stetson Government Grant Proceeds Account
7931049	- Stetson I Holding Account
7931052	- Stetson Distribution Reserve Account
7933134	- Stetson Gen Lead Account
7933154	- Stetson Energy Hedge Reserve Account

Exhibit E-4

1

EXHIBIT E-5

to Financing Agreement

SCHEDULE OF PERMITTED ENCUMBRANCES

Stetson Mountain Wind I

1.Non-exclusive easement for roadways contained in Reciprocal Road Easement dated December 1, 1999 and recorded on December 6, 1999 in Book 2395, Page 117 of Washington County Registry of Deeds between John Hancock Mutual Life Ins. Co. and Lakeville Shores, Inc. and rerecorded on January 26, 2000 in Book 2405, Page 254 of the Washington County Registry of Deeds.

2.Provision of the Maine Tree Growth Tax Law, Title 36, M.R.S.A, Section 571-5S4A.

3.Maine Commercial Forestry Excise Tax, Title 36, M.R.SA. Section 2721, 2727.

4.Terms and conditions of Land Lease Agreement dated October 12, 2006, First Amendment to Land Lease Agreement dated March 30, 2007 and Second Amendment to Land Lease Agreement dated August 17, 2007, all as evidenced by Memorandum of Lease dated October 13, 2008, by and between Lakeville Shores Inc., as Lessor, and Evergreen Wind Power V, LLC, as Lessee, recorded on October 17, 2008 in Book 3462, Page 292, Document No. 11448, Register of Deeds, Washington County, Maine.

5.Rights to cross and recross reserved in the Trustee’s Deed from Edward D. Leonard III, as Trustee of Land Exchange Trust, under Declaration of Trust dated November 1, 1991 to Herbert C. Haynes, Inc. dated May 28, 1998 and recorded in Book 2246, Page 137 of Washington County Registry of Deeds.

6.Terms and conditions of Shared Facilities and Sublease Agreement as evidenced by Memorandum of Shared Facilities and Sublease Agreement dated December     , 2009 by and between Evergreen Wind Power V, LLC and Stetson Wind II, LLC recorded on December     , 2009 in Book         , Page           , Document No.                   , Register of Deeds, Washington County, Maine.

Exhibit E-5

1

Stetson Mountain Wind Line 56

The Permits, Routes, and Sections referred to herein are the same as those Permits, Routes, and Sections referred to in the Stetson Mountain Wind Line 56 loan policy issued by Stewart Title Guaranty Company in connection with the closing under this Agreement.

Permits

a.Terms and conditions of Permit by and between Evergreen Wind Power V LLC/UPC Wind and Department of Environmental Protection dated March 18, 2008 and filed in the Penobscot County Registry of Deeds on April 2, 2008 in Book 11345, Page 249.

Section R1/R3.

Routes 1 and 3; SGC File No: CHES-13-3; T&B File No: 07-1568AR

R1/3. a.Terms of Supplemental Indenture from Bangor Hydro-Electric Company to JP Morgan Chase Bank, N.A. dated as of May 13, 2005, recorded in Penobscot Registry of Deeds in Book 9879, Page 134 in the original principal amount of $126,000,000.00 (supplementing an earlier indenture [mortgage] on other property) [as to Exhibit A-R1/3].

R1/3. b.Non-exclusive right of way for ingress and egress described in a deed from Rodney Savage and Beatrice Savage to Robert Harmon, Sr. dated December 7, 1974, recorded in Penobscot Registry of Deeds in Book 2612, Page 39 [as to Exhibit A-R1/3].

R1/3. c.Non-exclusive easements for pole lines contained in Deed of Pole Line Easements from Rodney L. Savage to Maine Electric Power Company, Inc. dated September 16, 1969, recorded in Penobscot Registry of Deeds in Book 2169, Page 405 [as to Exhibit A-R1/3].

R1/3. d.Non-exclusive easement for anchor guys contained in instrument from Rodney L. Savage to Maine Electric Power Company, Inc. dated February 18, 1970, recorded in Penobscot Registry of Deeds in Book 2179, Page 623 [as to Exhibit A-R1/3].

R1/3. e.Terms and provisions of Generator Lead Easement Agreement and Right of First Refusal between Bangor Hydro-Electric Company and Evergreen Wind Power V, LLC dated October 10, 2008 recorded October 17, 2008 in Penobscot Registry of Deeds in Book 11563, Page 77 [as to Exhibit A-R1/3].

R1/3. f.Mortgage from Carlton W. Aylward, et als. to Northeast Bank of Lincoln, dated December 9, 1977 and recorded in Penobscot Registry of Deeds in Book 2822, Page 119 in the original amount of $25,000.00.  [as to Exhibit A-R1/3].

R1/3. g.Second Mortgage from The Lincoln Company to George E. Edwards, et al., recorded January 3, 1986 and recorded in Penobscot Registry of Deeds in Book 3768, Page 105 in the original amount of $14,758.83, as assigned to Norstar Bank of Maine by Assignment of Mortgage instrument dated January 20, 1986 and recorded in Penobscot Registry of Deeds in Book 3775, Page 227.  [as to Exhibit A-R1/3].

Exhibit E-5

R1/3. i. A Non-exclusive; easement for electricity and communication purposes from Gardner Land Company, Inc. to Bangor Hydro-Electric Company dated November 8, 2002, recorded in Penobscot Registry of Deeds in Book 8488, Page 103.

Section R4/5.

Routes 4 and 5; SGC File No:  CHES-10-2/CHES-12-01; T&B File No:  07-1658AR

R4/5. aNON-EXCLUSIVE EASEMENT FOR ELECTRIC/COMMUNICATION LINES CONTAINED IN EASEMENT DEED FROM LAKEVILLE SHORES, INC. TO BANGOR HYDRO-ELECTRIC COMPANY DATED DECEMBER 3, 2002, RECORDED IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 8509, PAGE 127 [AS TO EXHIBIT A-R4/5].

R4/5. b. TERMS AND PROVISIONS OF GENERATOR LEAD EASEMENT AGREEMENT AND RIGHT OF FIRST REFUSAL BETWEEN BANGOR HYDRO-ELECTRIC COMPANY AND EVERGREEN WIND POWER V, LLC RECORDED OCTOBER 17, 2008 IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 11563, PAGE 77 [AS TO EXHIBIT A-1/3].

Section R6.

Route 6; SGC File No:  CHES-10-14; T&B File No:  07-1533AR

R6. a.Terms and conditions of non-exclusive easement to install, operate and maintain an electric transmission line contained in Crossing Easement Agreement granted by Evergreen Wind Power V, LLC to Bangor Hydro Electric Company dated October 10, 2008 and recorded October 17, 2008 in the Penobscot County Registry of Deeds in Book 11563, Page 59 [as to Exhibit A-R6].

Section R7.

Route 7; SGC File No:  CHES-10-7; T&B File No:  07-1175AR

R7. a.Reservation of right to enter to remove materials for railway in favor of the Atlantic and Northwest Rail company and the Canadian Pacific Railway Company contained in an instrument from Arden H. Lancaster, Ronald K. Lancaster and Elizabeth Lancaster to

Exhibit E-5

Donald Morin and Elizabeth A. Morin dated January 13, 1981, recorded in Penobscot Registry of Deeds in Book 3158, Page 59.

Section R8.

Route 8; SGC File No:  CHES-10-11; T&B File No:  07-1176AR

R8. a.Terms of Memorandum of Temporary Easement for Construction Access and Laydown Area between Evergreen Wind Power V, LLC and Loren A. Hale and Joyce M. Hale dated July 8, 2008, recorded in Penobscot Registry of Deeds in Book 11456, Page 145.  NOTE:  This exception will no longer apply after the date of its stated expiration (June 30, 2010) [as to Exhibit A-R8].

Section R9

R9a.(Pea Ridge Road) Terms and conditions of unrecorded Grant of Utility Location Permit issued by the Town of Chester to Evergreen Wind Power V, LLC for crossing the Pea Ridge Road.

Section R10.

Route 10; SGC File No:  CHES-10-12; T&B File No:  07-1177AR

a.

b.R10. a. Non-exclusive easement for utility purposes from Donald L. Whitney to Bangor Hydro Electric Company dated June 25, 1993, recorded in Penobscot Registry of Deeds in Book 5377, Page 82 [as to Exhibit A-R10].

c.R10. c. Terms and conditions of non-exclusive pole line easement contained in Pole Line Easement from Donald L. Whitney to Bangor Hydro Electric Company dated November 3, 1959, recorded in Penobscot Registry of Deeds in Book 1700, Page 335, said rights subject to a Consent Agreement between Bangor Hydro-Electric Company and Evergreen Wind Power V, LLC dated October 10, 2008, recorded in Book 11563, Page 41 [as to Exhibit A-R10].

Section R12.

Route 12; SGC File No:  CHES-11-2; T&B File No:  07-1484AR

R12. a. Income tax lien against Penny L. Hurd and Sean W. Hurd in favor of the State of Maine dated September 18, 2008, recorded in Penobscot Registry of Deeds in Book 11536, Page 337 in the original amount of $591.76 (to be discharged) [as to Exhibit A-R12].

Section R15/R19.

Routes 15 & 19; SGC File No:  CHES-09-04; T&B File No:  07-1174AR

Exhibit E-5

d.

e.R15/19. a. Non-exclusive highway easement contained in instrument from Edward J. Whitney, Sr. to the State of Maine dated May 29, 1963, recorded in Penobscot Registry of Deeds in Book 1897, Page 32 [as to Exhibit A-R15/19].

R15/19. b.  Terms of Memorandum of Temporary Easement for Construction Laydown Area between Evergreen Wind Power V, LLC and The Gerrity Family Limited Partnership dated August 5, 2008, recorded in Penobscot Registry of Deeds in Book 11514, Page 205.  NOTE:  This exception will no longer apply after the date of its stated expiration (June 30, 2010) [as to Exhibit A-R15/19].

R15/19. c. Terms and provisions of Transmission Line Easement Deed by and between Evergreen Wind Power V, LLC to Maine Electric Power Company, Inc. dated October 2, 2008, recorded October 7, 2008 in Penobscot Registry of Deeds in Book 11553, Page 18. [as to Exhibit A-R15/19].

Section R16 (Highway Route 116).Terms and conditions of unrecorded Permit Record No 51818, issued by the State of Maine Department of Transportation to Evergreen Wind Power V, LLC, dated January 31, 2008, for crossing of State Route 116

Section R20.

f.Route 20; SGC File No:  CHES-18-01; T&B File No:  07-1178AR

R20. a.  Non-exclusive pole line easements contained in Deed of Pole Line Easements from Harlan H. Whitney and Pauline D. Whitney to Bangor Hydro Electric Company dated October 9, 1967, recorded in Penobscot Registry of Deeds in Book 2117, Page 543 [as to Exhibit A-R20].

R20. b.  Terms and provisions of Transmission Line Easement Deed by and between Evergreen Wind Power V, LLC to Maine Electric Power Company, Inc. dated October 2, 2008, recorded October 7, 2008 in Penobscot Registry of Deeds in Book 11553, Page 18. [as to Exhibit A-R20].

Section R21.

Route 21; SGC File No:  CHES-04-03; T&B File No:  07-1611AR

R21. a.   Non-exclusive easement to install, maintain and operate electric wires contained in an instrument from St. Regis Paper Company, et al. to Bangor Hydro-Electric Company dated October 17, 1968, recorded in Penobscot Registry of Deeds in Book 2147, Page 832 [as to Exhibit A-R21].

R21. b.  Terms and provisions of Transmission Line Easement Deed by and between Evergreen Wind Power V, LLC to Maine Electric Power Company, Inc. dated October 2, 2008,

Exhibit E-5

recorded October 7, 2008 in Penobscot Registry of Deeds in Book 11553, Page 18. [as to Exhibit A-R21].

Section R24/25.

Routes 24 and 25; SGC File No:  CHES-18-9 and CHES-18-11; T&B File No:  07-1180AR and 07-1181AR

R24/25. a.  Non-exclusive easement for ingress and egress contained in Easement instrument from Everett Harmon to Donald DeWitt dated December 1, 1965, recorded in Penobscot Registry of Deeds in Book 2062, Page 173 [as to Exhibit A-R25 only].

Section R26.

Route 26; SGC File No:  CHES-18-13; T&B File No:  07-1485AR

R26. a.  Non-exclusive right of way contained in instrument from Robert L. Harmon to Herbert C. Haynes dated August 30, 1973 recorded at said Registry in Book 2402, Page 114 [as to Exhibit A-R26].

R26. b.  Non-exclusive right of way for ingress and egress contained in an instrument from Robert Harmon to Donald DeWitt contained in a deed dated December 7, 1965 recorded at said Registry in Book 2062, Page 170 [as to Exhibit A-R26].

Section R30.

Route 30; SGC File No:  CHES-5-2.6; T&B File No:  07-1173AR

R30. a.  Non-exclusive 50 foot wide access right of way described in Warranty Deed from Herbert C. Haynes, Inc. to Albert S. Ring and Linda M. Ring dated July 27, 1981, recorded in Penobscot Registry of Deeds in Book 3219, Page 174 [as to Exhibit A-R30].

R30. b. Terms and provisions of Memorandum of Temporary Easement For Construction Access & Laydown Area between Evergreen Wind Power V, LLC and Albert S. Ring and Linda M. Ring dated July 5, 2008, recorded in Penobscot Registry of Deeds in Book 11457, Page 227 [as to Exhibit A-R30].  NOTE:  This exception will no longer apply after the date of its stated expiration (June 30, 2010).

Section R31.

Route 31; SGC File No:  CHES-5-2.3; T&B File No:  07-1172AR

R31. a.  Non-exclusive 50 foot wide access right of way described in an instrument from Herbert C. Haynes, Inc to Prentiss & Carlisle Company, Inc., et al. dated September 19, 1984, recorded in Penobscot Registry of Deeds in Book 3612, Page 324 [as to Exhibit A-R31].

Exhibit E-5

R31. b.  Non-exclusive right of way for ingress and egress contained in Warranty Deed from Herbert C. Haynes, Inc. to Edward F. Sargent, Jr. dated November 1, 1988, recorded in Penobscot Registry of Deeds in Book 4377, Page 229 [as to Exhibit A-R31].

Section R31.5.

R31.5 a.  Non-exclusive right of way contained in Warranty Deed from H.C. Haynes, Inc. to Richard W. Maheux, recorded in Penobscot Registry of Deeds in Book 3957, Page 300.

R31.5 b.  Non-exclusive right of way for ingress or egress contained in Warranty Deed from Herbert C. Haynes, Inc. to William Sirigos, dated March 3, 1994, recorded in Penobscot Registry of Deeds in Book 6626, Page 146.

R31.5 c.  Non-exclusive right of way contained in Warranty Deed from Herbert C. Haynes, Inc. to William H. Winslow and Donald C. Cartonio, Sr., dated April 1, 1987, recorded in Penobscot Registry of Deeds in Book 4028, Page 174.

R31.5 d.  Non-exclusive right of way contained in Warranty Deed from Herbert C. Haynes, Inc. to B.M.W. Realty Co., dated May 1, 1987, recorded in Penobscot Registry of Deeds in Book 4056, Page 297.

R31.5 e.  Non-exclusive 50 foot wide access right of way and non-exclusive 50 foot wide right of way for all purposes of a way contained in Warranty Deed from Herbert C. Haynes, Inc. to B.M.W. Realty Co., dated May 1, 1987, recorded in Penobscot Registry of Deeds in Book 4067, Page 226

R31.5 f.  Non-exclusive right of way for ingress and egress contained in Warranty Deed from Herbert C. Haynes, Inc. to Edward F. Sargent, Jr., dated November 1, 1988, recorded in Penobscot Registry of Deeds in Book 4377, Page 229.

R31.5 g.  Non-exclusive right of way for ingress and egress contained in Warranty Deed from Herbert C. Haynes, Inc. to Edward F. Sargent and Geraldine E. Sargent, dated November 1, 1988, recorded in Penobscot Registry of Deeds in Book 4378, Page 335.

R31.5 h.  Non-exclusive right of way for ingress and egress contained in Warranty Deed from Herbert C. Haynes, Inc. to Joseph T. Giansanti, dated January 1, 1989, recorded in Penobscot Registry of Deeds in Book 4398, Page 81.

R31.5 i.  Non-exclusive right of way for all purposes of a way, including utilities purposes and ingress and egress, contained in Warranty Deed from Herbert C. Haynes, Inc. to Donald C. Cartonio, Sr., Patrick A. Cartonio, Joseph F. Cartonio, and Donald C. Cartonio, Jr., dated January 1, 1990, recorded in Penobscot Registry of Deeds in Book 4600, Page 265.

Exhibit E-5

Section R36 (Butterfield Ridge Road)

R36. aTerms and conditions of Unrecorded Grant of Utility Location Permit by the Town of Woodville to Evergreen Wind Power V, LLC, dated May 12, 2008 for crossing the Butterfield Ridge Road.

Section R38.

Route 38; SGC File No:  WOOD-2-10; T&B File No:  07-1734AR

Section 38 (Eastern Maine Railway Company) Terms and conditions of Overhead Wire Agreement from Eastern Maine Railway Company dated May 01, 2008, a memorandum of which was dated May 1, 2008 and recorded July 29, 2008 in the Penobscot County Registry of Deeds in Book 11478, Page 169.

Section R39.

Route 39; SGC File No:  WOOD-2-4B; T&B File No:  07-1310AR

R39. a.  TERMS CONTAINED IN SUPPLEMENTAL FINAL ORDER AND JUDGMENT RECORDED AUGUST 27, 2007, IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 11100, PAGE 1, AS SUCH TERMS ARE MODIFIED BY AND SUBJECT TO RIGHTS CONTAINED IN AND TERMS OF A CONSENT AGREEMENT BETWEEN AT&T CORP. AND ROYAL M. SCHOONOVER AND VANESSA V. SCHOONOVER DATED APRIL 22, 2008, RECORDED IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 11385, PAGE 40 [AS TO EXHIBIT A-R39].

Section R40.

Route 40; SGC File No:  WOOD-2-8; T&B File No:  07-1534AR

R40. a.  Reservation from International Paper Company to IP Maine Forests L.L.C. for mineral rights in, on or under any of the Grantor’s land.  [as to Exhibit A-R40].

Section R41.

Route 41; SGC File No:  WOOD-2-9; T&B File No:  07-1608AR

R41. a.  A survey plan prepared for Prentiss & Carlisle Company, Inc. dated June 23, 1988 prepared by Gilbert S. Viitala, Land Surveyor for Prentiss & Carlisle Co., Inc. Engineers and recorded Penobscot Registry of Deeds in Map File D 121-88, depicts the U.S. Government pipeline running to Loring, crossing the insured property, not withstanding the fact that the pipeline easement is located outside the area of any improvements proposed or constructed [as to Exhibit A-R41].

Exhibit E-5

Section R42.

Route 42; SGC File No:  WOOD-2-3; T&B File No:  07-1535AR

R42. a.  Reservation from International Paper Company to IP Maine Forests L.L.C. for mineral rights in, on or under any of the Grantor’s land [as to Exhibit A-R42].

Section R43/45.

Routes 43/45; SGC File No:  WOOD-2-14; T&B File No:  07-1186AR

R43/45 a.  Non-exclusive easement to construct, maintain and operate a line of poles and wires and transmit electricity and voice contained in instrument from Vernon F. Robichaud to Bangor Hydro-Electric Company dated November 8, 1962, recorded in Penobscot Registry of Deeds in Book 1868, Page 55 [as to Exhibit A-R43/45].

R43/45. b.  Non-exclusive pipeline easement contained in instrument from Jacob Robichaud to the United States of America dated April 8, 1953, and recorded at said Registry in Book 1386, Page 143. [as to Exhibit A-R43/45].  ].  [as to Exhibit A-R44].

R43/45. c.  Subject to any existing non-exclusive rights of the public in and to any and all public roads or highways across the same. [as to Exhibit A-R43/45].

Section R46.

Route 46; SGC File No:  WOOD-2-15.1; T&B File No:  07-1187AR

R46. a.  Non-exclusive easement to construct, maintain and operate an electricity line contained in an instrument from Floyd Welch to Bangor Hydro-Electric Company dated October 3, 1963, recorded in Penobscot Registry of Deeds in Book 1918, Page 293, as modified by a Consent Agreement between Bangor Hydro-Electric Company and Evergreen Wind Power V, LLC dated October 17, 2008, recorded in Book 11563, Page 37 [as to Exhibit A-R46].

R46. b.  Non-exclusive right of way for all purposes of a way described in a Warranty Deed from Wellington O. Hicks, Jr. and Anna D. Hicks to Hayden P. McCarthy dated May 25, 1995, recorded in Penobscot Registry of Deeds in Book 5869, Page 68 [as to Exhibit A-R46].

Sections R47 (River Road)

R47. a.  Terms and conditions of unrecorded Grant of Utility Location Permit issued by the Town of Woodville to Evergreen Wind Power V, LLC, dated May 12, 2008, for crossing River Road.

Section R50.

Route 50; SGC File No:  MATT-U4-12; T&B File No:  07-1730AR

R50. A.  NON-EXCLUSIVE RIGHT OF WAY FOR INGRESS AND EGRESS AND NON-EXCLUSIVE

Exhibit E-5

PIPELINE EASEMENT SET FORTH IN A DEED FROM JOHN R. ESTES TO L.D. BEARCE COMPANY DATED JUNE 8, 1936, RECORDED IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 1108, PAGE 497 [AS TO EXHIBIT A-R50].

R50. B.  NON-EXCLUSIVE EASEMENT FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS ASSIGNED FROM EVERGREEN WIND POWER V, LLC TO NORTHERN TIMBERS, INC. IN ASSIGNMENT OF EASEMENT RIGHTS DATED MARCH 14, 2008, AND RECORDED ON MARCH 28, 2008 IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 11338, PAGE 149 [AS TO EXHIBIT A-R50].

Route 51 (Route 2)

R51. a.  Terms and conditions of Permit Record No. 51814, issued by State of Maine Department of Transportation to Evergreen Wind Power V, LLC, dated January 31, 2008, for crossing US Route 2.

Route 52 (Eastern Maine Railway)

R52. a.  Terms and conditions of an Overhead Wire Agreement from Eastern Maine Railway Company, a memorandum of which was dated May 1, 2008 and recorded July 29, 2008 in the Penobscot County Registry of Deeds in Book 11478, page 166.

Route 53

R53. a.  Terms and conditions of an Overhead Wire Agreement from Maine Central Railroad Company dated May 15, 2008, a memorandum of which was recorded June 4, 2008, in the Penobscot County Registry of Deeds in Book 11414, Page 332.

Section R55.

Route 55; SGC File No:  MATT-U3-7; T&B File No:  07-1189AR

R55. a.  Terms and conditions of Memorandum of Option Agreement between Richard A. Delaite and David W. Delaite to Evergreen Wind Power III, LLC dated July 17, 2008, recorded in Penobscot Registry of Deeds in Book 11467, Page 253.

Exhibit E-5

R55. B.  TERMS AND CONDITIONS OF EASEMENT FOR RIGHT OF WAY ACCESS ROAD FROM RICHARD A. DELAITE AND DAVID W. DELAITE TO EVERGREEN WIND POWER V, LLC DATED MAY 2, 2008, RECORDED IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 11384, PAGE 323.

Section R56.

Route 56; SGC File No:  MATT-R1-2A; T&B File No:  07-1190AR

R56. a.  Non-exclusive easement for purpose of ingress and egress contained in Warranty Deed from Hayden P. McCarthy to Bion Tolman dated May 14, 1998, recorded in Penobscot Registry of Deeds in Book 6691, Page 75 [as to Exhibit A-R56].

Section R57.

Route 57; SGC File No:  MATT-U5-10; T&B File No:  07-1478AR

R57. a.  Terms and conditions of Transmission Line Right of Way Easement from Forster Manufacturing Company, Inc. to Kingman Electric Cooperative recorded in the Penobscot County Registry of Deeds in Book 1546, page 252, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative, Inc. to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V. LLC dated June 6, 2008, recorded in Book 11420, Page 179 [as to Exhibit A-R57].  The grant of easement contained herein extends to the tread of the Mattawamkeag River.  This easement, described as R57 in Schedule A hereto, abuts the easement granted to Evergreen Wind Power V, LLC described as R60/62 in Schedule A hereto.

R57. b.  Terms of Notice of Landfill Closure from Forster, Inc. dated January 10, 1995, recorded in Penobscot Registry of Deeds in Book 5805, Page 227 as affected by Corrective Notice of Landfill Closure from Forster, Inc. dated February 9, 1995, recorded in Penobscot Registry of Deeds in Book 5806, Page 294 [as to Exhibit A-R57].

R57. d.  Reservation of non-exclusive easement for purposes of ingress and egress and performing environmental remediation contained in Quitclaim Deed with Covenant from Forster, Inc. to Aroostook and Bangor Resources, Inc. dated February 9, 1995, recorded in Penobscot Registry of Deeds in Book 5815, Page 92 [as to Exhibit A-R57].

Section R58.

Route 58; SGC File No:  MATT-R1-02; T&B File No:  07-1532R

Exhibit E-5

R58. a.  Non-exclusive rights of the public and other to so much of the premises as lies within the bed or bottom of the Mattawamkeag River and Mattakeunk Stream, their arms, branches or tributaries by whatever name called [as to Exhibit A-R58].

R58. b.  Reservation of non-exclusive mineral rights contained in Quit Claim Deed with Covenant from International Paper Company to IP Timberlands Operating Company, LTD dated March 14, 1985, recorded in Volume 3712, Page 223 [as to Exhibit A-R58].

Section R60/62.

Routes 60/62; SGC File No:  MATT-R1-24; T&B File No:  07-1482AR

R60/62. a.  Non-exclusive easement for access to Mattawamkeag River for purpose of launching canoes contained in instrument from Melvin L. Vicaire to Penobscot Reservation Tribal Council dated March 26, 1975, recorded in Penobscot Registry of Deeds in Book 2535, Page 134 [as to Exhibit A-R60/62].

R60/62. b. Terms and provisions of Transmission Line Right of Way Easement from Bert J. and Margaret Libbey to Kingman Electric Cooperative dated September 16, 1952, recorded in Penobscot Registry of Deeds in Book 1546, Page 253, said right of way easement assigned from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc. in Deed and Bill of Sale dated May 13, 1964 recorded in Book 1949, Page 5 and said easement rights having been further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Book 11420, Page 179 as to Exhibit A-R60/62. – (EA) [as to Exhibit A-R60/62].

Section R61 (River Road)

R61. b Unrecorded Grant of Utility Location Permit issued by Town of Mattawamkeag to Evergreen Wind Power V, LLC, dated May 22, 2008 for crossing River Road.

Section R63.

Route 63; SGC File No:  MATT-R1-26; T&B File No:  07-1481AR

R63. A.  TERMS AND PROVISIONS OF TRANSMISSION LINE RIGHT OF WAY EASEMENT FROM VERNON PHILBRICK AND MILDRED PHILBRICK TO KINGMAN ELECTRIC COOPERATIVE DATED DECEMBER 5, 1951, RECORDED IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 1546, PAGE 254, SAID RIGHT OF WAY EASEMENT ASSIGNED FROM KINGMAN ELECTRIC COOPERATIVE TO EASTERN MAINE ELECTRIC COOPERATIVE, INC. IN DEED AND BILL OF SALE DATED MAY 13, 1964 RECORDED IN BOOK 1949, PAGE 5 AND SAID EASEMENT

Exhibit E-5

RIGHTS HAVING BEEN FURTHER ASSIGNED BY ASSIGNMENT AND ASSUMPTION OF PROPERTY RIGHTS AGREEMENT BETWEEN EASTERN MAINE ELECTRIC COOPERATIVE, INC. AND EVERGREEN WIND POWER V, LLC DATED JUNE 6, 2008, RECORDED IN BOOK 11420, PAGE 179 [AS TO EXHIBIT A-R63].

Section R66.

Route 66; SGC File No:  MATT-R2-03-16; T&B File No:  07-1420AR

R66. a.  Terms and provisions of Transmission Line Right of Way Easement from George W. and Ethel S. Pettengill to Kingman Electric Cooperative dated September 17, 1952 and recorded in Penobscot Registry of Deeds in Book 1546, Page 256, said right of way easement assigned from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc. in Deed and Bill of Sale dated May 13, 1964 recorded in Book 1949, Page 5 and said easement rights having been further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Book 11420, Page 179  [as to Exhibit A-R66].

Section R67.

Route 67; SGC File No:  MATT-R2-03-17; T&B File No:  07-1419AR

R67. a.  Terms and provisions of Transmission Line Right of Way Easement from George and Ethel Pettengill to Kingman Electric Cooperative dated September 17, 1952, recorded in Penobscot Registry of Deeds in Book 1546, Page 256, said right of way easement assigned from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc. in Deed and Bill of Sale dated May 13, 1964 recorded in Book 1949, Page 5 and said easement rights having been further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Book 11420, Page 179 [as to Exhibit A-R67].

Section R68/69/70.

Routes 68, 69 and 70; SGC File No:  MATT-R2-03-18 and R2-03-19; T&B File No:  07-1421AR

R68/69/70.  a.  Terms and provisions of Transmission Line Right of Way Easement from George W. and Ethel S. Pettengill to the Kingman Electric Cooperative dated September 17, 1952 and recorded in Penobscot Registry of Deeds in Book 1546, Page 256, said right of way easement assigned from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc. in Deed and Bill of Sale dated May 13, 1964 recorded in Book 1949, Page 5 and said easement rights having been

Exhibit E-5

further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Book 11420, Page 179. This easement being a 100-foot wide strip on the south side of the railroad and running across the insured property [as to Exhibit A-R68/69/70]

Section R71/72.

Routes 71 and 72; SGC File No:  MATT-R2-03-21 and R2-03-22; T&B File No:  07-1514AR

R71/72. a.  Terms and provisions of Transmission Line Right of Way Easement from George W. and Ethel S. Pettengill to the Kingman Electric Cooperative dated September 17, 1952 and recorded in Penobscot Registry of Deeds in Book 1546, Page 256, said right of way easement assigned from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc. in Deed and Bill of Sale dated May 13, 1964 recorded in Book 1949, Page 5 and said easement rights having been further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Book 11420, Page 179 [as to Exhibit A-R71/72].

R71/72. b.  Reservation of non-exclusive 50 foot wide right of way for all purposes of way contained in Warranty Deed from Herbert C. Haynes, Inc. to Bruce Campbell dated January 13, 1992, recorded February 9, 2000 in Penobscot Registry of Deeds in Book 7288, Page 241 [as to Exhibit A-R71/72].

Section R73/74.

Routes 73 and 74; SGC File No:  MATT-R2-03-12 and R2-03-13; T&B File No:  07-1515AR

R73/74. a.  Terms and provisions of Transmission Line Right of Way Easement from George W. and Ethel S. Pettengill to Kingman Electric Cooperative dated September 17, 1952 and recorded in Penobscot Registry of Deeds in Book 1546, Page 256, said right of way easement assigned from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc. in Deed and Bill of Sale dated May 13, 1964 recorded in Book 1949, Page 5 and said easement rights having been further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Book 11420, Page 179. This being a 100 foot wide transmission line easement on the south side of the railroad over lot 126 (and others) and across the insured property [as to Exhibit A-R73/74].

R73/74. b.  Reservation of non-exclusive 50 foot wide right of way for all purposes of way contained in Warranty Deed from Herbert C. Haynes, Inc. to Jamie Lee Steeves dated October 16, 2001, recorded January 3, 2002 in Penobscot Registry of Deeds in Book 8017, Page 117. [as to Exhibit A-R73/74].

Section 75

Route 75; SGC File No:  MATT-R4-1; T&B File No:  07-1606AR

Exhibit E-5

R75. a.  Non-exclusive flowage rights contained in an Indenture between American Realty Company and Winn Water & Power Company dated March 16, 1932, recorded in Penobscot Registry of Deeds, Volume 1059, Page 329. NOTE:  This policy insures against loss or damage sustained by the insured by reason of damage to the improvements constructed on the land after the date of the policy arising out of the future exercise of any water privileges or rights created or reserved by said instrument and existing as of the date of the policy [as to Exhibit A-R75].

R75. b.  Reservation of water privileges and rights in an instrument by P. McCullough to the American Realty Company dated June 14, 1901, and recorded in Penobscot Registry of Deeds in Book 708, Page 175 [as to Exhibit A-R75].

R75. c.  Covenants, conditions and restrictions contained in Memorandum of Agreement between International Paper Company, Osito Logging, Inc., and Kennebec West Forest LLC, dated December 31, 2004, and recorded in Penobscot Registry of Deeds in Book 9702, Page 326, as affected by an Amendment to Memorandum of Agreement, effective January 21, 2005, and recorded in Book 9778, Page 216 [as to Exhibit A-R75].

R75. e.  Terms and provisions of Easement Deed and Agreement between Penobscot Forest, LLC and Evergreen Wind Power V, LLC recorded July 23, 2008, recorded in Penobscot Registry of Deeds in Book 11473, Page 276 [as to Exhibit A-R75].

Section R79.

Route 79; SGC File No:  KING-1-31-1; T&B File No:  07-1192AR

R79. b.  Terms and conditions of Transmission Line Right of Way Easement from Annie Brown to Kingman Electric Cooperative dated June 18, 1953 and recorded at said Registry in Book 1409, Page 249, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Book 11420, Page 179. [as to Exhibit A-R79].

R79. c.  Terms and conditions of Non-exclusive easement for electric transmission line contained in Transmission Line Right of Way Easement from Claude Gibbs and Ruth Gibbs to

Exhibit E-5

Kingman Electric Cooperative dated June 18, 1953 and recorded at said Registry in Book 1409, Page 250, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative, Inc. and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Book 11420, Page 179. [as to Exhibit A-R79].

Section R80.

Route 80; SGC File No:  KING-1-31-2; T&B File No:  07-1487AR

R80.  a.  Terms and provisions of Transmission Line Right of Way Easement from Ernest W. Oliver to Kingman Electric Cooperative dated June 18, 1953, recorded in Penobscot Registry of Deeds in Book 1546, Page 257, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R80].

R80.  b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198 [as to Exhibit A-R80].

Section R81.

Route 81; SGC File No:  KING-01-32; T&B File No:  07-1488AR

R81. a.  Terms and provisions of Transmission Line Right of Way Easement from Ernest W. Oliver to Kingman Electric Cooperative dated June 18, 1953, recorded in Penobscot Registry of Deeds in Book 1546, Page 257; said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R81].

R81. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198 [as to Exhibit A-R81].

Section R82.

Route 82; SGC File No:  KING-01-05; T&B File No:  07-1489AR

Exhibit E-5

R82. a.  Terms and provisions of Transmission Line Right of Way Easement from Otto Clark and Nellie Clark to Kingman Electric Cooperative dated December 12, 1951, recorded in Penobscot Registry of Deeds in Book 1546, Page 258; said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R82].

R82. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198 [as to Exhibit A-R82].

Section R83.

Route 83; SGC File No:  KING-01-07-02; T&B File No:  07-1490AR

R83. a.  Terms and provisions of Transmission Line Right of Way Easement from Otto Clark and Nellie Clark to Kingman Electric Cooperative dated December 12, 1951, recorded in Penobscot Registry of Deeds in Book 1546, Page 258; said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R83].

R83. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198 [as to Exhibit A-R83].

Section R84.

Route 84; SGC File No:  KING-01-09-01; T&B File No:  07-1491AR

R84. a.  Terms and provisions of Transmission Line Right of Way Easement from Ralph Worster and Isabelle Worster to Kingman Electric Cooperative dated December 12, 1951, recorded in Penobscot Registry of Deeds in Book 1546, Page 259, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R84].

Exhibit E-5

R84. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198 [as to Exhibit A-R84].

Section R85.

Route 85; SGC File No:  KING-01-11-02; T&B File No:  07-1492AR

R85. a.  Terms and provisions of Transmission Line Right of Way Easement from Grace Osnoe and Laurence Osnoe to Kingman Electric Cooperative dated January 22, 1954, recorded in Penobscot Registry of Deeds in Book 1550, Page 114, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R85].

R85. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198 [as to Exhibit A-R85].

Section R86.

Route 86; SGC File No:  KING-01-11-01; T&B File No:  07-1493AR

R86. a.  Terms and provisions of Transmission Line Right of Way Easement from Grace Osnoe and Laurence Osnoe to Kingman Electric Cooperative dated January 22, 1954, recorded in Penobscot Registry of Deeds in Book 1550, Page 114, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R86].

R86. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198  [as to Exhibit A-R86].

Section R87.

Route 87; SGC File No:  KING-01-11-03; T&B File No:  07-1494AR

R87. a.  Terms and provisions of Transmission Line Right of Way Easement from Grace Osnoe and Laurence Osnoe to Kingman Electric Cooperative dated January 22, 1954, recorded

Exhibit E-5

in Penobscot Registry of Deeds in Book 1550, Page 114, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R87].

R87. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198  [as to Exhibit A-R87].

Section R88.

Route 88; SGC File No:  KING-01-13; T&B File No:  07-1495AR

R88. a.  Terms and provisions of Transmission Line Right of Way Easement from Grace Osnoe and Laurence Osnoe to Kingman Electric Cooperative dated January 22, 1954, recorded in Penobscot Registry of Deeds in Book 1550, Page 114, said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R88].

R88. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198  [as to Exhibit A-R88].

Section R89 (Highway Route 170).

R89. a.  Terms and conditions of unrecorded Permit Record No. 51816, issued by the State of Maine Department of Transportation to Evergreen Wind Power V, LLC, dated January 31, 2008, for crossing State Route 170.

Section R90.

Route 90; SGC File No:  KING-01-14-21; T&B File No:  07-1496AR

R90. a.  Terms and provisions of Transmission Line Right of Way Easement from John Westgate and Dennie Westgate to Kingman Electric Cooperative dated December 12, 1951, recorded in Penobscot Registry of Deeds in Book 1546, Page 260; said easement rights having assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as

Exhibit E-5

further been assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R90].

R90. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198  [as to Exhibit A-R90].

Section R91.

Route 91; SGC File No:  KING-01-16; T&B File No:  07-1497AR

R91. a.  Terms and provisions of Transmission Line Right of Way Easement from Mabel Vinson to Kingman Electric Cooperative dated October 14, 1952, recorded in Penobscot Registry of Deeds in Book 1546, Page 263; said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Elective Cooperative, Inc., dated May 13, 1964 recorded in Book 1949, Page 5 and further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R91].

R91. c.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198.

Section R92/93.

Routes 92 and 93; SGC File No:  KING-01-18-03 and 01-18-01; T&B File No:  07-1498AR

R92/93. a.  Terms and provisions of Transmission Line Right of Way Easement from Orland Severance and Lena Severance to Kingman Electric Cooperative dated December 14, 1951, recorded in Penobscot Registry of Deeds in Book 1546, Page 262; said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, Page 179 [as to Exhibit A-R92/93].

R92/93. b.  Terms and provisions of Crossing Agreement between Eastern Maine Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded June 9, 2008 in Penobscot Registry of Deeds in Book 11420, Page 198  [as to Exhibit A-R92/93].

Section R96.

Route 96; SGC File No:  WEBS-01-05; T&B File No:  07-1607AR

Exhibit E-5

R96. a.  Restrictions stating that all property along and adjacent to the Mattagodus Stream, Webster Plantation, Maine, shall forever be held as a wildlife management area managed under a plan meant to ensure the protection of plant, vertebrate and invertebrate species considered rare, threatened, or endangered, contained in a Quitclaim Deed with Covenant from Diamond Occidental Forest, Inc. to State of Maine, Department of Inland Fisheries and Wildlife, recorded in Penobscot Registry of Deeds in Book 4733, Page 365. [as to Exhibit A-R96].

Section R97/99/101.

Routes 97, 99 and 101; SGC File No:  PREN-08-1; PREN-06-24; PREN-6-23; T&B File No:  07-1579AR

R97/99/101. a.  The right to cross and recross the property reserved in Partition Deed with Quitclaim Covenant from Andre Emerson Cushing Corp., Greentrees Inc., McCrillis Timberland LLC, and Prentiss & Carlisle Company, Inc. to Lakeville Shores, Inc., recorded December 15, 2006 in Book 10763, Page 199 in the Penobscot Registry of Deeds, Partition Deed with Quitclaim Covenant from The Cushing Family Corporation to Lakeville Shores, Inc., dated December 6, 2006, recorded December 15,2006 in Book 10763, Page 246 in said Registry, Partition Deed with Quitclaim Covenant from Lange Timber LLC and Webber Timber LLC to Lakeville Shores, Inc., dated December 7, 2006, recorded December 15,2006 in Book 10763, Page 286 in said Registry, and Trustee’s Deed from Edward D. Leonard III as Trustee of Land Exchange Trust under Declaration of Trust dated November 1, 1991 to John M. Webber, dated September 29, 2000 and recorded September 9, 2000 in Book 7488, Page 301 in said Registry.

Section R98.

Route 98; SGC File No:  PREN-02-26-01; T&B File No:  07-1463AR

R98. a.  Terms and conditions of Non-exclusive easement for electric transmission line contained in Transmission Line Right of Way Easement from Leroy Porter and Axie Porter to Kingman Electric Cooperative dated September 2, 1952 and recorded at said Registry in Book 1546, Page 267; said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Main Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, page 179. [as to Exhibit A-R98].

Section R100 (Highway Route 170)

R100. a.  Terms and conditions of unrecorded Permit No. 51824, issued by the State of Maine Department of Transportation to Evergreen Wind Power V, LLC, dated January 31, 2008, for crossing State Route 170.

Exhibit E-5

Section 103.

Route 103; SGC File No:  07-1499AR; T&B File No:  07-1499AR

R103. a.  Terms and conditions of Transmission Line Right of Way Easement from Clair Worster and Hattie Worster to Kingman Electric Cooperative dated March 4, 1954, recorded in Penobscot Registry of Deeds in Book 1546, Page 265;  said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Main Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, page 179 [as to Exhibit A-R103].

Section 104.

Route 104; SGC File No:  PREN-6-17.1; T&B File No:  07-1383AR

R104. a.  Terms and conditions of Non-exclusive easement for electric transmission line contained in Transmission Line Right of Way Easement from Clair Worster and Hattie Worster to Kingman Electric Cooperative dated March 4, 1954, recorded in Penobscot Registry of Deeds in Book 1546, Page 265; said easement rights having been assigned by Deed and Bill of Sale from Kingman Electric Cooperative to Eastern Maine Electric Cooperative, Inc., dated May 13, 1964, recorded in Book 1949, Page 5, as further assigned by Assignment and Assumption of Property Rights Agreement between Eastern Main Electric Cooperative and Evergreen Wind Power V, LLC dated June 6, 2008, recorded in Penobscot Registry of Deeds in Book 11420, page 179 [as to Exhibit A-R104].

Section 105 (State Route 170).

R105. a.  Terms and conditions of unrecorded Permit Record No 51822 issued by the State of Maine Department of transportation to Evergreen Wind Power V, LLC, dated February 13, 2009, for crossing State Route 170.

Section R106/108.

Routes 106/108; SGC File No:  PREN-04-54 and PREN-06-13; T&B File No:  07-1351AR

R106/108. b.  Terms of Memorandum of Temporary Easement for Construction Access and Laydown Area between Evergreen Wind Power V, LLC and John Osgood and Susan Osgood dated July 15, 2008, recorded in Penobscot Registry of Deeds in Book 11474, Page 336.  NOTE:  This easement will no longer apply after the date of its stated expiration (June 30, 2010) [as to Exhibit A-R106/108].

Exhibit E-5

Route 107 (Osgood Road)

R107. a.  Terms and conditions of unrecorded Letter from County of Penobscot Court of County Commissioners, dated February 12, 2008, approving the crossing of Osgood Road in Prentiss Township

Section R111/113.

Routes 111/113; SGC File No:  PREN-04-29 and PREN-04-05.1; T&B File No:  07-1513AR

R111/113. a.  Reservation of a thirty-five (35%) percent undivided interest in and to the minerals within the lands conveyed referred to in Quitclaim Deed with Covenant from the Penobscot Indian Nation to Herbert C. Haynes, Inc. recorded in Penobscot Registry of Deeds in Book 5863, Page 240.

R111/113. b.  TERMS AND PROVISIONS OF MEMORANDUM OF TEMPORARY EASEMENT FOR CONSTRUCTION ACCESS AND LAYDOWN AREA BETWEEN EVERGREEN WIND POWER V, LLC AND THOMAS E. LINSCOTT AND KAREN B. LINSCOTT DATED JULY 15, 2008, RECORDED JULY 24, 2008 IN PENOBSCOT REGISTRY OF DEEDS IN BOOK 11474, PAGE 339.  NOTE:  THIS EXCEPTION WILL NO LONGER APPLY AFTER THE DATE OF ITS STATED EXPIRATION (JUNE 30, 2010) [AS TO EXHIBIT A-R111/113].

Section R112 (Tar Ridge Road)

R112. a.  Terms and conditions of unrecorded Letter from the County of Penobscot Court of County Commissioners, dated February 12, 2008, approving the crossing of Tar Ridge Road in Prentiss Township

Section R117 (Highway Route 169)

R117. a.  Terms and provisions of unrecorded Permit Record No. 51820 issued by the State of Maine Department of Transportation to Evergreen Wind Power V, LLC, dated January 31, 2008, for crossing State Route 169

Section R118.

Route 118; SGC File No:  PREN-02-12; T&B File No:  07-1194AR

R118. a.  Non-exclusive easement for electric distribution and communication lines contained in an instrument from Fred and Mae Kimball to Eastern Maine Electrical Cooperative and

Exhibit E-5

New England Telephone and Telegraph Company dated April 12, 1977, recorded in Penobscot Registry of Deeds in Book 2829, Page 217 [as to Exhibit A-R118].

Section R119.

Route 119; SGC File No:  CARR-01-03; T&B File No:  07-1542AR

R119. a.  Reservation of a thirty-five (35%) percent undivided interest in and to the minerals within the lands conveyed referred to in Quitclaim Deed with Covenant dated August 20, 1986  recorded in Penobscot Registry of Deeds in Book 3883, Page 352.

Section R122 (North Road)

R122. a.Terms and conditions of unrecorded Grant of Utility Location Permit issued by Carroll Plantation to Evergreen Wind Power V, LLC, dated April 28, 2008, for crossing in North Road.

Section R124.

Route 124; SGC File No:  CARR-01-04; T&B File No:  07-1539AR

R124. a.  Mortgage from Gardner Land Company, Inc. to Farm Credit of Maine, ACA, dated and recorded November 17, 2000 in Penobscot Registry of Deeds in Book 7533, Page 40, in the original principal amount of $16,000,000.00, modified by a consent accommodating the insured easement recorded in Book 11329, Page 286 [as to Exhibit A-R124].

Section R125.

Route 125; SGC File No:  PREN-01-11.6; T&B File No:  07-1305AR

R125 a.  Non-exclusive right of way contained in Trustee’s Deed from Mary B. Gregor, Trustee of Meadows and Mountains Trust to Jason Uriah Mully dated February 11, 1998, recorded in Penobscot Registry of Deeds in Book 6600, Page 67 [as to Exhibit A-R125].

Washington County:

Township 8 Ranges 3 and 4

a.Non-exclusive roadway easements contained in Reciprocal Road Easement between John Hancock Mutual Life Ins. Co. and Lakeville Shores, Inc. dated December 1, 1999 and

Exhibit E-5

rerecorded on January 26, 2000 in Book 2405, Page 254 of the Washington County Registry of Deeds.

b.Provision of the Maine Tree Growth Tax Law, Title 36, M.R.S.A, Section 571-5S4A.

c.Maine Commercial Forestry Excise Tax, Title 36, M.R.SA. Section 2721, 2727.

d.Intentionally Deleted.

e.Reservation of the non-exclusive right to cross and recross contained in the Trustee’s Deed from Edward D. Leonard III, Trustee of Land Exchange Trust, under Declaration of Trust dated November 1, 1991 to Herbert C. Haynes, Inc. dated May 28, 1998 and recorded in Book 2246, Page 137 of Washington County Registry of Deeds.

f.Non-exclusive roadway easements contained in Reciprocal Road Easement between John Hancock Mutual Life Insurance Company and Lakeville Shores, Inc., dated December 1, 1999 and recorded on December 6, 1999 in the Washington County Register of Deeds in Book 2395, Page 117.

Exhibit E-5

Stetson II

The Tracts referred to herein are the same as those Tracts referred to in the Stetson II loan policy issued by Stewart Title Guaranty Company in connection with the closing under this Agreement.

1.Standard Exceptions –

a.Rights or claims of parties in possession not shown by the public records.  Affects Tract 2 only.

b.Easements, or claims of easements, not shown by the public records. .  Affects Tract 2 only.

c.Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey and inspection of the premises.  Affects Tract 2 only.

d.Any lien, or right to a lien, for services, labor, or material hereto or hereafter furnished, imposed by law and not shown by the public records. .  Affects Tract 2 only.

e.titles or rights asserted by anyone including but not limited to persons, corporations, governments or other entities, to tide lands, or lands comprising the shores or bottoms of navigable rivers, lakes, bays, oceans or gulf, or lands beyond the line of the harbor or bulkhead lines as established or changed by the United States Government or water rights, if any. .  Affects Tract 2 only.

TRACTS 1 and 2

1.Terms and conditions of Memorandum of Lease between Lakeville Shores, Inc. and Stetson Wind II, LLC recorded in Book 3482, Page 141, as amended by First Amendment to Amended and Restated Leand Lease Agreement recorded in Book 3543, page 234.

2..Non-exclusive easement for electric and telephone lines contained in Easement given by G. Pierce Webber, as agent for Webber Timberlands to Eastern Maine Electric Cooperative and New England Telephone and Telegraph Company, dated August 6, 1969, and recorded in the Washington County Registry of Deeds in Book 679, Page 302.  Affects Tract 2 only, does not affect Tract 1

3.Non-exclusive easement for public highway contained in Easement given by G. Peirce Webber, as agent for Webber Timberlands, to the State of Maine, dated April 27, 1972, recorded in the Washington County Registry of Deeds in Book 752, Page 194.  Affects Tract 2 only, does not affect Tract 1

4.Non-exclusive easement for slopes and drainage along State Route 169 contained in Easement given by G. Peirce Webber, as agent for Webber Timberlands, to the State of Maine, dated September 8, 1978, recorded in the Washington County Registry of Deeds in Book 1031, Page 182.  Affects Tract 2 only, does not affect Tract 1

Exhibit E-5

5.Rights to cross and recross reserved in Trustee’s Deed from Edward D. Leonard III, as Trustee of Land Exchange Trust under Declaration of Trust dated November 1, 1991, to Charles P. Webber and Eleanor H. Webber, as Trustees of the Eleanor H. and Charles Pl Webber Revocable Trust dated August 8, 1982, dated May 28, 1998, and recorded in Washington County Registry of Deeds in Book 2246, Page 212.  Affects Tract 2 only, does not affect Tract 1

6.Rights to cross and recross reserved in the 16 individual deeds from Edward D. Leonard III, Trustee of Land Exchange Trust under Declaration of Trust dated November 1, 1991 to Lange Timber Limited Liability Company dated September 29, 2000 and recorded in the Washington County Registry of Deeds in Book 2463, Pages 120 through 340, inclusive.

7.Non-exclusive rights of tenants, as tenants only,  under unrecorded leases to use roads crossing the property for access to leased lots.  Tract 1 does not have any unrecorded leases and the Jimmey Mountain Access Road is not subject to any access or other rights of tenants.

TRACT 3

8.Non-exclusive easements for roadways contained in Reciprocal Road Easement dated December 1, 1999 and recorded on December 6, 1999 in Book 2395, Page 117 of the Washington County Registry of Deeds between John Hancock Mutual Life Ins. Co. and Lakeville Shores, Inc. and rerecorded on January 26, 2000 in Book 2405, Page 254 of the Washington County Registry of Deeds.

9.Terms and conditions of Land Lease Agreement dated October 12, 2006, First Amendment to Land Lease Agreement dated March 30, 2007 and Second Amendment to Land Lease Agreement dated August 17, 2007, all as evidenced by Memorandum of Lease dated October 13, 2008, by and between Lakeville Shores Inc., as Lessor, and Evergreen Wind Power V, LLC, as Lessee, recorded on October 17, 2008 in Book 3462, Page 292, Document No. 11448, Register of Deeds, Washington County, Maine.

10.Rights to cross and recross reserved in Trustee’s Deed from Edward D. Leonard III, as Trustee of Land Exchange Trust, under Declaration of Trust dated November 1, 1991 to Herbert C. Haynes, Inc. dated May 28, 1998 and recorded in Book 2246, Page 137 of Washington County Registry of Deeds.

TRACT 4

11.Terms and conditions of unrecorded Permit Record No. 56861 issued by the State of Maine Department of Transportation to Evergreen Wind Power V, LLC, dated March 25, 2009, for crossing Route 169.

Exhibit E-5

TRACT 5

12.Mortgage between Dellis Huff Jr. and Jessica P. Huff and Machias Savings Bank, dated May 4, 2009 and recorded in the Washington County Registry in Book 3540 Page 181, modified by a consent to Granting of Lease from Machias Savings Bank dated September 18, 2009 and recorded on September 28, 2009 in Book 3574, Page 159, Washington County, Maine.

Company insures the Insured against loss or damage sustained by the Insured in the event that the Mortgage referenced immediately above is not subordinate to the lease between Owner and the Insured of the Tract referenced immediately above, which lease is more particularly described in Schedule A.  Without limiting the generality of the foregoing, Company agrees to provide defense to the Insured in accordance with the terms of this Policy if suit is brought against the Insured to enforce any such claim.

Tract 6

13.Non-exclusive easement for roadways contained in Reciprocal Road Easement dated December 1, 1999 and recorded on December 6, 1999 in Book 2395, Page 117 of Washington County Registry of Deeds between John Hancock Mutual Life Ins. Co. and Lakeville Shores, Inc. and rerecorded on January 26, 2000 in Book 2405, Page 254 of the Washington County Registry of Deeds.

14.Provision of the Maine Tree Growth Tax Law, Title 36, M.R.S.A, Section 571-5S4A.

15.Maine Commercial Forestry Excise Tax, Title 36, M.R.SA. Section 2721, 2727.

16.Terms and conditions of Land Lease Agreement dated October 12, 2006, First Amendment to Land Lease Agreement dated March 30, 2007 and Second Amendment to Land Lease Agreement dated August 17, 2007, all as evidenced by Memorandum of Lease dated October 13, 2008, by and between Lakeville Shores Inc., as Lessor, and Evergreen Wind Power V, LLC, as Lessee, recorded on October 17, 2008 in Book 3462, Page 292, Document No. 11448, Register of Deeds, Washington County, Maine.

17.Rights to cross and recross reserved in the Trustee’s Deed from Edward D. Leonard III, as Trustee of Land Exchange Trust, under Declaration of Trust dated November 1, 1991 to Herbert C. Haynes, Inc. dated May 28, 1998 and recorded in Book 2246, Page 137 of Washington County Registry of Deeds.

18.Terms and conditions of Shared Facilities and , Sublease Agreement as evidenced by Memorandum of Shared Facilities and Sublease Agreement dated December 22, 2009 by and between Evergreen Wind Power V, LLC and Stetson Wind II, LLC recorded on

Exhibit E-5

December     , 2009 in Book         , Page           , Document No.                   , Register of Deeds, Washington County, Maine.

Exhibit E-5

EXHIBIT E-6

to Financing Agreement

SCHEDULE OF SECURITY FILINGS

1.UCC-1 Financing Statement naming Member as Debtor and Security Agent as Secured Party, for filing with the Secretary of State of Delaware, and any continuation statements to such financing statement necessary to maintain the perfection and priority of the interest, title and Liens in Section 6.21.

2.UCC-1 Financing Statement naming Borrower as Debtor and Security Agent as Secured Party, for filing with the Secretary of State of Delaware, and any continuation statements to such financing statement necessary to maintain the perfection and priority of the interest, title and Liens in Section 6.21.

3.UCC-1 Financing Statement naming Stetson Wind II, LLC as Debtor and as Secured Party, for filing with the Secretary of State of Delaware, and any continuation statements to such financing statement necessary to maintain the perfection and priority of the interest, title and Liens in Section 6.21.

4.UCC-1 Financing Statement naming Evergreen Wind Power V, LLC as Debtor and as Secured Party, for filing with the Secretary of State of Delaware, and any continuation statements to such financing statement necessary to maintain the perfection and priority of the interest, title and Liens in Section 6.21.

5.UCC-3 Financing Statement Termination naming Evergreen Wind Power V, LLC as Debtor and HSH Nordbank AG, New York Branch as Secured Party, for filing with the Secretary of State of Delaware.

6.UCC-3 Financing Statement Termination naming Stetson Wind II, LLC as Debtor and HSH Nordbank AG, New York Branch as Secured Party, for filing with the Secretary of State of Delaware.

7.UCC-3 Financing Statement Termination naming Stetson Holdings, LLC, LLC as Debtor and HSH Nordbank AG, New York Branch as Secured Party, for filing with the Secretary of State of Delaware

8.UCC-3 Financing Statement Amendment removing Stetson Wind II, LLC from the collateral pledged in the UCC-1 Financing Statement naming First Wind Maine Holdings, LLC as Debtor and HSH Nordbank AG, New York Branch as Secured Party, for filing with the Secretary of State of Delaware.

Exhibit E-6

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EXECUTION FORM

EXHIBIT E-7

to Financing Agreement

FORM OF MEMBER PLEDGE AND SECURITY AGREEMENT

(See Tab      )

PLEDGE AND SECURITY AGREEMENT

among

CSSW STETSON HOLDINGS, LLC,

as Member

and

STETSON HOLDINGS, LLC,

as Borrower

and

BNP PARIBAS,

as Security Agent

Dated as of December [    ], 2009

TABLE OF CONTENTS

Section 1.	Definitions	2
Section 2.	Pledge and Grant of Security Interest	2
Section 3.	Delivery of Collateral	10
Section 4.	Obligations Secured	11
Section 5.	Use of Collateral	11
Section 6.	Remedies	11
Section 7.	Remedies Cumulative; Delay Not Waiver	13
Section 8.	Representations and Warranties of Member	14
Section 9.	Covenants of Member	17
Section 10.	Voting Rights	19
Section 11.	Certain Consents and Waivers	19
Section 12.	Borrower’s Consent and Covenant	20
Section 13.	Attorney-in-Fact	21
Section 14.	Perfection; Further Assurances	22
Section 15.	Notices	23
Section 16.	Continuing Assignment and Security Interest; Transfer of Notes	23
Section 17.	Termination of Security Interest	23
Section 18.	Severability	24
Section 19.	Successors and Assigns	24
Section 20.	Headings	24
Section 21.	Liability	24
Section 22.	References to Other Documents	24
Section 23.	Governing Law	24
Section 24.	Execution in Counterparts	25
Section 25.	No Amendment, Modification	25
Section 26.	Third Party Rights	25
Section 27.	Reinstatement	25
Section 28.	Conflict Among Agreements	25
Section 29.	Waiver of Jury Trial	25

i

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into as of December [    ], 2009, by and among CSSW STETSON HOLDINGS, LLC, a Delaware limited liability company (“Member”), STETSON HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), and BNP PARIBAS, as Security Agent (together with its successors and assigns in such capacity, “Security Agent”) for each of the Secured Parties.

RECITALS

A.Borrower has entered into that certain Financing Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), among Borrower, the financial institutions from time to time parties thereto (collectively, “Lenders”), the Security Agent, BNP Paribas, as joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, and Issuing Bank and HSH Nordbank AG, New York Branch, as Joint Lead Arranger, Joint Bookrunner and as Co-Syndication Agent, pursuant to which the Lenders and the Issuing Bank have agreed to extend credit to Borrower in the amounts specified and on the terms and subject to the conditions set forth therein.

B.Member is the sole member of Borrower and owns one hundred percent (100%) of all issued and outstanding membership interests in Borrower (the “Membership Interest”), pursuant to that certain Limited Liability Company Agreement of Stetson Holdings, LLC, dated as of May 27, 2008, as modified by that certain Membership Interest Transfer Agreement of Stetson Holdings, LLC, dated as of July 17, 2009, as further amended by that certain First Amendment to Limited Liability Company Agreement of Stetson Holdings, LLC, dated as of July 17, 2009, and as further amended by that certain Second Amendment to Limited Liability Company Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “LLC Agreement”).

C.Borrower is the sole member of each of Evergreen Wind Power V, LLC, a Delaware limited liability company and Stetson Wind II, LLC, a Delaware limited liability company (each a “Project Company”, and collectively “Project Companies”) and owns one hundred percent (100%) of all issued and outstanding membership interests in each Project Company, with respect to Evergreen Wind Power V, LLC, pursuant to that certain First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of April 2, 2007, as amended by that certain First Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of December 11, 2008, as modified by that certain Membership Interest Transfer Agreement of Evergreen Wind Power V, LLC, dated as of July 17, 2009, as further amended by that certain Second Amendment to First Amended and Restated Limited Liability Company Agreement of Evergreen Wind Power V, LLC, dated as of July 17, 2009, and as further amended by that certain Third Amendment to First Amended and Restated Limited Liability

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Company Agreement of Evergreen Wind Power V, LLC, dated as of the date hereof; and with respect to Stetson Wind II, LLC, pursuant to that certain Limited Liability Company Agreement of Stetson Wind II, LLC, dated July 3, 2007, as amended by that certain First Amendment to Limited Liability Company Agreement of Stetson Wind II, LLC, dated December 11, 2008, and as further amended by that certain Second Amendment to Limited Liability Company Agreement of Stetson Wind II, LLC, dated as of the date hereof.

D.Member will gain an economic benefit from the extension of credit to be made under the Financing Agreement and desires that the Lenders and the Issuing Bank enter into the Financing Agreement.

E.It is a condition precedent to the effectiveness of the Financing Agreement that the parties hereto shall have executed and delivered this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing premises, and in order to induce the Lenders and the Issuing Bank to enter into the Financing Agreement and to make the Loans and extension of credit contemplated by the Financing Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Member and Borrower hereby agree with Security Agent, for the benefit of Security Agent and the Secured Parties, as follows:

Section 1. Definitions.

Unless otherwise defined herein, all capitalized terms used in this Agreement (including the preamble and recitals), shall have the meanings provided in Exhibit A to the Financing Agreement, and if not defined therein, shall have the meanings provided in the Uniform Commercial Code, as the same from time to time shall be in effect in the State of New York (the “UCC”); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of the security interest in any Collateral (as defined below) is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions related to such provisions.  The Rules of Interpretation contained in Exhibit A to the Financing Agreement shall apply to this Agreement.

Section 2. Pledge and Grant of Security Interest.

(a)Granting Clause.  To secure the timely payment and performance of the Obligations, Member does hereby assign and pledge to Security Agent, for the benefit of the Secured Parties, and grants to Security Agent, for the benefit of the Secured Parties, a continuing security interest in all estate, right, title and interest of Member, now owned or hereafter acquired, in, to and under any and all of the following (collectively, the “Collateral”):

2

(i)the Membership Interest and any and all certificates representing the Membership Interest (“Membership Certificates”) as listed on Annex A attached hereto, and all dividends, cash, options, warrants, instruments, chattel paper, other rights and property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for the Membership Interest;

(ii)all additional membership interests, shares of stock or other equity interest of Member in Borrower, at any time acquired by Member in any manner, and the certificates representing such additional membership interests, shares or other equity interest of Member in Borrower (any such additional membership interests, shares or other equity interest of Member in Borrower shall constitute part of the Membership Interest), and all dividends, cash, options, warrants, instruments, chattel paper, other rights and property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such membership interests, shares or other equity interest of Member in Borrower;

(iii)all of Member’s rights to receive income, gain, profit, loss or other items allocated or distributed to Member under the LLC Agreement;

(iv)all rights to receive all distributions of any nature whatsoever from Borrower with respect to such Membership Interest, if any;

(v)all of Member’s capital or ownership interest, including capital accounts, in Borrower, and all accounts, deposits or credits of any kind with Borrower related to or required in connection with the Membership Interest;

(vi)all of Member’s voting rights in (if any), or rights to control or direct the affairs (if any), of Borrower;

(vii)all of Member’s right, title and interest, as a member of Borrower, in or to any and all of Borrower’s assets or properties;

(viii)all other right, title and interest in or to Borrower, and all rights to receive income, profit or other distributions from Borrower, of any nature whatsoever, in each case, as such rights are derived from Member’s Membership Interest in Borrower;

(ix)all claims of Member for damages arising out of or for breach of or default relating to the LLC Agreement;

3

(x)all rights of Member to terminate, amend, supplement, modify or waive performance under the LLC Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;

(xi)without affecting the obligations under any provision prohibiting that action under any Financing Document, in the event of any consolidation or merger involving Borrower in which Borrower is not the surviving entity, (i) all shares, securities, membership, partnership or ownership interests of the successor entity formed by or resulting from that consolidation or merger, and (ii) all other consideration (including all personal property, tangible or intangible) received in exchange for such Collateral;

(xii)all of Member’s interests in the Applicable Permits, if any, to the extent permitted by applicable Governmental Rule;

(xiii)all of Member’s right, title and interest in and under the LLC Agreement; and

(xiv)all proceeds of any of the above.

(b)Nature of Security Interest.  The granting of the foregoing security interest does not make Security Agent or any Secured Party a successor to Member as a member in Borrower, and none of Security Agent, any Secured Party or any of their successors or assigns hereunder shall be deemed to have become a member in Borrower by accepting this Agreement or exercising any right granted herein unless and until such time, if any, when Security Agent, any Secured Party or any such successor or assign expressly becomes a member in Borrower after a foreclosure upon the Collateral.  Notwithstanding anything herein to the contrary, none of Security Agent, the Secured Parties, or any of their successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of Borrower or of Member by virtue of the security interest granted hereunder (except to the extent, if any, that Security Agent, any Secured Party or any of their successors or assigns hereafter expressly becomes a member in Borrower).

(c)Delivery of Agreements.  Member has heretofore delivered or concurrently with the delivery hereof is delivering to Security Agent, an executed counterpart or certified copy of the LLC Agreement.

(d)Continuing Liability Under Agreements.  Notwithstanding anything to the contrary contained herein, (a) Member shall remain liable under the LLC Agreement to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and (b) Security Agent shall have no obligation or liability under any of

4

such agreements by reason of or arising out of this Agreement, nor shall Security Agent be required or obligated in any manner to perform or fulfill any obligations of Member thereunder or to make any payment or inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time.

(e)Consent to Transfer:  Member, as the sole member of the Borrower, hereby irrevocably consents (for all purposes under the LLC Agreement) to the transfer of the Membership Interest to any Person upon exercise by the Security Agent of its remedies in accordance with the provisions of Section 6.

(f)Obligations Unconditional.  The obligations of Member under this Agreement shall be continuing, irrevocable, absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of any Financing Document or any other agreement or instrument referred to therein, or any substitution, release or exchange of any guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of the Obligations, subject to Section 2(h)), it being the intent of this Section 2(e) that the obligations of Member hereunder shall be absolute and unconditional under any and all circumstances.  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Member hereunder, which shall remain absolute and unconditional as described above without regard to and not be released, discharged or in any way affected (whether in full or in part) by:

(i)at any time or from time to time, without notice to Member, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(ii)any of the acts mentioned in any of the provisions of any Financing Document shall have occurred;

(iii)the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any Financing Document or any other agreement or instrument referred to therein shall be waived or any guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

5

(iv)any lien granted to, or in favor of, Security Agent as security for any of the Obligations shall fail to be perfected; or

(v)any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Security Agent, the Member, Borrower, Project Companies or any other Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligations (or any interest on all or any part of the Obligations) in or as a result of any such proceeding.

Should, after the occurrence and during the continuation of an Event of Default, any money due or owing under this Agreement not be recoverable from Member for any reason, whether by operation of law or otherwise, then, in any such case, such money shall nevertheless be recoverable by Security Agent from the proceeds of the Collateral as though Member were the principal debtor in respect thereof and not merely a pledgor hereunder.

(g)Waiver.

(i)Member hereby expressly waives promptness, diligence, presentment, demand for payment or performance and protest; filing of claims with any court; any proceeding to enforce any provision of the Financing Documents; notice of acceptance of and reliance on this Agreement by the Secured Parties, notice of the creation of any Obligations of Borrower, and any other notice whatsoever (other than those specifically provided under the Financing Documents); any requirement that Security Agent exhaust any right, power or remedy or proceed or take any other action against Borrower under any Financing Document to which it is a party or any lien or encumbrance on, or any claim of payment against, any property of Borrower or any other agreement or instrument referred to therein, or any other Person under any guarantee of, or lien securing, or claim for payment of, any of the Obligations; any right to require a proceeding by Security Agent first against Borrower whether to marshal any assets or to exhaust any right or take any action against Borrower or any other Person or any collateral or otherwise, any diligence in collection or protection for realization upon any Obligation, any obligation hereunder or any collateral security for any of the foregoing; any right of protest, presentment, notice or demand whatsoever, and any claims of waiver, release, surrender, alteration or compromise and all defenses, set-offs, counterclaims, recoupments, reductions, limitations, impairments or terminations, whether arising hereunder or otherwise.  Member further waives (A) any requirement that any other Person be joined as a party to any

6

proceeding for the enforcement by Security Agent of any Obligation and (B) the filing of claims by Security Agent in the event of the receivership or bankruptcy of Borrower.  Security Agent shall have the right to bring suit directly against Member with respect to the obligations owed to Security Agent hereunder either prior to or concurrently with any lawsuit against, or without bringing any suit against Member, Borrower or any other Person.

(ii)The enforceability and effectiveness of this Agreement and the liability of Member, and the rights, remedies, powers and privileges of Security Agent, under this Agreement shall not be affected, limited, reduced, discharged or terminated, and Member hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising by reason of:

A.the illegality, invalidity or unenforceability of all or any part of the Obligations, any Financing Document or any agreement, security document, guarantee or other instrument relating to all or any part of the Obligations;

B.any disability or other defense with respect to all or any part of the Obligations of Borrower or Member, including the effect of any statute of limitations that may bar the enforcement of all or any part of the Obligations;

C.the illegality, invalidity or unenforceability of any security or guarantee for all or any part of the Obligations or the lack of perfection or continuing perfection or failure of the priority of any lien or encumbrance on any collateral for all or any part of the Obligations;

D.the cessation, for any cause whatsoever, of the liability of Borrower or any Project Company that is a guarantor of all or any part of the Obligations (other than, subject to Section 2(h), by reason of the full payment and performance of all Obligations);

E.other than notice expressly required under this Agreement, any failure of Security Agent to give notice of sale or other disposition of any collateral (including any notice of any judicial or nonjudicial foreclosure or sale of any interest in real property serving as collateral for all or any part of the Obligations) for all or any part of the Obligations to Borrower, Member or any other Person or any defect in, or any failure by Borrower, Member or any other Person to receive, any notice that may be given in connection with

7

any sale or disposition of any collateral for all or any part of the Obligations;

F.any failure of Security Agent to comply with applicable laws in connection with the sale or other disposition of any collateral (other than the Collateral) for all or any part of the Obligations;

G.any judicial or nonjudicial foreclosure or sale of, or other election of remedies with respect to, any interest in real property or other collateral serving as security for all or any part of the Obligations, even though such foreclosure, sale or election of remedies may impair the subrogation rights of Borrower or Member or may preclude Borrower or Member from obtaining reimbursement, contribution, indemnification or other recovery from Member, Borrower or any other Person and even though Borrower or Member may not, as a result of such foreclosure, sale or election of remedies, be liable for any deficiency;

H.any act or omission of Security Agent or any other Person that directly or indirectly results in or aids the discharge or release of Borrower or any part of the Obligations or any security or guarantee (including any letter of credit) for all or any part of the Obligations by operation of law or otherwise;

I.any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation;

J.any counterclaim, set-off or other claim which Borrower has or alleges to have with respect to all or any part of the Obligations;

K.any failure of Security Agent to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person;

L.the election by Security Agent, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code;

8

M.any extension of credit or the grant of any lien or encumbrance under Section 364 of the United States Bankruptcy Code;

N.any use of cash collateral under Section 363 of the United States Bankruptcy Code;

O.any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person;

P.the avoidance of any lien or encumbrance in favor of Security Agent for any reason;

Q.any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligations (or any interest on all or any part of the Obligations) in or as a result of any such proceeding; or

R.any action taken by Security Agent that is authorized by this Section 2(g)or otherwise in this Agreement or by any other provision of any Financing Document or any omission to take any such action.

(h)Reinstatement.  The obligations of Member under this Section 2 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of Member in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.  Member agrees that it will indemnify Security Agent on demand for all reasonable costs and expenses (including reasonable and reasonably documented fees of counsel) incurred by Security Agent in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

(i)Subrogation.  Member hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under any bankruptcy, insolvency or other similar law) or otherwise by reason of any payment by it pursuant to the provisions of this Section 2 and further agrees for the benefit of Security Agent that any such payment by it shall be characterized as a contribution of capital by Member to Borrower (or an

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investment in the equity capital of Borrower by Member).  If any amount shall be paid to Member on account of such subrogation rights at any time prior to the indefeasible and unconditional payment, discharge or performance in full of the Obligations, such amount shall be held in trust for the benefit of Security Agent (if applicable) and shall forthwith be paid to Security Agent to be credited and applied upon and against the Obligations, to the extent then matured, in accordance with the terms of the relevant Financing Documents or, to the extent not then matured or existing, be held by Security Agent as collateral security for the Obligations.

(j)Remedies.  Member agrees that, as between Member and Security Agent, any Obligations of Member to the Secured Parties under any of the Financing Documents to which it is a party may be declared to be forthwith due and payable notwithstanding any stay, injunction or other prohibition preventing such declaration (or such Obligations from becoming automatically due and payable) as against Borrower or Project Companies, and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by Borrower or Project Companies) shall forthwith become due and payable by Member for purposes of this Agreement.  For the avoidance of doubt, it is understood and agreed that any amount payable by Member pursuant to the immediately preceding sentence may be applied to the payment or prepayment (as the case may be) of the Obligations of Borrower or Project Companies, as applicable (whether or not due and payable).  Each of the obligations of Member under this Agreement is separate and independent of each other obligation of Member hereunder and separate and independent of the Obligations, and Member agrees that a separate action or actions may be brought and prosecuted by Security Agent against Member to enforce this Agreement, irrespective of whether any action is brought by Security Agent against Borrower or Project Companies under any relevant Financing Document or whether Borrower is or Project Companies are joined in any such action or actions.

(k)Continuing Obligation.  The obligations of Member provided in this Section 2 are continuing obligations and shall apply to all Obligations whenever arising.

Section 3. Delivery of Collateral.

All Membership Certificates, instruments or other documents representing or evidencing the Membership Interest, if any, shall be endorsed for transfer or accompanied by duly executed instruments of transfer or assignments in blank, all in a form satisfactory to Security Agent, and shall be delivered promptly to Security Agent or its nominee upon execution of this Agreement.  Security Agent shall have the right, at any time in its discretion and without prior notice to Member, but only following the

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occurrence and during the continuance of an Event of Default, to transfer to or register in the name of Security Agent or its nominee, any or all such certificates, instruments or other documents, provided, that Security Agent shall promptly notify Member and Borrower of such transfer or registration.  Such certificates, instruments and other documents representing the Membership Interest shall be returned to Member promptly upon satisfaction of the Obligations.

Section 4. Obligations Secured.

This Agreement and all of the Collateral hereunder assigned to Security Agent, for the benefit of the Secured Parties, secures the payment and performance when due of all Obligations to Security Agent and the other Secured Parties under the Financing Documents.

Section 5. Use of Collateral.

Except for the Membership Certificates, so long as no Event of Default has occurred and is continuing, Member reserves the right to, and shall be entitled to, use and possess the Collateral and exercise all of its right, title and interest in, to and under the Collateral, including under the LLC Agreement and to receive and use (subject to the terms of the Financing Agreement) all income, profit and other distributions in respect of the Collateral.  Provided that no Event of Default shall have occurred and be continuing, Member shall be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the intellectual property of Borrower in the ordinary course of its business to the extent permitted by the Financing Agreement and the other Operative Documents.

Section 6. Remedies.

(a)Subject to the terms of the Financing Agreement and the other Financing Documents, if any Event of Default has occurred and is continuing, Security Agent shall have the right, at its election and at the direction of the Required Applicable Lenders, but not the obligation, to do any of the following:

(i)subject to Section 10, vote or exercise any and all of Member’s rights or powers under the LLC Agreement;

(ii)demand, sue for, collect or receive any money or property at any time payable to or receivable by Member on account of or in exchange for all or any part of the Collateral;

(iii)cause any action at law or suit in equity or other proceeding to be instituted and prosecuted to collect or enforce any Obligation or rights hereunder or included in the Collateral, including specific enforcement of any covenant or agreement contained herein or in the LLC Agreement, or to foreclose or enforce the security interest in all or any part of the Collateral granted herein, or to enforce any

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other legal or equitable right vested in it by this Agreement or by law;

(iv)sell or otherwise dispose of all or any part of the Collateral or cause all or any part of the Collateral to be sold or otherwise disposed of in one or more sales or transactions, at such prices as Security Agent may deem commercially reasonable, and for cash or on credit or for future delivery, without assumption of any credit risk, at any broker’s board or at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (except such notice which under applicable law cannot be waived), it being agreed that Security Agent may be a purchaser on behalf of the Secured Parties or on its own behalf at any such sale and that Security Agent, any Secured Party or any other Person who may be a bona fide purchaser for value of any or all of the Collateral without notice of any claims on any or all of the Collateral so sold shall thereafter hold the same absolutely free from any claim or right of whatsoever kind, including any equity of redemption, of Member or Borrower, any such demand, notice or right and equity being hereby expressly waived and released;

(v)incur reasonable expenses, including reasonable attorneys’ fees, consultants’ fees, and other costs appropriate to the exercise of any right or power under this Agreement;

(vi)perform any obligation of Member hereunder or under the LLC Agreement;

(vii)secure the appointment of a receiver for Member or Borrower without prior notice to Borrower or Member;

(viii)proceed to protect and enforce the rights vested in it by this Agreement, including the right to cause all revenues hereby pledged as security and all other moneys pledged hereunder to be paid directly to it, and to enforce its rights hereunder to such payments and all other rights hereunder by such appropriate judicial proceedings as it shall deem most effective to protect and enforce any of such rights, either at law or in equity or otherwise, whether for specific enforcement of any covenant or agreement, or in aid of the exercise of any power therein or herein granted, or for any foreclosure hereunder and sale under a judgment or decree in any judicial proceeding, or to enforce any other legal or equitable right vested in it by this Agreement or by law;

(ix)take possession of the Collateral and render it usable, and repair and renovate the same, without, however, any obligation to do so, and enter upon the property of Member or any other location

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where the same may be located for that purpose, control, manage, operate, rent and lease the Collateral and apply the same in accordance with the Financing Documents; or

(x)exercise any other or additional rights or remedies granted to a secured party under the UCC.

(b)Minimum Notice Period.  If, pursuant to applicable law, prior notice of any such action set forth above is required to be given to Member or Borrower, Member and Borrower hereby acknowledge and agree that the minimum time required by such applicable law, or if no minimum is specified, of ten (10) Business Days, shall be deemed a reasonable notice period.  Security Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Security Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c)Payment of Costs.  Borrower agrees to pay to Security Agent, within five (5) Business Days of its demand therefor, all reasonable and reasonably documented out-of-pocket costs and expenses (including reasonable and reasonably documented attorneys’ fees and expenses) incident to its enforcement, protection and preservation of any of its rights and claims under this Agreement.  Any amount required to be paid by Member pursuant to the terms hereof shall bear interest at the Default Rate or the maximum rate permitted by law, whichever is less, from the date due until payment, and shall constitute indebtedness secured by this Agreement.

(d)Application of Proceeds.  The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in accordance with the Financing Documents.  Any excess after full satisfaction of the Obligations shall be returned promptly to Member.

Section 7. Remedies Cumulative; Delay Not Waiver.

(a)No right, power or remedy herein conferred upon or reserved to Security Agent or the Secured Parties is intended to be exclusive of any other right, power or remedy, and every such right, power and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right, power and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

(b)No delay or omission of Security Agent to exercise any right or power accruing upon the occurrence and during the continuation of any Event of Default shall impair any such right or power of Security Agent, nor shall it

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be construed as a waiver of any such Event of Default or an acquiescence therein.  Every power and remedy given by this Agreement may be exercised from time to time, and as often as shall be deemed expedient, by Security Agent upon the occurrence and during the continuation of an Event of Default.

(c)Security Agent may perform any of its rights and duties hereunder by or through agents and is entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its rights and duties hereunder.

Section 8. Representations and Warranties of Member.

Member represents and warrants, as of the date hereof, to Security Agent and the Secured Parties as follows:

(a)Member (i) is a duly formed and validly existing limited liability company in good standing under the laws of Delaware; (ii) is authorized to do business in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; and (iii) has the power and authority to own its property and assets and to transact the business in which it is engaged.

(b)Member (i) has the power and authority to execute, deliver and perform its obligations under the LLC Agreement and this Agreement, and to pledge and assign the Collateral; (ii) has taken all necessary action to authorize the execution, delivery and performance of the LLC Agreement and this Agreement; and (iii) has duly executed and delivered the LLC Agreement and this Agreement.  The LLC Agreement and this Agreement constitute the legal, valid and binding obligations of Member, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights and subject to general equitable principles.

(c)The LLC Agreement has not been amended since the date of its execution, except as otherwise disclosed to Security Agent, and is in full force and effect.  There exists no default, or event that with the passage of time, the giving of notice or both would become a default by Member under the LLC Agreement.

(d)The execution and delivery of, and performance by Member under, this Agreement, and the consummation of the transactions contemplated herein, will not (i) violate any provision of any material agreement to which Member is a party or any of its property or assets is bound, including the LLC Agreement, or (ii) conflict with any material law, order,

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rule or regulation applicable to Member, of any court or any federal or state government, regulatory body or administrative agency, or any other governmental body having jurisdiction over Member or any of its properties.

(e)Member is the legal and equitable owner of the Membership Interest in Borrower, together with the other rights and interests comprising the Collateral described above, subject to no mortgages, liens, charges, or encumbrances of any kind other than Liens granted pursuant to the Financing Documents and Permitted Liens set forth in clauses (b), (f) and (m) of the definition thereof (such term being used herein with the reference to “Borrower” in clause (b) of such definition contained in the Financing Agreement being deemed to be a reference to “Member” for purposes of this Agreement), and has full power and lawful authority to pledge, assign and grant a security interest in the Collateral hereunder.

(f)Other than the Financing Documents, there is no existing agreement, option, right or privilege capable of becoming an agreement, option or right pursuant to which Member could be required to sell or otherwise dispose of all or a part of the Membership Interest.

(g)No consent of any Governmental Rule is required for the transfer of the Membership Interest except as may be required by applicable laws affecting the offering and sale of securities generally or the regulation of ownership or operation of utility assets under the laws of the State of New York, the FPA, PUHCA and any other Federal regulation regarding EWG’s.

(h)Member has not assigned any of its rights under the LLC Agreement or any of the Collateral except as provided in this Agreement and the other Financing Documents.

(i)Member has not executed and has no knowledge of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office, except such as may have been filed pursuant to this Agreement and the other Financing Documents.

(j)Member will not be, or cause Borrower to be or become or to be deemed by any Governmental Authority to be, solely as a result of ownership of Borrower, (1) an “electric utility” or a public utility under the law of any state, (2) subject to, or not exempt from, regulation as a public utility under the FPA, other than regulation pursuant to Section 203 thereof, or (3) an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended; and Member is not, and has not been, nor has Member caused Borrower to be, determined by the Securities and Exchange Commission

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or any successor agency or other Governmental Authority with jurisdiction to be subject to, or not exempt from, regulation under PUHCA other than (x) compliance with Section 1265 of PUHCA and (y) regulation under PUHCA with respect to any Affiliate of Borrower (including Member) that does not result in a Material Adverse Effect.

(k)Perfection of Security Interest.  The security interests granted to Security Agent, for the benefit of Secured Parties, pursuant to this Agreement, in the Collateral (a) upon filing of appropriate financing statements, constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to the extent a security interest can be perfected by filing or, in the case of the Membership Certificates (such certificates being “certificated securities” as defined in Article 8 of the UCC), by possession by or on behalf of the secured party and (b) are, and, with respect to such subsequently acquired personal property, will be, as to the Collateral perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise (other than Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the liens granted by this Agreement).  Except to the extent possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Security Agent’s, for the benefit of Secured Parties, rights in and to such Collateral to the extent Security Agent’s security interest (for the benefit of the Secured Parties) can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action.  No filing, recordation, re-filing or re-recording other than those listed on Schedule A hereto (as the same may be supplemented from time to time) is necessary to perfect and maintain the perfection of the Liens created by this Agreement on the Collateral, and all such filings or recordings will have been made to the extent Security Agent’s, for the benefit of Secured Parties, security interest can be perfected by filing (except to the extent that such filings or recordings are, by their nature, filings or recordings to be made at a later date).  Member has properly delivered or caused to be delivered to Security Agent all such Collateral that requires perfection of the Lien and security interest described above by possession.

(l)Place of Business.  Member’s principal place of business and chief executive office is located at 179 Lincoln Street, Suite 500, Boston, MA 02111.  Member has not changed its location (as defined in Section 9-307 of the UCC) or previously changed its name.

(m)After-Acquired Collateral.  It is understood and agreed that the foregoing representations and warranties shall apply only to the Collateral delivered on the date hereof and that, with respect to Collateral delivered thereafter,

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Member shall, upon the written request of Security Agent, be required to make representations and warranties in form and substance substantially similar to the foregoing in supplements hereto and that such representations and warranties contained in such supplements hereto shall be applicable to such Collateral hereafter delivered.

(n)Pledged Interests.  The Membership Interest is duly authorized, validly existing, fully paid and nonassessable, and the Membership Interest is not subject to any contractual restriction, or any restriction under the organizational documents of Borrower or Member upon the transfer of such Membership Interest (except for any such restriction contained in any Financing Document).  Such Membership Interest exists in a certificated form.  No Person other than Member is the registered owner of the Membership Interest.

Section 9. Covenants of Member.

Member covenants to and in favor of the Secured Parties as follows:

(a)Member shall maintain its existence as a Delaware limited liability company and all material rights, privileges, and franchises necessary to perform its obligations hereunder.

(b)Member shall perform and comply, in all material respects, with all obligations and conditions on its part to be performed hereunder, under the LLC Agreement and with respect to the Collateral.

(c)Member will, so long as any Obligations shall be outstanding, defend its title to the Collateral and the interest of Security Agent in the Collateral against any claim or demand of any Persons (except for Permitted Liens).

(d)Member shall not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to any part of the Collateral (other than Liens granted pursuant to the Financing Documents or clauses (b) and (f) of the definition of Permitted Liens as such term is defined in Section 8(e) above).  Member will at its own cost and expense promptly take such action as may be necessary to discharge any such liens.

(e)Without the prior written consent of Security Agent, such consent not to be unreasonably withheld, Member will not file or authorize to be filed in any jurisdiction any financing statements under the UCC or any like statement with respect to the Collateral, in which Security Agent is not named as the sole secured party for the benefit of the Secured Parties.

(f)Member will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of Member’s Membership Interest in Borrower other than in accordance with Section 8.17 of the Financing Agreement.

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(g)Without the prior written consent of Security Agent, such consent in respect to modification or amendment not to be unreasonably withheld, or except as otherwise permitted by the Financing Agreement, shall not terminate, modify or amend the LLC Agreement.

(h)Member shall give to Security Agent prompt notice of (i) each demand or notice received by it relating to the LLC Agreement; and (ii) any default, event of default or event which with the giving of notice or the passage of time or both might reasonably be expected to become a default under the LLC Agreement, whether by Borrower, Member or any other Person, of which Member has knowledge or has received notice.

(i)If Member in its capacity as a member of Borrower receives any income or distribution of money or property of any kind from Borrower while an Event of Default has occurred and is continuing (other than as permitted hereby or under the Financing Agreement), Member shall hold such income or distribution as trustee for and shall deliver the same to Security Agent.

(j)Member will, at all times, keep accurate and complete records of the Collateral.  Upon three Business Days’ prior notice, Member shall permit representatives of Security Agent during normal business hours of Member to inspect and make abstracts from Member’s books and records pertaining to the Collateral.  Upon the occurrence and continuance of any Event of Default, at Security Agent’s request, Member shall promptly deliver copies (or, where requested by Security Agent, and where available, originals) of any and all such records to Security Agent.

(k)Member shall not cause, consent to, or permit any termination, material amendment or modification to, or waiver of timely compliance with any material terms or conditions of the LLC Agreement without the prior written consent of the Administrative Agent (with the consent of the Required Applicable Lenders, acting reasonably).

(l)Member shall give Security Agent at least 10 Business Days’ notice of a change in location of its place of business and chief executive office and shall, at the expense of Borrower, execute and deliver such instruments and documents as may be required by Security Agent to maintain the security interest in the Collateral created hereunder.

(m)Any indebtedness owed to Member by Borrower shall be subordinated pursuant to the terms of Exhibit M of the Financing Agreement (the terms of which are incorporated herein by reference).

(n)Except as otherwise permitted under the Financing Agreement, Member will not make any assignment of its rights under the LLC Agreement other

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than any assignment pursuant to this Agreement or any other Financing Document.

Section 10. Voting Rights.

(a)Unless an Event of Default has occurred and is continuing (and not waived by Administrative Agent or Security Agent), Member shall be entitled to exercise all the rights and powers of a holder of such interest, including the right to vote from time to time exercisable in respect of the Membership Interest and to give proxies, consents and waivers in respect thereof.  No such action may be taken if such action would violate or be inconsistent with the Financing Agreement, any Financing Document or this Agreement.

(b)Upon the occurrence and continuance of an Event of Default that has not been waived, Security Agent may give Member a notice prohibiting Member from exercising the rights and powers of a holder of the Membership Interest, including the right to vote the Membership Interest, at which time (and until such time that such Event of Default has been cured or waived), all such rights of Member will cease immediately and Security Agent will have the right to exercise the rights and powers related to the Membership Interest, including the right to vote.

(c)Upon the occurrence and continuance of an Event of Default that has not been waived, and whether or not Security Agent exercises any available right to declare any Obligation due and payable or seek or pursue any other right, remedy, power or privilege available to it under applicable law, this Agreement or any other Financing Document, all dividends and other distributions on all Securities (as defined in the UCC) included in the Collateral shall be paid directly to a Collateral Account designated by Security Agent and retained by it in such account as part of the Collateral, subject to the terms of this Agreement and the other Financing Documents, and, if Security Agent so requests, Member shall execute and deliver to Security Agent appropriate additional dividend, distribution and other orders and instruments to that end, provided that if such Event of Default is cured, any such dividend or distribution paid to Security Agent prior to its cure shall, upon request of Member (except to the extent applied to the Obligations), be returned by Security Agent to Member.

Section 11. Certain Consents and Waivers.

(a)Member hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable law, including limitations on the recovery of a deficiency under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust,

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including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, whether as a result of any such sale or otherwise, of Member’s right to recover any amount from Borrower, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Agent to pursue Borrower or any other Person, or to proceed against or exhaust any security held by Security Agent, or to pursue any other remedy before proceeding against Member; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent or the Secured Parties may have against Borrower, and all rights to participate in any security held by Security Agent until the Obligations have been satisfied in full; (iv) all rights to require Security Agent to give any notices of any kind, including notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Documents; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Obligations hereunder if Borrower’s Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower or any Person, the repudiation of the Financing Documents by Borrower or any Person, or the failure by Security Agent or the Secured Parties to enforce any claim against Borrower, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s defenses generally.  Member further agrees that upon an Event of Default with respect to Borrower or Project Companies, Security Agent may elect to exercise any remedy against Borrower or any security or any guarantor under the Financing Documents and this Agreement, even if the effect of that action is to deprive Member of the right to collect reimbursement from Borrower or Project Companies for any sums paid by Member to Security Agent or any Secured Party.

Section 12. Borrower’s Consent and Covenant.

Borrower hereby consents to the assignment and grant of a security interest in the Collateral to Security Agent and to the exercise by Security Agent of all rights and powers assigned or delegated to Security Agent by Member hereunder, including the right of Security Agent upon and during the continuance of an Event of Default to exercise Member’s voting rights and other rights under the LLC Agreement to manage or control Borrower as provided herein.  Borrower further agrees to perform all covenants and obligations herein which, by their terms, are to be performed by Borrower.

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Section 13. Attorney-in-Fact.

Upon the occurrence and during the continuation of an Event of Default, Member hereby irrevocably constitutes and appoints Security Agent its true and lawful attorney-in-fact with full power (in the name of Member or otherwise) to enforce all rights of Member with respect to the Collateral, including the right:

(a)to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for money due and to become due under or arising out of the Collateral;

(b)to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith;

(c)to vote as provided herein, demand, receive and enforce Member’s rights with respect to the Collateral;

(d)to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Member or, at the option of Security Agent, in the name of Security Agent, with the same force and effect as Member could do if this Agreement had not been made;

(e)to file any claims or take any action or institute any proceedings in connection therewith which Security Agent may reasonably deem to be necessary or advisable;

(f)to preserve the validity, perfection and priority of the liens granted by this Agreement;

(g)to execute, in connection with any sale or disposition of the Collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral;

(h)to pay or discharge taxes and liens levied or placed on or threatened against the Collateral; and

(i)to (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to Security Agent or as Security Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (D) defend any suit, action or proceeding brought against Member with respect to any Collateral, (E) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such

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discharges or releases as Security Agent may deem appropriate and (F) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though Security Agent were the absolute owner thereof for all purposes, and do, at Security Agent’s option and Member’s expense, at any time, or from time to time, all acts and things that Security Agent deems necessary to protect, preserve or realize upon the Collateral and Security Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as Member might do;

provided, however, that Security Agent shall not exercise any such right unless an Event of Default has occurred and is continuing.  This power of attorney is a power coupled with an interest and shall be irrevocable.

Section 14. Perfection; Further Assurances.

(a)Perfection.  Member agrees that from time to time, Member shall promptly execute and deliver all instruments and documents, and take all action, that may be reasonably necessary, or that Security Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby, or to enable Security Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral in accordance with the terms hereof.  Without limiting the generality of the foregoing, Member shall (i) deliver the Collateral or any part thereof to Security Agent for the benefit of the Secured Parties as Security Agent may request, endorsed or accompanied by such duly executed instruments of transfer or assignment, as Security Agent may request, and in form and substance reasonably satisfactory to Security Agent; and (ii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or as Security Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby.

(b)Filing of Financing Statement.  Member hereby authorizes Security Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of Member where permitted by law, provided, that Security Agent delivers to Member and Borrower a copy of any such statement or amendment.

(c)Filing Costs.  Borrower or Member shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable out-of-pocket expenses incident to the execution and acknowledgment of this Agreement, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of

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this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance, except as may otherwise be provided in the Financing Agreement.

Section 15. Notices.

All notices required or permitted under the terms and provisions hereof shall be in writing and any such notice shall be effective if given in accordance with the provisions of Section 14.1of the Financing Agreement.  Notices to Borrower may be given at the address of Borrower set forth in such Section 14.1 of the Financing Agreement.  Notices to Member may be given at the following address:

CSSW Stetson Holdings, LLC
c/o First Wind Energy, LLC
179 Lincoln Street, Suite 500
Boston, MA 02111
Attention:	Secretary
Facsimile:	(617) 960-2889

Section 16. Continuing Assignment and Security Interest; Transfer of Notes.

This Agreement shall create a continuing pledge and assignment of and security interest in the Collateral and shall (a) remain in full force and effect until the Discharge of Obligations; (b) be binding upon Borrower and Member, and their respective successors and assigns; and (c) inure, together with the rights and remedies of Security Agent, to the benefit of Security Agent, the Secured Parties and their respective successors, transferees and permitted assigns.  Without limiting the generality of the foregoing, Security Agent or any Secured Party may assign or otherwise transfer all or any part of or interest in the Notes, the Commitments or other evidence of the Obligations owed to them to any other Person to the extent permitted by and in accordance with the Financing Agreement, and such other Person shall thereupon become vested with all or an appropriate part of the benefits in respect thereof granted to the Secured Parties herein.  The release of the security interest in any or all of the Collateral, the taking or acceptance of additional security, or the resort by Security Agent to any security it may have in any order it may deem appropriate, shall not affect the liability of any Person on the indebtedness secured hereby.

Section 17. Termination of Security Interest.

Upon the Discharge of Obligations, the security interest granted hereby shall terminate and all rights to the Collateral shall automatically revert to Member.  Upon any such termination, Security Agent will return promptly all certificates evidencing Member’s ownership interest in Borrower, and all ownership powers executed hereunder, to Member, and will, at Member’s expense, execute and deliver to Member such documents (including UCC-3 termination statements) as Borrower or Member shall reasonably request to evidence such termination.  If this Agreement shall be terminated or revoked by operation of law, Member will indemnify and hold Security Agent and the

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Secured Parties harmless from any loss, cost or expense which may be suffered or incurred by Security Agent and the Secured Parties in acting hereunder in good faith prior to the receipt by Security Agent, its successors, transferees or assigns, of notice of such termination or revocation.

Section 18. Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 19. Successors and Assigns.

All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns, provided however, that none of Member nor Borrower may assign its rights or obligations hereunder without the prior written consent of Security Agent unless such an assignment is in connection with a transfer of the Membership Interest permitted under Section 9(f) or otherwise not in violation of the Financing Agreement.

Section 20. Headings.

The table of contents and headings of the various sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 21. Liability.

The scope of liability of Member and the Non-Recourse Parties (as defined in Article 11 of the Financing Agreement) shall be as set forth in such Article 11 of the Financing Agreement, which is incorporated herein by this reference.

Section 22. References to Other Documents.

Subject to the Financing Agreement, all defined terms used in this Agreement which refer to other documents shall be deemed to refer to such other documents as they may be amended, supplemented or replaced from time to time, provided such documents were not amended in breach of a covenant contained in any agreement to which Member, Borrower, Project Companies or Security Agent is a party.

Section 23. Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT AS REQUIRED BY

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MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE LIEN AND SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 24. Execution in Counterparts.

This Agreement may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties hereto, shall constitute a single binding agreement.

Section 25. No Amendment, Modification.

This Agreement may only be amended or modified by an instrument in writing signed by Member, Borrower and Security Agent, both for itself and on behalf of any other parties to be charged in accordance with the terms of this Agreement.

Section 26. Third Party Rights.

Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon, or give to any Person, other than Member, Borrower, Security Agent and the Secured Parties, any security, rights, remedies or claims, legal or equitable, under or by reason hereof, or any covenant or condition hereof; and this Agreement and the covenants and agreements herein contained are and shall be held to be for the sole and exclusive benefit of Member, Borrower, Security Agent and the Secured Parties.

Section 27. Reinstatement.

This Agreement and the continuing security interest in the Collateral created hereunder shall automatically be reinstated, to the extent permitted by applicable law, if and to the extent that for any reason any payment by or on behalf of Member or Borrower in respect of the Obligations is rescinded or must otherwise be restored by any holder of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 28. Conflict Among Agreements.

In the event of any conflict between the terms and provisions of this Agreement, and the Financing Agreement, the terms and conditions of the Financing Agreement shall prevail.

Section 29. Waiver of Jury Trial.

THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS

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AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF SECURITY AGENT, THE SECURED PARTIES, MEMBER OR BORROWER.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURITY AGENT TO ENTER INTO THIS AGREEMENT.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Pledge and Security Agreement to be duly executed by their members and officers thereunto duly authorized, as of the day and year first above written.

CSSW STETSON HOLDINGS, LLC,
a Delaware limited liability company, as Member
By:
	Name:
	Title:

STETSON HOLDINGS, LLC,
a Delaware limited liability company, as Borrower
By:
	Name:
	Title:

BNP PARIBAS,
as Security Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Annex A

List of Pledged Interests

1.Stetson Holdings, LLC Certificate of Interest No. [    ], issued on [              ], certifying that CSSW Stetson Holdings, LLC is the owner of the Certificate of Interest representing a 100% membership interest in Stetson Holdings, LLC, subject to the terms of the Limited Liability Company Agreement of Stetson Holdings, LLC, dated as of May 27, 2008, as modified by that certain Membership Interest Transfer Agreement of Stetson Holdings, LLC, dated as of July 17, 2009, as further amended by that certain First Amendment to Limited Liability Company Agreement of Stetson Holdings, LLC, dated as of July 17, 2009, and as further amended by that certain Second Amendment to Limited Liability Company Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time).

A-1

Schedule A

List of Required Filings

1.UCC-1 Financing Statement naming CSSW Stetson Holdings, LLC, as Debtor and BNP Paribas, in its capacity as Security Agent, as Secured Party, to be filed with the Secretary of State of the State of Delaware.

Exhibit E-7

S-1

EXHIBIT F-2

to Financing Agreement

FORM OF CONSENT OF BOP CONTRACTOR

(See Tab      )

This CONSENT AND AGREEMENT, dated as of December 22, 2009 (this “Consent”), is entered into by and among REED & REED, INC., a corporation organized and existing under the laws of the state of Maine (together with its permitted successors and assigns, “Contracting Party”), EVERGREEN WIND POWER V, LLC, a Delaware limited liability company (“EWP”), and BNP PARIBAS, as Security Agent (“Agent”) for the Secured Parties (as defined in the Financing Agreement).

RECITALS

A.In order to finance the operation of a 57 MW wind energy project and a 25.5 MW wind energy project located in Washington County, Maine (collectively, or individually, as the case may be, the “Project”), Stetson Holdings, LLC has entered into that certain Financing Agreement dated as of December 22, 2009 with BNP Paribas (“BNPP”) as Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, Security Agent and Issuing Bank, and HSH Nordbank AG, New York Branch (“HSHN”), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, and certain other lenders (“Lenders”) party thereto (the “Financing Agreement”).  In connection with the Financing Agreement, EWP and Agent have entered into a Guaranty and Security Agreement (the “Security Agreement”), under which EWP has agreed to assign its interest under the Assigned Agreement (as defined below) to Agent as collateral for certain secured obligations under the Financing Agreement.

B.Contracting Party and EWP have entered into that certain Stetson Wind Power Project Transmission Construction Works Contract No. EWPV-07-02, dated as of December 31, 2007, as amended by Change Order Number 001 dated as of August 15, 2008, as further amended by Change Order Number 002 dated as of November 9, 2008, as amended by Change Order Number 003 dated as of November 11, 2008, and as amended by Change Order Number 004, dated as of January 28, 2009 (as additionally amended, amended and restated,

supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Assigned Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree, notwithstanding anything in the Assigned Agreement to the contrary, as follows:

I.ASSIGNMENT AND AGREEMENT.

A.Consent to Assignment.

Contracting Party consents to the collateral assignment under the Security Agreement of all of EWP’s right, title and interest in, to and under the Assigned Agreement (collectively, the “Assigned Interests”).  Contracting Party acknowledges the right of Agent, in the exercise of Agent’s rights and remedies pursuant to the Security Agreement, to make all demands, give all notices, take all actions and exercise all rights of EWP under the Assigned Agreement.

B.Subsequent Owner.

1.Contracting Party agrees that, if Agent notifies Contracting Party in writing that, pursuant to the Security Agreement, it has assigned, foreclosed or sold the Assigned Interests, then (i) Agent or its successor, assignee and/or designee (a “Subsequent Owner”) shall be substituted for EWP under the Assigned Agreement and (ii) Contracting Party shall (1) recognize Agent or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of Agent or the Subsequent Owner, as the case may be; provided that Agent or such Subsequent Owner, as the case may be, has assumed in writing all of EWP’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement.

2.Without limiting anything herein, the warranties provided by Contracting Party under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that Agent or a Subsequent Owner succeeds to EWP’s right, title and interest in the Assigned Agreement.

C.Right to Cure.

If EWP defaults in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Contracting Party to terminate or suspend its performance under the Assigned Agreement (each hereinafter a “Default”), Contracting Party shall not terminate or suspend its performance under the Assigned Agreement until it first gives written notice of such Default to Agent and affords Agent a period of at least 30 days (this 30 day period, for the avoidance of doubt, being in addition to any cure period granted to EWP to cure such Default under the Assigned Agreement) or if such Default is a nonmonetary default, a period of 60 days (this 60 day period, for the avoidance of doubt, being in addition to any cure period granted to EWP to cure such Default under the Assigned Agreement) from receipt of such notice to cure such Default.

D.Delivery of Notices.

Contracting Party shall deliver notice to Agent when there is a Default by EWP under the Assigned Agreement.

E.Termination.

In the event that the Assigned Agreement is terminated by rejection, or otherwise, during a case in which EWP is the debtor under Title 11, United States Code, or other similar federal or state statute, then, in the event that Agent or its nominee or designee has commenced foreclosure proceedings on the assets of EWP, Contracting Party shall, at the option of Agent and so long as all existing payment defaults by EWP under the Assigned Agreement are cured by Agent or its nominee or designee, enter into a new agreement with Agent or (at the direction of Agent) its nominee or designee having terms substantially identical to the Assigned Agreement,

pursuant to which Agent or its nominee or designee shall have all of the rights and obligations of EWP under the Assigned Agreement.

II.REPRESENTATIONS AND WARRANTIES

Each of Contracting Party, EWP and Agent hereby represents and warrants as of the date hereof that it is duly organized, validly existing, and in good standing under the laws of the commonwealth or state of its organization and is qualified and in good standing in each other jurisdiction where the failure to so qualify would have a material adverse effect upon its business or financial condition, and it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Consent.

III.PAYMENTS UNDER THE ASSIGNED AGREEMENT

Contracting Party shall pay all amounts (if any) payable by it under the Assigned Agreement to EWP in the manner and as and when required by the Assigned Agreement directly into the account specified from time to time by Agent to Contracting Party in writing.  Notwithstanding the foregoing, if any entity or person has become a Subsequent Owner pursuant to the terms hereof, then Contracting Party shall pay all such amounts directly to an account designated by Subsequent Owner.

IV.MISCELLANEOUS.

A.Notices.

Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to Contracting Party:	If to EWP:
Reed & Reed, Inc.	Evergreen Wind Power V, LLC
P.O. Box 370, Route 128
Woolwich, ME 04579	c/o First Wind Energy, LLC
Facsimile: (207) 443-2792

Attention: Pat Defilipp and Jack Parke	179 Lincoln Street, Suite 500
	Boston, Massachusetts 02111
	Facsimile: (617) 960-2889
	Attention: Secretary
If to Agent:
BNP Paribas
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 841-2000
Facsimile: (212) 841-2146
Attention: Project Finance & Utilities

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service (including Federal Express, UPS, DHL and other similar overnight delivery services), (c) in the event overnight delivery services are not readily available, if mailed by first class United States Mail, postage prepaid, registered or certified with return receipt requested, (d) if sent by prepaid telegram or by facsimile or (e) if sent by other electronic means (including electronic mail) confirmed by facsimile or telephone.  Any party may change its address for notice hereunder by giving of 30 days’ notice to the other parties in the manner set forth herein.

B.Counterparts.

This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be

an original, but all of which shall together constitute one and the same instrument.

C.Amendment, Waiver.

Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by Contracting Party and Agent.

D.Successors and Assigns.

This Consent shall bind and benefit Contracting Party, Agent, and their respective successors and assigns.

E.Further Assurances.

Contracting Party will, upon the reasonable written request of Agent, execute and deliver such further documents and do such other acts and things necessary to effectuate the purposes of this Consent.

F.Governing Law.

This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law).

[signatures on the following pages]

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Consent and Agreement to be duly executed and delivered as of the date first above written.

REED & REED, INC., a Maine Corporation, as Contracting Party
By:
	Name:
	Title:

EVERGREEN WIND POWER V, LLC, a Delaware limited liability company
By:
	Name: Evelyn Lim
	Title: Secretary

Accepted and Agreed to
BNP PARIBAS, as Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit F-2

1

EXHIBIT F-3

to Financing Agreement

FORM OF CONSENT OF ENERGY HEDGE PROVIDER

(See Tab      )

CONSENT OF CONSTELLATION ENERGY COMMODITIES GROUP, INC.

This CONSENT AND AGREEMENT (as amended, modified and supplemented from time to time, this “Consent”), dated as of December 22, 2009, is executed by Constellation Energy Commodities Group, Inc., a Delaware corporation (“Contracting Party”), Stetson Holdings, LLC, a Delaware limited liability company (“Assignor”), and BNP Paribas (“Agent”).

RECITALS

WHEREAS, Assignor owns and operates a wind generating facility with a nameplate capacity of up to 57 megawatts and a wind generating facility with a nameplate capacity of up to 25.5 megawatts located in Washington and Penobscot Counties, Maine (collectively, the “Project”);

WHEREAS, Assignor has entered into with Contracting Party that certain (i) ISDA International Swaps Dealers Association, Inc. Master Agreement, dated as of June 11, 2008, with Contracting Party (“Master Agreement” ), (ii) Schedule to the Master Agreement, dated as of June 11, 2008, with Contracting Party (“Schedule”), (iii) ISDA International Swaps and Derivatives Association, Inc. Credit Support Annex to the Schedule to the Master Agreement, dated as of June 11, 2008, with Contracting Party (“Credit Support Annex”) and (iv) Confirmation to the Master Agreement, dated as of June 11, 2008, with Contracting Party (“Confirmation”) (together with the Master Agreement, Schedule, and Credit Support Annex, each as amended in accordance with the terms hereof or as may be further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”);

WHEREAS, pursuant to the Financing Agreement (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), dated as of December 22, 2009, by and among Assignor, as Borrower, the financial institutions from time to time party thereto (the “Lenders”), BNP Paribas (“BNPP”) as Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, Security Agent and Issuing Bank, and HSH Nordbank AG, New York Branch (“HSHN”), as Joint Lead Arranger, Joint Bookrunner, and Co-Syndication Agent, the Lenders have agreed to extend financing to Assignor with respect to the operation and maintenance of the Project;

WHEREAS, as a condition of the financing under the Financing Agreement, Assignor is required to grant to Security Agent a first-priority security interest in all of Assignor ‘s right, title and interest in, to and under the Agreement (the “Assigned Interest”) as collateral security for satisfaction of all obligations of Assignor to Security Agent under a Pledge and Security Agreement and the other Loan Documents (as defined in the Financing Agreement).

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WHEREAS, it is a requirement under the Financing Agreement that Contracting Party and the other parties hereto shall have executed this Consent.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Consent and Agreement.  Contracting Party:

(a)consents to the assignment of the Assigned Interest as collateral security to Agent;

(b)acknowledges the right (but not the obligation) of Agent in the exercise of its rights and remedies under the Financing Agreement to, upon notice to Contracting Party that an “Event of Default” has occurred and is continuing under the Financing Agreement, make all demands, give all notices, take all actions and exercise all rights of Assignor under the Agreement, and agrees to accept any such exercise; provided, however, that, insofar as Agent exercises any of its rights under the Agreement or makes any claims with respect to payments or other obligations under the Agreement, the terms and conditions of the Agreement applicable to such exercise of rights or claims shall apply to Agent to the same extent as to Assignor, provided, further, that Agent or its designee, as the case may be, assumes in writing all of Assignor’s obligations under the Agreement and notifies Contracting Party of such assumption;

(c)agrees not to (i) terminate the Agreement or suspend performance of its services thereunder, except as provided in the Agreement or to the extent permitted by law and, in any event with respect to a termination of the Agreement, in accordance with Section 4 of this Consent; (ii) consent to any termination of the Agreement by Assignor without the prior written consent of Agent (such consent not to be unreasonably withheld or delayed), except as provided in the Agreement and in accordance with Section 4 of this Consent; or (iii) except as provided in the Agreement (but in any event subject to the assignee or transferee entering into a consent and agreement substantially similar to this Consent), sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its right, title or interest in the Agreement, in each case without the prior written consent of Agent (such consent not to be unreasonably withheld or delayed);

(d)agrees not to amend, supplement or modify the Agreement in any material respect (excluding routine or immaterial change orders or amendments), without the prior written consent of Agent (such consent not to be unreasonably withheld or delayed) unless Contracting Party receives confirmation from Assignor that such amendment, supplement or modification isexpressly permitted under the Financing Agreement; and

(e)agrees to promptly deliver to Agent duplicates or copies of all notices of or with respect to default, suspension or termination delivered under or pursuant to the Agreement.

2.Assignor’s Acknowledgement.  Assignor acknowledges and agrees that Contracting Party is permitted to perform its obligations under the Agreement upon Agent’s exercise of Assignor’s rights in accordance with this Consent, and that Contracting Party shall

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bear no liability to Assignor solely as a result of performing its obligations under the Agreement upon such exercise by Agent.

3.Subsequent Transferee.  Contracting Party agrees that, if Agent shall notify Contracting Party in writing that an “Event of Default” under the Financing Agreement has occurred and is continuing and that Agent has elected to exercise its rights and remedies pursuant to the Financing Agreement with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or any portion thereof), then Agent or any other purchaser, successor, assignee or designee of the Assigned Interest (as the case may be, in each case, a “Subsequent Transferee”) shall be substituted for Assignor under the Agreement and Contracting Party shall (a) recognize the Subsequent Transferee as its counterparty under the Agreement and (b) continue to perform its obligations under the Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee: (i) has elected in writing to assume all of Assignor’s rights and obligations  under the Agreement, (ii) has cured any then-existing payment defaults under the Agreement, (iii) has provided credit support and collateral to the extent and in the manner required under the Agreement, (iv) has acquired all of Assignor’s right, title and interest in the Project and (v) is a Permitted Assignee.  “Permitted Assignee” shall mean a Person having at least five (5) years experience in the operation and maintenance of electrical generation facilities similar to the Project, which Person shall be reasonably acceptable to Contracting Party.  The Subsequent Transferee shall have the right to assign all of its interest in the Agreement to any Person as permitted and under the terms set forth in the Agreement.  “Person” means any natural person, corporation, partnership, trust, joint venture, limited liability company, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.

4.Right to Cure.  In the event of a default or breach by Assignor in the performance of any of its obligations under the Agreement, or upon the occurrence or non-occurrence of any event or condition under the Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Contracting Party to terminate the Agreement (hereinafter, a “Default”), Contracting Party shall not terminate the Agreement until it first gives written notice of such Default to Agent (concurrently with the notice of such Default to Assignor) and affords Agent (a) a period of thirty (30) days from receipt of such notice to cure such Default if such Default is the failure to pay amounts to Contracting Party which are due and payable under the Agreement or (b) with respect to any other Default, a reasonable opportunity, but no longer than ninety (90) days from receipt of such notice, to cure such non-payment Default (provided that during such cure period Agent or Assignor continues to perform each of Assignor’s other obligations under the Agreement).  Notwithstanding anything to the contrary herein, if the Default is peculiar to Assignor and not curable by Agent, such as the insolvency, bankruptcy, general assignment for the benefit of the Agent, or appointment of a receiver, trustee, custodian or liquidator of Assignor or its properties, then, notwithstanding any right that Contracting Party may have to terminate the Agreement, Agent shall be entitled to assume the rights and obligations of Assignor under the Agreement in accordance with Section 3 within the cure period provided in clause (b) above, and provided such assumption has occurred within such period, Contracting Party shall not be entitled to terminate the Agreement as a result of such Default.  If possession of the Project is necessary to cure such Default, and Agent or its successor(s), assignee(s) and/or designee(s) declares an Event of Default under the Financing Agreement and commences foreclosure proceedings or any other proceedings necessary to take

5

possession of the Project, Agent or its successors(s), assignee(s) and/or designee(s) will be allowed a reasonable period to complete such proceedings, provided that, once commenced, Agent or its successor(s), assignee(s) and/or designee(s) shall pursue such proceedings with due dispatch.  After taking possession of the Project, Agent or its successor(s), assignee(s) and/or designee(s) shall commence curing such Default within fifteen (15) days after having possession of the Project and thereafter diligently pursue such cure to completion within ninety (90) days after obtaining possession of the Project or such later date, if any, permitted under the terms of the Agreement, as applicable, for the performance of a cure of a Default.  If Agent or its successor(s), assignee(s) and/or designee(s) is prohibited by any court order or bankruptcy or insolvency proceedings of Assignor from curing the Default or from commencing or prosecuting such proceedings, the foregoing time periods shall be extended by the period of such prohibition.

5.Replacement Agreement.  In the event that the Agreement is rejected or terminated as a result of any bankruptcy or insolvency proceeding, or the Agreement is terminated for any reason other than a Default which could have been cured by Agent as provided in Section 4, Contracting Party shall, at the option of Agent exercised within forty-five (45) days after such rejection or termination, enter into a new agreement with Agent having terms that are the same in all material respects to those in  the Agreement (subject to any conforming changes necessitated by the substitution of parties and other changes as the parties may mutually agree, the “Replacement Agreement”), provided that the term under such Replacement Agreement shall be no longer than the remaining balance of the term specified in the Agreement.  Agent shall have the right to assign all of its interest in the Replacement Agreement to any Person in accordance with and subject to Section 3.  Upon such assignment, Agent (including its agents and employees) shall be released from any further liability thereunder to the extent of its interest under the Replacement Agreement.

6.No Liability.  Contracting Party acknowledges and agrees that Agent (and any successor(s), assignee(s), designee(s) other representative of Agent) shall not have any liability or obligation under the Agreement as a result of exercising its rights under this Consent or the Financing Agreement, nor shall Agent (nor any successor(s), assignee(s), designee(s) or other representative of Agent), be obligated or required to perform any of Assignor’s obligations under the Agreement or to take any action to collect or enforce any claim for payment assigned under any document executed in connection with the Financing Agreement, except as provided in Section 1(b) or during any period in which such Person has elected to become a Subsequent Transferee pursuant to Section 3 or counterparty to a Replacement Agreement pursuant to Section 5, in which case such Subsequent Transferee shall assume all of Assignor’s rights and obligations under the Agreement in accordance with Section 3, or, if such Person is a counterparty to a Replacement Agreement, shall cure any Defaults for failure to pay amounts owed under the Agreement but shall not otherwise be required to perform or be subject to any defenses or offsets by reason of any of Assignor’s other obligations under the Agreement that were unperformed at such time unless expressly agreed to in writing by such counterparty.    Without limiting the generality of the foregoing, under no circumstance shall Agent or its successor(s), assignee(s) or designee(s), be liable to Contracting Party for any action taken by it or on its behalf in good faith during the cure period provided for in Section 4, notwithstanding such action may prove to be in whole or in part, inadequate or invalid; provided however the parties hereto acknowledge and agree that to the extent any such action increases the Losses (as defined in the Agreement) of Contracting Party resulting from a default or breach of the

6

Agreement by Assignor, then such Losses shall be taken into account in determining any payments due under the Agreement as a result of such default or breach.

7.Payment of Monies.  Commencing when Agent notifies Contracting Party in writing that Agent has established an account for the deposit of funds, and has directed Contracting Party to make all payments required to be made by it under the Agreement to such account, and so long as the Financing Agreement remains in effect, Contracting Party hereby agrees to make all payments required to be made by it under the Agreement in U.S. dollars, or, if Contracting Party has been notified that an “Event of Default” under the Financing Agreement has occurred and is continuing, to such other Person and/or at such other address or account as the Agent may from time to time specify in writing to Contracting Party and all payments made by Contracting Party shall be accompanied by a statement stating that such payments are made under the Agreement.  Assignor hereby instructs Contracting Party, and Contracting Party accepts such instructions, to make all payments due and payable to Assignor under the Agreement as set forth in the immediately preceding sentence.

8.Representations and Warranties.  Contracting Party hereby represents and warrants to Assignor and Agent as of the date of this Consent that:

(a)Contracting Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation/incorporation and has all requisite power and authority to execute, deliver and perform its obligations under the Agreement and this Consent;

(b)The execution, delivery and performance by Contracting Party of the Agreement and this Consent have been duly authorized by all necessary corporate action, and do not and will not require any further consents or approvals which have not been obtained, or violate any provision of any law, regulation, order, judgment, injunction or similar matters or breach in any material respect any agreement presently in effect with respect to or binding on Contracting Party;

(c)All government approvals necessary for the execution, delivery and performance by Contracting Party of its obligations under the Agreement have been obtained and are in full force and effect, except those governmental approvals routinely obtained during the ordinary course of business during the execution of the Project;

(d)This Consent and the Agreement are legal, valid and binding obligations of Contracting Party, enforceable against Contracting Party in accordance with their respective terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights in general and except to the extent that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought;

(e)Assuming the due authorization, execution and delivery by, and the binding effect on, Assignor, the Agreement is in full force and effect and has not been amended, supplemented or modified since the date of execution of the Agreement;

(f)To the best of Contracting Party’s knowledge, Assignor has fulfilled all of its obligations under the Agreement, and there are no breaches, Defaults or unsatisfied conditions

7

presently existing (or which would exist after the passage of time and/or giving of notice) that would allow Contracting Party to terminate the Agreement;

(g)There are no disputes or legal proceedings between Contracting Party and Assignor; and

(h)The representations and warranties of Contracting Party contained in the Agreement are true and correct on the date hereof.

9.Notices.  Any communications between the parties hereto or notices provided herein to be given, may be given to the following addresses:

If to Contracting Party:	Constellation Energy Commodities Group, Inc.
	111 Market Place, Suite 500
	Baltimore, MD 21202
	Attn: Contract Administration
	Telephone: (410) 470-3738
	Facsimile: (443) 213-3556
	with a copy to:
	Constellation Energy Commodities Group, Inc.
	111 Market Place, Suite 500
	Baltimore, MD 21202
	Attention: General Counsel
	Facsimile No. : (443-) 213-3556
If to Agent:	BNP PARIBAS
	787 Seventh Avenue
	New York, NY 10019
	Attention:	Project Finance & Utilities
	Telephone:	(212) 841-2000
	Facsimile:	(212) 841-2146
If to Assignor:	Stetson Holdings, LLC
	c/o First Wind Energy, LLC
	179 Lincoln Street, Suite 500
	Boston, MA 02111
	Attention: President
	Facsimile: (617) 960-2889
	with a copy to:
	First Wind Energy, LLC
	179 Lincoln Street, Suite 500
	Boston, MA 02111
	Attention: General Counsel

8

Facsimile: (617) 960-2889

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telegram, or by telecopy, confirmed by telephone.  Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted before 4 p.m., recipient’s time, and if transmitted after that time, on the next following business day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender.  Any party shall have the right to change its address for notice hereunder by giving of thirty (30) days’ written notice to the other parties in the manner set forth herein above.

10.Binding Effect; Amendments; Confirmation.  This Consent shall be binding upon and benefit the successors and assigns of Contracting Party, Assignor, Agent and their respective successors, transferees and permitted assigns (including without limitation, any entity that refinances all or any portion of Assignor’s obligations under the Financing Agreement).  No termination, amendment, variation or waiver of any provisions of this Consent shall be effective unless in writing and signed by Contracting Party, Agent and Assignor; provided that all rights and obligations of Agent hereunder shall terminate upon payment in full of the obligations of Assignor under the Financing Agreement without the requirement for any such writing.

11.Governing Law.  This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law).  CONTRACTING PARTY, ASSIGNOR, AND AGENT HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH OF CONTRACTING PARTY, ASSIGNOR AND AGENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY 

9

NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH OF CONTRACTING PARTY, ASSIGNOR AND AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.Severability.  Any provision of this Consent which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.Counterparts.  This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement.

14.Interpretation.  All references in this Consent to any document, instrument or agreement (a) shall include all contract variations, change orders, exhibits, schedules and other attachments thereto, and (b) shall include all documents, instruments or agreements issued or executed in replacement or as predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

[SIGNATURES FOLLOW]

10

IN WITNESS WHEREOF, the undersigned, by its officer thereunto duly authorized, has duly executed this Consent as of the date first above written.

CONSTELLATION ENERGY COMMODITIES GROUP, INC.,

a Delaware corporation

By:

Name:

Title:

Accepted and agreed:

BNP PARIBAS,

as Agent

By:

Name:

Title:

By:

Name:

Title:

Accepted and agreed:
STETSON HOLDINGS, LLC,
a Delaware limited liability company
By:
Name:	Evelyn Lim
Title:	Secretary

Exhibit F-3

1

EXHIBIT F-4

to Financing Agreement

FORM OF CONSENT OF ENERGY HEDGE GUARANTOR

(See Tab      )

CONSENT OF CONTRACTING PARTY

This CONSENT AND AGREEMENT (as amended, modified and supplemented from time to time, this “Consent”), dated as of December 22, 2009, is executed by Constellation Energy Group, Inc., a Maryland corporation (“Contracting Party”), Stetson Holdings, LLC, a Delaware limited liability company (“Assignor”), and BNP Paribas (“Agent”).

RECITALS

WHEREAS, pursuant to the Financing Agreement (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), dated as of December 22, 2009, by and among Assignor, as Borrower, the financial institutions from time to time party thereto (the “Lenders”), BNP Paribas (“BNPP”) as Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, Security Agent and Issuing Bank, and HSH Nordbank AG, New York Branch (“HSHN”), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, the Lenders have agreed to extend financing to Assignor with respect to the operation and maintenance of a wind generating facility with a nameplate capacity of up to 57 megawatts and a wind generating facility with a nameplate capacity of up to 25.5 megawatts located in Washington and Penobscot Counties, Maine (collectively, the “Project”).

WHEREAS, Constellation Energy Commodities Group, Inc., an affiliate of Contracting Party, has entered into that certain (i) ISDA International Swaps Dealers Association, Inc. Master Agreement, dated as of June 11, 2008, with Contracting Party (“Master Agreement”), (ii) Schedule to the Master Agreement, dated as of June 11, 2008, with Assignor (“Schedule”), (iii) ISDA International Swaps and Derivatives Association, Inc. Credit Support Annex to the Schedule to the Master Agreement, dated as of June 11, 2008, with Assignor (“Credit Support Annex”) and (iv) Confirmation to the Master Agreement, dated as of June 11, 2008, with Assignor (“Confirmation”; together with the Master Agreement, Schedule, and Credit Support Annex, each as amended in accordance with the terms hereof or as may be further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”).

WHEREAS, Contracting Party has entered into that certain Guaranty with respect to the Agreement, dated as of February 9, 2009 for the benefit of Assignor (as amended in accordance with the terms hereof or as may be further amended, modified and supplemented from time to time in accordance with the terms hereof, the “Guaranty”).

WHEREAS, as a condition of the financing under the Financing Agreement, Assignor is required to grant to Agent a first-priority security interest in all of Assignor’s right, title and interest in, to and under the Guaranty (the “Assigned Interest”) as collateral security for satisfaction of all obligations of Assignor to Agent under a Pledge and Security Agreement and the Loan Documents.

3

WHEREAS, it is a requirement under the Financing Agreement that Contracting Party and the other parties hereto shall have executed this Consent.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Consent and Agreement.  Contracting Party acknowledges and consents to the assignment of the Assigned Interest as collateral security to Agent.

2.Representations and Warranties.  Contracting Party hereby represents and warrants to Assignor and Agent as of the date of this Consent that:

(a)Contracting Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation/incorporation and has all requisite power and authority to execute, deliver and perform its obligations under the Guaranty and this Consent; and

(b)The execution, delivery and performance by Contracting Party of the Guaranty and this Consent have been duly authorized by all necessary corporate action, and do not and will not require any further consents or approvals which have not been obtained, or violate any provision of any law, regulation, order, judgment, injunction or similar matters or breach any agreement presently in effect with respect to or binding on Contracting Party.

3.Notification.  The notification requirements pursuant to Section 11 of the Guaranty shall be deemed satisfied by this Consent.

4.Notices.  Any communications between the parties hereto or notices provided herein to be given, may be given to the following addresses:

4

If to Contracting Party:	Constellation Energy Group, Inc.
	100 Constellation Way, Suite 1600P
	Baltimore, MD 21202
	Attention: Treasurer
	Facsimile: 410-470-5680
	with a copy to:
	Constellation Energy Commodities Group, Inc.
	111 Market Place, Suite 500
	Baltimore, MD 21202
	Attention: Credit Department
	Telephone: 410-470-2389
	Facsimile: 410-468-3828
If to Agent:	BNP PARIBAS
	787 Seventh Avenue
	New York, NY 10019
	Attention:	Project Finance & Utilities
	Telephone:	(212) 841-2000
	Facsimile:	(212) 841-2146
If to Assignor:	Stetson Holdings, LLC
	c/o First Wind Energy, LLC
	179 Lincoln Street, Suite 500
	Boston, MA 02111
	Attention: General Counsel
	Facsimile: 617-960-2889

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telegram, or by telecopy, confirmed by telephone.  Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted before 4 p.m., recipient’s time, and if transmitted after that

5

time, on the next following business day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender.  Any party shall have the right to change its address for notice hereunder by giving of thirty (30) days’ written notice to the other parties in the manner set forth herein above.

5.Binding Effect; Amendments; Confirmation.  No termination, amendment, variation or waiver of any provisions of this Consent shall be effective unless in writing and signed by Contracting Party, Agent and Assignor; provided that all rights and obligations of Agent hereunder shall terminate upon payment in full of the obligations of Assignor under the Financing Agreement without the requirement for any such writing.

6.Governing Law.  This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law).  CONTRACTING PARTY, ASSIGNOR, AND AGENT HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH OF CONTRACTING PARTY, ASSIGNOR AND AGENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH OF CONTRACTING PARTY, ASSIGNOR AND AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.Severability.  Any provision of this Consent which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.Counterparts.  This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement.

6

9.Interpretation.  All references in this Consent to any document, instrument or agreement (a) shall include all contract variations, change orders, exhibits, schedules and other attachments thereto, and (b) shall include all documents, instruments or agreements issued or executed in replacement or as predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

[SIGNATURES FOLLOW]

7

IN WITNESS WHEREOF, the undersigned, by its officer thereunto duly authorized, has duly executed this Consent as of the date first above written.

CONSTELLATION ENERGY GROUP, INC.,

a Maryland corporation

By:

Name:

Title:

Accepted and agreed:

BNP PARIBAS,

as Agent

By:

Name:

Title:

By:

Name:

Title:

Accepted and agreed:
Stetson Holdings, LLC,
a Delaware limited liability company
By:
	Name:  Evelyn Lim
	Title:    Secretary

Exhibit F-4

1

EXHIBIT F-6

to Financing Agreement

FORM OF CONSENT OF LANDOWNER ESTOPPEL

(See Tab      )

Exhibit F-6

1

ESTOPPEL CERTIFICATE

To:BNP PARIBAS, as Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, Security Agent for the Secured Parties and as Issuing Bank; and HSH NORDBANK AG, New York Branch as a Joint Lead Arranger, Joint Bookrunner, and Co-syndication Agent; and such other party or parties that may provide financing for the development of the project (the “Project”) described in the below defined Land Agreement (each such party a “Lender”);

Evergreen Wind Power V, LLC (“Project Company);

Stewart Title Insurance Company (the “Title Company”)

RE:Land Lease Agreement dated as of October 12, 2006, between Lakeville Shores, Inc., as Landowner, and Project Company as amended by that certain First Amendment to Land Lease Agreement dated as of March 30, 2007 and that certain Second Amendment to Land Lease Agreement dated as of August 17, 2007 (collectively, the “Land Agreement”).  A Memorandum of Lease being filed in the Washington County Registry of Deeds on October 17, 2008 in Book 3462, Page 292.

Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term Land Agreement.

Landowner hereby makes the following consent, and certifies and represents to each of the, Project Company, Title Company and any Lender, as to the following matters, with the knowledge that this Estoppel (the “Estoppel”) will be relied upon by the Project Company with respect to the development of the Project, by the Title Company in connection with in connection with issuing title insurance concerning the Land Agreement, and by Lender in making loans to the Project Company.

1.Complete Agreement.  Attached to this Estoppel as Exhibit A is a true, complete and correct copy of the Land Agreement and constitutes the complete agreement between Landowner and Project Company with respect to the Land Agreement and the property that is subject to the Land Agreement (the “Property”).

2.Valid Title.  Landowner holds fee title to the Property, has all right, title and interest necessary to grant the Land Agreement and has not sold, assigned or otherwise encumbered its interest in the Land Agreement.  There are no adverse claims to title to the Property that would impair Project Company from exercising its rights under the Land Agreement.  The Land Agreement does not violate any agreements to which Landowner is a party.

3.No Defaults.  All payments or other charges that are due by Project Company to Landowner under the Land Agreement have been paid as of the date of this Estoppel.  Neither Landowner nor Project Company is in default of any of the terms and provisions

of the Land Agreement nor is there now any fact or condition which, with notice or lapse of time or both, will become a default by Landowner or Project Company under the Land Agreement.

4.No Claims.  As of the date of this Estoppel, Landowner has no defenses, offsets, credits or counterclaims to the enforcement of the Land Agreement.  Landowner has not received any notice from or on behalf of Project Company of any defenses, offsets, credits or counterclaims to the enforcement of the Land Agreement.

5.No Actions.  Landowner is not insolvent and has no expectations to file for bankruptcy or reorganization.  Landowner has received no notice nor has any knowledge that:

(a)Landowner or Project Company is in violation of any law or regulation applicable to the Property.

(b)Any pending eminent domain proceedings or other government actions or any judicial actions of any kind relating to the Land Agreement or the Property exist.

(c)Any pending or threatened litigation against Landowner exists, and there are no actions, whether voluntary or otherwise, pending against Landowner under any bankruptcy, reorganization, arrangement, moratorium or similar laws.

6.Acknowledgment of Lender as Leasehold Mortgagee. Landowner expressly acknowledges and affirms the rights of Lender as a Leasehold Mortgagee under Section 19 of the Land Agreement.  Landowner will provide all notices of default to Lender at the address

BNP Paribas

The Equitable Tower

787 Seventh Avenue

New York, NY 10019

Attention:       General Counsel

The individual executing this Estoppel on behalf of Landowner represents and warrants that she/he has the power and the authority to execute this Estoppel on behalf of Landowner.

IN WITNESS WHEREOF, the undersigned has executed this Estoppel as of the [      ] day of [                               ], 2009.

LANDOWNER:

LAKEVILLE SHORES, INC.

Name:

Title:

Name:

Title:

Exhibit A

to Land Agreement Estoppel

Land Agreement

[To be attached.]

EXHIBIT F-7

to Financing Agreement

FORM OF CONSENT OF CONTRACTING PARTY

(See Tab      )

CONSENT AND AGREEMENT

This CONSENT AND AGREEMENT, dated as of December 22, 2009 (this “Consent”), is entered into by and among FIRST WIND O&M, LLC, a limited liability company organized and existing under the laws of the state of Delaware (together with its permitted successors and assigns, “Contracting Party”), STETSON WIND II, LLC, a Delaware limited liability company (“Assignor”), and BNP PARIBAS, as Security Agent (“Agent”) for the Secured Parties (as defined in the Financing Agreement).

RECITALS

A.In order to finance the operation of a 57 MW wind energy project and a 25.5 MW wind energy project located in Washington County, Maine (collectively, or individually, as the case may be, the “Project”), Stetson Holdings, LLC has entered into that certain Financing Agreement dated as of December 22, 2009 with BNP Paribas, as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Issuing Bank and Security Agent for the Secured Parties, and HSH Nordbank AG, New York Branch, as Joint Lead Arranger, Joint Bookrunner, and Co-Syndication Agent and certain lenders (“Lenders”) party thereto (the “Financing Agreement”).  In connection with the Financing Agreement, Assignor, Stetson Holdings, LLC and Agent have entered into a Guaranty and Security Agreement (the “Security Agreement”), under which Assignor has agreed to assign its interest under the Assigned Agreement (as defined below) to Agent as collateral for certain secured obligations under the Financing Agreement.

B.Contracting Party and Assignor have entered into that certain Project O&M Agreement, dated as of December 22, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Assigned Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree, notwithstanding anything in the Assigned Agreement to the contrary, as follows:

II.ASSIGNMENT AND AGREEMENT

A.Consent to Assignment.

Contracting Party consents to the collateral assignment under the Security Agreement of all of Assignor’s right, title and interest in, to and under the Assigned Agreement (collectively, the “Assigned Interest”).  Contracting Party acknowledges the right of Agent, in the exercise of Agent’s rights and remedies pursuant to the Security Agreement, to make all demands, give all notices, take all actions and exercise all rights of Assignor under the Assigned Agreement.

B.Subsequent Owner.

1.Contracting Party agrees that, if Agent notifies Contracting Party in writing that, pursuant to the Security Agreement, it has assigned, foreclosed or sold the Assigned Interests, then (i) Agent or its successor, assignee and/or designee (a “Subsequent Owner”) shall be substituted for Assignor under the Assigned Agreement and (ii) Contracting Party shall (1) recognize Agent or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of Agent or the Subsequent Owner, as the case may be; provided that Agent or such Subsequent Owner, as the case may be, has assumed in writing all of Assignor’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement.

2.Without limiting anything herein, the warranties provided by Contracting Party under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that Agent or a Subsequent Owner succeeds to Assignor’s right, title and interest in the Assigned Agreement.

C.Right to Cure.

If Assignor defaults in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Contracting Party to terminate or suspend its performance under the Assigned Agreement (each hereinafter a “Default”), Contracting Party shall not terminate or suspend its performance under the Assigned Agreement until it first gives written notice of such Default to Agent and affords Agent a period of at least 30 days (this 30 day period, for the avoidance of doubt, being in addition to any cure period granted to Assignor to cure such Default under the Assigned Agreement) or if such Default is a nonmonetary default, a period of 60 days (this 60 day period, for the avoidance of doubt, being in addition to any cure period granted to Assignor to cure such Default under the Assigned Agreement) from receipt of such notice to cure such Default.

D.Delivery of Notices.

Contracting Party shall deliver notice to Agent when there is a Default by Assignor under the Assigned Agreement.

E.Termination.

In the event that the Assigned Agreement is terminated by rejection, or otherwise, during a case in which Assignor is the debtor under Title 11, United States Code, or other similar federal or state statute, then, in the event that Agent or its nominee or designee has commenced foreclosure proceedings on the assets of Assignor, Contracting Party shall, at the option of Agent and so long as all existing payment defaults by Assignor under the Assigned Agreement are cured by Agent or its nominee or designee, enter into a new agreement with Agent or (at the

direction of Agent) its nominee or designee having terms substantially identical to the Assigned Agreement, pursuant to which Agent or its nominee or designee shall have all of the rights and obligations of Assignor under the Assigned Agreement.

III.REPRESENTATIONS AND WARRANTIES

Each of Contracting Party, Assignor and Agent hereby represents and warrants as of the date hereof that it is duly organized, validly existing, and in good standing under the laws of the commonwealth or state of its organization and is qualified and in good standing in each other jurisdiction where the failure to so qualify would have a material adverse effect upon its business or financial condition, and it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Consent.

IV.MISCELLANEOUS

A.Notices.

Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to Contracting Party:	If to Assignor:
First Wind O&M, LLC	Stetson Wind II, LLC
c/o First Wind Energy, LLC	c/o First Wind Energy, LLC
179 Lincoln Street, Suite 500	179 Lincoln Street, Suite 500
Boston, Massachusetts 02111	Boston, Massachusetts 02111
Facsimile: (617) 960-2889	Facsimile: (617) 960-2889
Attention: Secretary	Attention: Secretary
If to Agent:
BNP Paribas
787 Seventh Avenue
New York, New York 10019
Facsimile: (212) 841-2146

Attention:  Project Finance & Utilities

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service (including Federal Express, UPS, DHL and other similar overnight delivery services), (c) in the event overnight delivery services are not readily available, if mailed by first class United States Mail, postage prepaid, registered or certified with return receipt requested, (d) if sent by prepaid telegram or by facsimile or (e) if sent by other electronic means (including electronic mail) confirmed by facsimile or telephone.  Any party may change its address for notice hereunder by giving of 30 days’ notice to the other parties in the manner set forth herein.

B.Counterparts.

This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

C.Amendment, Waiver.

Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by Contracting Party and Agent.

D.Successors and Assigns.

This Consent shall bind and benefit Contracting Party, Agent, and their respective successors and assigns.

E.Further Assurances.

Contracting Party will, upon the reasonable written request of Collateral Agent, execute and deliver such further documents and do such other acts and things necessary to effectuate the purposes of this Consent.

F.Governing Law.

This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law).

[signatures on the following pages]

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Consent and Agreement to be duly executed and delivered as of the date first above written.

FIRST WIND O&M, LLC,
a Delaware limited liability company, as Contracting Party
By:
Name:	Elizabeth Weir
Title:	Assistant Secretary

STETSON WIND II, LLC,
a Delaware limited liability company, as Assignor
By:
Name:	Elizabeth Weir
Title:	Assistant Secretary

Accepted and Agreed to
BNP PARIBAS,
as Agent
By:
Name:
Title:
By:
	Name:
	Title:

Exhibit F-7

1

EXHIBIT F-8

to Financing Agreement

FORM OF CONSENT OF TURBINE SUPPLIER AND TURBINE OPERATOR

(See Tab      )

CONSENT AND AGREEMENT
GENERAL ELECTRIC COMPANY

This CONSENT AND AGREEMENT (as amended, modified or supplemented from time to time, this “Consent”), dated as of December 22, 2009, is executed by GENERAL ELECTRIC COMPANY, a New York corporation (“GE”), EVERGREEN WIND POWER V, LLC, a Delaware limited liability company (“EWP” or the “Assignor”), and BNP PARIBAS, as Security Agent (“Security Agent”).

RECITALS

A.Stetson Holdings, LLC (“Borrower”) has entered into that certain Financing Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”) with the financial institutions from time to time party thereto as lenders, BNP Paribas (“BNPP”) as Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders, Security Agent and Issuing Bank, and HSH Nordbank AG, New York Branch (“HSHN”), as Joint Lead Arranger, Joint Bookrunner, and Co-Syndication Agent;

B.EWP, as assignee of First Wind Acquisition, LLC (f/k/a UPC Wind Acquisition, LLC) has entered into that certain Contract for the Sale of Power Generation Equipment and Related Services, dated as of June 4, 2007, as amended by Scope Change Order Form 01, dated as of August 14, 2007, as further amended by Scope Change Order Form 02, dated as of September 7, 2007, as further amended by that certain “In/Out” letter agreement, dated as of May 28, 2008, as further amended by and as further amended by Change Order No. A, dated as of July 3, 2008, as further amended by Stetson External Change Order Proposal No. 03, dated as of June 10, 2008, and as further amended by Stetson External Change Order Proposal No. 04, dated as of July 22, 2008, as amended by that External Change Order No. 4, Revision No. 1, dated as of the 8th day of August, 2008, as amended by External Change Order No. 5, dated as of July 14, 2009 (as amended, modified or supplemented from time to time, the “Assigned Agreement”) with GE for the purchase of thirty-eight (38) wind generation turbines and other ancillary equipment and related services;

C.EWP has entered into that certain Guaranty and Security Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement “) with BNP Paribas as Security Agent;

D.As collateral security for all obligations of Assignor to Security Agent under the Security Agreement and related documents, Assignor has granted to Security Agent a first-priority security interest in all of its right, title and interest in, to and under the Assigned Agreement (the “Assigned Interest”) pursuant to the Security Agreement; and

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E.It is a requirement under the Financing Agreement that GE and the other parties hereto shall have executed this Consent.

AGREEMENT

NOW THEREFORE, the parties hereto hereby agree as follows:

1.Consent and Agreement.  GE:

(a)consents to the assignment as collateral security to Security Agent, of the Assigned Interest;

(b)acknowledges the right (but not the obligation) of Security Agent in the exercise of its rights and remedies under the Security Agreement to, upon notice to GE that an Event of Default has occurred and continuing under the Financing Agreement, make all demands, give all notices, take all actions and exercise all rights of Assignor under the Assigned Agreement and agrees to accept any such exercise; provided, however, that, insofar as Security Agent exercises any of its rights under the Assigned Agreement or makes any claims with respect to payments or other obligations under the Assigned Agreement, the terms and conditions of the Assigned Agreement applicable to such exercise of rights or claims shall apply to Security Agent to the same extent as to Assignor; provided, further, that Security Agent or its designee, as the case may be, assumes in writing all of Assignor’s obligations under the Assigned Agreement, as applicable, and notifies GE of such assumption;

(c)agrees not to (i) cancel or terminate the Assigned Agreement or suspend performance of its services thereunder, except as provided in the Assigned Agreement or by operation of law and, in any event, except as in accordance with Section (e); (ii) consent to or accept any cancellation or termination of any of the Assigned Agreements by Assignor without the prior written consent of Security Agent; or (iii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its right, title or interest in the Assigned Agreement (other than the right to receive payment thereunder), in each case without the prior written consent of Security Agent (such consent not to be unreasonably withheld);

(d)agrees to promptly deliver to Security Agent duplicates or copies of all notices of or with respect to default, suspension or termination delivered under or pursuant to the Assigned Agreement.

2.Assignor’s Acknowledgement.  Assignor acknowledges and agrees that GE is authorized to perform its obligations under the Assigned Agreement pursuant to Security Agent’s exercise of Assignor’s rights in accordance with this Consent, and that GE shall bear no liability to Assignor in connection therewith.

3.Subsequent Transferee.

(a)GE agrees that, if Security Agent shall notify GE in writing that an Event of Default under the Financing Agreement has occurred and is continuing and that Security Agent has elected to exercise its rights and remedies pursuant to the Security Agreement with respect to the foreclosure (whether judicial or nonjudicial) or sale of the Assigned Interest (or

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any portion thereof), then Security Agent or any other purchaser, successor, assignee or designee of the Assigned Interest (as the case may be, in each ease, a “Subsequent Transferee”) shall be substituted for Assignor under the Assigned Agreement and GE shall (i) recognize the Subsequent Transferee as its counterparty under the Assigned Agreement and (ii) continue to perform its obligations under the Assigned Agreement in favor of the Subsequent Transferee; provided, however, that such Subsequent Transferee has elected in writing to assume all of such Assignor’s rights and obligations (including the obligation to cure any then existing payment defaults within the time permitted in the Assigned Agreement subject to Section (d)) under the Assigned Agreement, and has the ability to perform under the Assigned Agreement.  The Subsequent Transferee shall have the right to assign all of its interest in the Assigned Agreement to any Person, provided such assignee assumes in writing all obligations of the Subsequent Transferee under the Assigned Agreement, and has the ability to perform thereunder.  Upon such assignment, the Subsequent Transferee (including its agents and employees) shall be released from any further liability thereunder to the extent of its interest under the Assigned Agreement.

(b)Without limiting anything herein, the warranties provided by GE under the Assigned Agreement shall continue in full force and effect (until the expiration of the warranty period set forth in the Assigned Agreement, in accordance with the terms in the Assigned Agreement) for the benefit of Security Agent or a Subsequent Transferee, as the case may be, in the event that Security Agent or a Subsequent Transferee succeeds to Assignor’s right, title and interest in the Assigned Agreement.

4.Right to Cure.  In the event of a default or breach by Assignor in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable GE to terminate the Assigned Agreement (hereinafter, a “Default”), GE shall not terminate the Assigned Agreement until it first gives written notice of such Default to Security Agent (concurrently with the notice of such Default to Assignor) and affords Security Agent (a) a period of thirty (30) days from receipt of such notice to cure such Default if such Default is the failure to pay amounts to GE which are due and payable under the Assigned Agreement or (b) with respect to any other Default, a reasonable opportunity, but no more than ninety (90) days from receipt of such notice, to cure such non-payment Default (provided, that during such cure period Security Agent or such Assignor continues to perform Assignor’s other obligations under the Assigned Agreement).  Notwithstanding anything to the contrary herein, if the Default is peculiar to Assignor and not curable by Security Agent, such as the insolvency, bankruptcy, general assignment for the benefit of the Lender, or appointment of a receiver, trustee, custodian or liquidator of Assignor or its properties, then, notwithstanding any right that GE may have to terminate the Assigned Agreement, Security Agent shall be entitled to assume the rights and obligations of Assignor under the Assigned Agreement within the cure period provided in clause (b) above and provided such assumption has occurred within such period, GE shall not be entitled to terminate the Assigned Agreement as a result of such Default.  If possession of the Turbines is necessary to cure such breach or Default, and Security Agent or its successor(s), assignee(s) and/or designee(s) declares an Event of Default under the Financing Agreement and commences foreclosure proceedings or any other proceedings necessary to take possession of the Turbines, Security Agent or its successor(s), assignee(s) and/or designee(s) will be allowed a reasonable period to complete such proceedings; provided that, once commenced, Security

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Agent or its successor(s), assignee(s) and/or designee(s) shall pursue such proceedings with due dispatch.  After taking possession of the Turbines, Security Agent or its successor(s), assignee(s) and/or designee(s) shall commence curing such breach or Default within fifteen (15) days after having possession of the Turbines and thereafter diligently pursue such cure to completion within ninety (90) days after obtaining possession of the Turbines or such later date, if any, permitted under the terms of the Assigned Agreement, for the performance of a cure of a breach or Default.  If Security Agent or its successor(s), assignee(s) and/or designee(s) is prohibited by any court order or bankruptcy or insolvency proceedings of such Assignor from curing the Default or from commencing or prosecuting such proceedings, the foregoing time periods shall be extended by the period of such prohibition.

5.Replacement Agreement.  In the event that the Assigned Agreement is rejected or terminated as a result of any bankruptcy or insolvency proceeding, or the Assigned Agreement is terminated for any reason other than a Default which could have been cured by Security Agent as provided in Section (d), GE shall, at the option of Security Agent exercised within sixty (60) days after such rejection or termination, enter into a new agreement with Security Agent having identical terms as the Assigned Agreement (subject to any conforming changes necessitated by the passage of time, substitution of parties and other changes as the parties may mutually agree, the “Replacement Agreement”); provided that the term under the Replacement Agreement shall be no longer than the remaining balance of the term specified in the Assigned Agreement.  Security Agent shall have the right to assign all of its interest in the Replacement Agreement to any Person, provided such assignee assumes in writing all obligations of Security Agent under the Replacement Agreement.  Upon such assignment, Security Agent (including its agents and employees) shall be released from any further liability thereunder to the extent of its interest under the Replacement Agreement.

6.No Liability.  GE acknowledges and agrees that Security Agent (nor any successor(s), assignee(s), designee(s) other representative of Security Agent) shall have any liability or obligation under the Assigned Agreement as a result of exercising its rights under this Consent, the Security Agreement or the Financing Agreement, nor shall Security Agent (nor any successor(s), assignee(s), designee(s) or other representative of Security Agent), be obligated or required to perform any of Assignor’s obligations under the Assigned Agreement or to take any action to collect or enforce any claim for payment assigned under the Financing Agreement, except during any period in which such Person has elected to become a Subsequent Transferee pursuant to Section (c) or counterparty to a Replacement Agreement pursuant to Section (e), in which case such Subsequent Transferee shall assume all of Assignor’s rights and obligations under the Assigned Agreement in accordance with Section (c), or, if such Person is a counterparty to a Replacement Agreement, shall cure any Defaults for failure to pay amounts owed under the Assigned Agreement but shall not otherwise be required to perform or be subject to any defenses or offsets by reason of any of Assignor’s other obligations under the Assigned Agreement that were unperformed at such time unless expressly agreed to in writing by such counterparty.  Notwithstanding anything to the contrary herein, the sole recourse of GE in seeking the enforcement of any obligations under this Consent, the Assigned Agreement or a Replacement Agreement shall be to any such Subsequent Transferee’s or Replacement Agreement counterparty’s right, title and interest in the Turbines.

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7.Representations and Warranties.  GE hereby represents and warrants to Assignor and Security Agent, as of the date of this Consent that:

(a)GE is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to execute, deliver and perform its obligations under the Assigned Agreement and this Consent;

(b)The execution, delivery and performance by GE of the Assigned Agreement and this Consent have been duly authorized by all necessary corporate action, and do not and will not require any further consents or approvals which have not been obtained, or violate any provision of any law, regulation, order, judgment, injunction or similar matters or breach any agreement presently in effect with respect to or binding on GE;

(c)All government approvals necessary for the execution, delivery and performance by GE of its obligations under the Assigned Agreement have been obtained and are in full force and effect, except those governmental approvals routinely obtained during the ordinary course of business;

(d)This Consent and the Assigned Agreement are legal, valid and binding obligations of GE enforceable against GE in accordance with their respective terms except as may be limited by bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights in general and except to the extent that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought;

(e)The Assigned Agreement is in full force and effect and has not been amended, supplemented or modified since the date of execution of the Assigned Agreement;

(f)To the best of GE’s knowledge, Assignor has fulfilled all of its obligations under the Assigned Agreement, and there are no breaches, Defaults or unsatisfied conditions presently existing (or which would exist after the passage of time and/or giving of notice) that would allow GE to terminate the Assigned Agreement;

(g)There are no disputes or legal proceedings between GE and Assignor;

(h)The representations and warranties of GE contained in the Assigned Agreement are true and correct on the date hereof; and

(i)Except pursuant to this Consent and except as expressly provided in the Assigned Agreement, GE has not consented to any pledge, assignment or other transfer of any interest in the Assigned Agreement.

8.Covenants.  Security Agent shall promptly provide to GE copies of any notices of default issued by it to Assignor under the Financing Agreement; provided, however, that any failure by Security Agent to provide any such notice in a timely manner shall not affect its substantive rights under this Consent.

9.Notices.  Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

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If to GE:	General Electric Company
	One River Road
	Schenectady, New York 12345
	Attention: Dylan Davis
	Fax:	(518) 385-7850
	Attention: Scott Stalica
	Fax:	(518) 385-5128
If to Security Agent:	BNP PARIBAS
	787 Seventh Avenue
	New York, NY 10019
	Attention:		Project Finance & Utilities
	Telephone:		(212) 841-2000
	Facsimile:		(212) 841-2146
If to Assignor:	Evergreen Wind Power V, LLC
	c/o First Wind Energy, LLC
	179 Lincoln Street Suite 500
	Boston MA 02111
	Attention: General Counsel
	Fax:	(617) 960-2889

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telegram, or by telecopy confirmed by telephone.  Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is transmitted if transmitted before 4 p.m., recipient’s time, and if transmitted after that time, on the next following Business Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender.  Any party shall have the right to change its address

8

for notice hereunder by giving of thirty (30) days’ written notice to the other parties in the manner set forth herein above.

10.           Binding Effect; Amendments.  This Consent shall be binding upon and benefit GE, Assignor, Security Agent and the Lenders and their respective successors, transferees and permitted assigns.  GE agrees to confirm such continuing obligation in writing upon the reasonable request of Assignor, Security Agent, the Lenders or any of their respective successors, transferees or permitted assigns.  No termination, amendment, variation or waiver of any provisions of this Consent shall be effective unless in writing and signed by GE, Security Agent, and Assignor; provided that all rights and obligations of Security Agent and the Lenders hereunder shall terminate upon payment in full of the obligations of Assignor under the Security Agreement without the requirement for any such writing.

11.           Governing Law.  This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law).  GE, ASSIGNOR AND SECURITY AGENT HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.           Severability.  Any provision of this Consent which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13.           Counterparts.  This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement.

14.           Interpretation.  All references in this Consent to any document, instrument or agreement (a) shall include all contract variations, change orders, exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or

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executed in replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the undersigned by its officer thereunto duly authorized, has duly executed this CONSENT AND AGREEMENT as of the date first above written.

GENERAL ELECTRIC COMPANY,
a New York corporation
	By:
	Name:
	Title:

Accepted and agreed:

BNP PARIBAS,

as Security Agent

By:

Name:

Title:

By:

Name:

Title:

Accepted and agreed:

EVERGREEN WIND POWER V, LLC,

a Delaware limited liability company

By:

Name: Evelyn Lim

Title: Secretary

Exhibit F-8

1

EXHIBIT F-9

to Financing Agreement

[Reserved]

Exhibit F-9

EXHIBIT F-10

to Financing Agreement

FORM OF CONSENT OF OPERATOR

(See Tab      )

Exhibit F-10

1

CONSENT AND AGREEMENT

This CONSENT AND AGREEMENT, dated as of December 22, 2009 (this “Consent”), is entered into by and among FIRST WIND O&M, LLC, a limited liability company organized and existing under the laws of the state of Delaware (together with its permitted successors and assigns, “Contracting Party”), EVERGREEN WIND POWER V, LLC, a Delaware limited liability company (“Assignor”), and BNP PARIBAS, as Security Agent (“Agent”) for the Secured Parties (as defined in the Financing Agreement).

RECITALS

A.            In order to finance the operation of a 57 MW wind energy project and a 25.5 MW wind energy project located in Washington County, Maine (collectively, or individually, as the case may be, the “Project”), Stetson Holdings, LLC has entered into that certain Financing Agreement dated as of December 22, 2009 with BNP Paribas, as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Issuing Bank and Security Agent for the Secured Parties, and HSH Nordbank AG, New York Branch, as Joint Lead Arranger, Joint Bookrunner, and Co-Syndication Agent and certain lenders (“Lenders”) party thereto (the “Financing Agreement”).  In connection with the Financing Agreement, Assignor, Stetson Holdings, LLC and Agent have entered into a Guaranty and Security Agreement (the “Security Agreement”), under which Assignor has agreed to assign its interest under the Assigned Agreement (as defined below) to Agent as collateral for certain secured obligations under the Financing Agreement.

B.            Contracting Party and Assignor have entered into that certain Project O&M Agreement, dated as of November 17, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Assigned Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree, notwithstanding anything in the Assigned Agreement to the contrary, as follows:

II.ASSIGNMENT AND AGREEMENT

A.            Consent to Assignment.

Contracting Party consents to the collateral assignment under the Security Agreement of all of Assignor’s right, title and interest in, to and under the Assigned Agreement (collectively, the “Assigned Interest”).  Contracting Party acknowledges the right of Agent, in the exercise of Agent’s rights and remedies pursuant to the Security Agreement, to make all demands, give all notices, take all actions and exercise all rights of Assignor under the Assigned Agreement.

Consent to Collateral Assignment (EWP Project O&M Agreement)

Stetson

B.            Subsequent Owner.

1.             Contracting Party agrees that, if Agent notifies Contracting Party in writing that, pursuant to the Security Agreement, it has assigned, foreclosed or sold the Assigned Interests, then (i) Agent or its successor, assignee and/or designee (a “Subsequent Owner”) shall be substituted for Assignor under the Assigned Agreement and (ii) Contracting Party shall (1) recognize Agent or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of Agent or the Subsequent Owner, as the case may be; provided that Agent or such Subsequent Owner, as the case may be, has assumed in writing all of Assignor’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement.

2.             Without limiting anything herein, the warranties provided by Contracting Party under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that Agent or a Subsequent Owner succeeds to Assignor’s right, title and interest in the Assigned Agreement.

C.            Right to Cure.

If Assignor defaults in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Contracting Party to terminate or suspend its performance under the Assigned Agreement (each hereinafter a “Default”), Contracting Party shall not terminate or suspend its performance under the Assigned Agreement until it first gives written notice of such Default to Agent and affords Agent a period of at least 30 days (this 30 day period, for the avoidance of doubt, being in addition to any cure period granted to Assignor to cure such Default under the Assigned Agreement) or if such Default is a nonmonetary default, a period of 60 days (this 60 day period, for the avoidance of doubt, being in addition to any cure period granted to Assignor to cure such Default under the Assigned Agreement) from receipt of such notice to cure such Default.

D.            Delivery of Notices.

Contracting Party shall deliver notice to Agent when there is a Default by Assignor under the Assigned Agreement.

E.             Termination.

In the event that the Assigned Agreement is terminated by rejection, or otherwise, during a case in which Assignor is the debtor under Title 11, United States Code, or other similar federal or state statute, then, in the event that Agent or its nominee or designee has commenced foreclosure proceedings on the assets of Assignor, Contracting Party shall, at the option of Agent and so long as all existing payment defaults by Assignor under the Assigned Agreement are cured by Agent or its nominee or designee, enter into a new agreement with Agent or (at the

direction of Agent) its nominee or designee having terms substantially identical to the Assigned Agreement, pursuant to which Agent or its nominee or designee shall have all of the rights and obligations of Assignor under the Assigned Agreement.

III.REPRESENTATIONS AND WARRANTIES

Each of Contracting Party, Assignor and Agent hereby represents and warrants as of the date hereof that it is duly organized, validly existing, and in good standing under the laws of the commonwealth or state of its organization and is qualified and in good standing in each other jurisdiction where the failure to so qualify would have a material adverse effect upon its business or financial condition, and it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Consent.

IV.MISCELLANEOUS

A.            Notices.

Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to Contracting Party:	If to Assignor:
First Wind O&M, LLC	Evergreen Wind Power V, LLC
c/o First Wind Energy, LLC	c/o First Wind Energy, LLC
179 Lincoln Street, Suite 500	179 Lincoln Street, Suite 500
Boston, Massachusetts 02111	Boston, Massachusetts 02111
Facsimile: (617) 960-2889	Facsimile: (617) 960-2889
Attention: Secretary	Attention: Secretary
If to Agent:
BNP Paribas
787 Seventh Avenue
New York, New York 10019
Facsimile: (212) 841-2146
Attention: Project Finance & Utilities

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service (including Federal Express, UPS, DHL and other similar overnight delivery services), (c) in the event overnight delivery services are not readily available, if mailed by first class United States Mail, postage prepaid, registered or certified with return receipt requested, (d) if sent by prepaid telegram or by facsimile or (e) if sent by other electronic means (including electronic mail) confirmed by facsimile or telephone.  Any party may change its address for notice hereunder by giving of 30 days’ notice to the other parties in the manner set forth herein.

B.            Counterparts.

This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

C.            Amendment, Waiver.

Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by Contracting Party and Agent.

D.            Successors and Assigns.

This Consent shall bind and benefit Contracting Party, Agent, and their respective successors and assigns.

E.             Further Assurances.

Contracting Party will, upon the reasonable written request of Collateral Agent, execute and deliver such further documents and do such other acts and things necessary to effectuate the purposes of this Consent.

F.             Governing Law.

This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law).

[signatures on the following pages]

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Consent and Agreement to be duly executed and delivered as of the date first above written.

FIRST WIND O&M, LLC,
a Delaware limited liability company, as Contracting Party
By:
Name:	Elizabeth Weir
Title:	Assistant Secretary

EVERGREEN WIND POWER V, LLC,
a Delaware limited liability company, as Assignor
By:
Name:	Evelyn Lim
Title:	Secretary

Accepted and Agreed to
BNP PARIBAS,
as Agent
By:
Name:
Title:
By:
	Name:
	Title:

EXHIBIT F-11

to Financing Agreement

FORM OF SHARED FACILITIES CONSENT

(See Tab      )

Exhibit F-11

1

This CONSENT AND AGREEMENT, dated as of December 22, 2009 (this “Consent”), is entered into by and among EVERGREEN WIND POWER V, LLC (“EWP V”), a Delaware limited liability company and STETSON WIND II, LLC (“SW II”), a Delaware limited liability company, and BNP PARIBAS, as Security Agent (“Agent”) for the Secured Parties (as defined in the Financing Agreement).

RECITALS

A.            In order to finance the operation of a 57 MW wind energy project and a 25.5 MW wind energy project located in Washington County, Maine (collectively, or individually, as the case may be, the “Project”), Stetson Holdings, LLC has entered into that certain Financing Agreement dated as of December 22, 2009 with BNP Paribas, as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Issuing Bank and Security Agent for the Secured Parties, and HSH Nordbank AG, New York Branch, as Joint Lead Arranger, Joint Bookrunner, and Co-Syndication Agent and certain lenders (“Lenders”) party thereto (the “Financing Agreement”).  Each of EWP V and SW II and Agent have also entered into a guaranty and security agreement in connection with the Financing Agreement (each, a “Guaranty and Security Agreement”; and collectively, the “Guaranty and Security Agreements”)), under which each of EWP V and SW II has agreed to assign its interest (each, in such capacity, an “Assignor”) under the Assigned Agreement (as defined below) to Agent as collateral for certain secured obligations under the Financing Agreement.

B.            EWP V and SW II (each, in such capacity, a “Contracting Party”) have entered into that certain Shared Facilities Agreement, dated as of December 22, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Assigned Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree, notwithstanding anything in the Assigned Agreement to the contrary, as follows:

I.ASSIGNMENT AND AGREEMENT.

A.            Consent to Assignment.

1.             EWP V consents to the collateral assignment under the Guaranty and Security Agreement of all of SW II’s right, title and interest in, to and under the Assigned Agreement (collectively, the “Assigned Interests”).  EWP V acknowledges the right of Agent, in the exercise of Agent’s rights and remedies pursuant to the Guaranty and Security Agreement, to make all demands, give all notices, take all actions and exercise all rights of SW II under the Assigned Agreement.

2.             SW II consents to the collateral assignment under the Guaranty and Security Agreement of all of EWP V’s right, title and interest in, to and under the Assigned Agreement (collectively, the “Assigned Interests”).  SW II acknowledges the right of Agent, in the exercise

Consent to Collateral Assignment (Shared Facilities Agreement)

Stetson Financing

of Agent’s rights and remedies pursuant to the Guaranty and Security Agreement, to make all demands, give all notices, take all actions and exercise all rights of EWP V under the Assigned Agreement.

B.            Subsequent Owner.

1.             Each Contracting Party agrees that, if Agent notifies such Contracting Party in writing that, pursuant to the Guaranty and Security Agreements, it has assigned, foreclosed or sold the Assigned Interests, then (i) Agent or its successor, assignee and/or designee (a “Subsequent Owner”) shall be substituted for such Assignor under the Assigned Agreement and (ii) such Contracting Party shall (1) recognize Agent or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of Agent or the Subsequent Owner, as the case may be; provided that Agent or such Subsequent Owner, as the case may be, has assumed in writing all of such Assignor’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement.

2.             Without limiting anything herein, the warranties provided by such Contracting Party under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that Agent or a Subsequent Owner succeeds to such Assignor’s right, title and interest in the Assigned Agreement.

C.            Right to Cure.  If any Assignor defaults in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable such Contracting Party to terminate or suspend its performance under the Assigned Agreement (each hereinafter a “Default”), such Contracting Party shall not terminate or suspend its performance under the Assigned Agreement until it first gives written notice of such Default to Agent and affords Agent a period of at least 30 days (this 30 day period, for the avoidance of doubt, being in addition to any cure period granted to such Assignor to cure such Default under the Assigned Agreement) or if such Default is a nonmonetary default, a period of 60 days (this 60 day period, for the avoidance of doubt, being in addition to any cure period granted to such Assignor to cure such Default under the Assigned Agreement) from receipt of such notice to cure such Default.

D.            Delivery of Notices.  Each Contracting Party shall deliver notice to Agent when there is a Default by any Assignor under the Assigned Agreement.

E.             Termination.  In the event that the Assigned Agreement is terminated by rejection, or otherwise, during a case in which any Assignor is the debtor under Title 11, United States Code, or other similar federal or state statute, then, in the event that Agent or its nominee or designee has commenced foreclosure proceedings on the assets of such Assignor, such Contracting Party shall, at the option of Agent and so long as all existing payment defaults by such Assignor under the Assigned Agreement are cured by Agent or its nominee or designee,

enter into a new agreement with Agent or (at the direction of Agent) its nominee or designee having terms substantially identical to the Assigned Agreement, pursuant to which Agent or its nominee or designee shall have all of the rights and obligations of such Assignor under the Assigned Agreement.

II.REPRESENTATIONS AND WARRANTIES

Each Contracting Party, each Assignor and Agent hereby represents and warrants as of the date hereof that it is duly organized, validly existing, and in good standing under the laws of the commonwealth or state of its organization and is qualified and in good standing in each other jurisdiction where the failure to so qualify would have a material adverse effect upon its business or financial condition, and it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Consent.

III.MISCELLANEOUS.

A.            Notices.  Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to Contracting Parties:	If to Assignors:
Evergreen Wind Power V, LLC	Evergreen Wind Power V, LLC
Stetson Wind II, LLC	Stetson Wind II, LLC
c/o First Wind Energy, LLC	c/o First Wind Energy, LLC
179 Lincoln Street, Suite 500	179 Lincoln Street, Suite 500
Boston, Massachusetts 02111	Boston, Massachusetts 02111
Facsimile: (617) 960-2889	Facsimile: (617) 960-2889
Attention: Secretary	Attention: Secretary
If to Agent:
BNP Paribas
787 Seventh Avenue
New York, New York 10019
Facsimile: (212) 841-2146
Attention: Project Finance & Utilities

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service (including Federal Express, UPS, DHL and other similar overnight delivery services), (c) in the event overnight delivery services are not readily available, if mailed by first class United States Mail, postage prepaid, registered or certified with return receipt requested, (d) if sent by prepaid telegram or by facsimile or (e) if sent by other electronic means (including electronic mail) confirmed by facsimile or telephone.  Any party may change its address for notice hereunder by giving of 30 days’ notice to the other parties in the manner set forth herein.

B.            Counterparts.  This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

C.            Amendment, Waiver.  Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by each Contracting Party and Agent.

D.            Successors and Assigns.  This Consent shall bind and benefit each Contracting Party, Agent, and their respective successors and assigns.

E.             Further Assurances.  Each Contracting Party will, upon the reasonable written request of Collateral Agent, execute and deliver such further documents and do such other acts and things necessary to effectuate the purposes of this Consent.

F.             Governing Law.  This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law).

[signatures on the following pages]

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Consent and Agreement to be duly executed and delivered as of the date first above written.

EVERGREEN WIND POWER V, LLC, a
Delaware limited liability company, as an Assignor and a Contracting Party
By:
	Name: Evelyn Lim
	Title: Secretary
STETSON WIND II, LLC, a Delaware limited liability company, as an Assignor and a Contracting Party
By:
	Name:  Elizabeth Weir
	Title:    Assistant Secretary

Accepted and Agreed to
BNP PARIBAS, as Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT F-12

to Financing Agreement

FORM OF PROJECT ADMINISTRATION AGREEMENT CONSENT

(See Tab      )

Exhibit F-12

2

CONSENT AND AGREEMENT

This CONSENT AND AGREEMENT, dated as of December 22, 2009 (this “Consent”), is entered into by and among FIRST WIND ENERGY, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Contracting Party”), EVERGREEN WIND POWER V, LLC, a Delaware limited liability company (“Assignor”), and BNP PARIBAS, as Security Agent (“Agent”) for the Secured Parties (as defined in the Financing Agreement).

RECITALS

A.            In order to finance the operation of a 57 MW wind energy project and a 25.5 MW wind energy project located in Washington County, Maine (collectively, or individually, as the case may be, the “Project”), Stetson Holdings, LLC has entered into that certain Financing Agreement dated as of December 22, 2009 with BNP Paribas, as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Issuing Bank and Security Agent for the Secured Parties, and HSH Nordbank AG, New York Branch, as Joint Lead Arranger, Joint Bookrunner, and Co-Syndication Agent and certain lenders (“Lenders”) party thereto (the “Financing Agreement”).  In connection with the Financing Agreement, Assignor, Stetson Holdings, LLC and Agent have entered into a Guaranty and Security Agreement (the “Security Agreement”), under which Assignor has agreed to assign its interest under the Assigned Agreement (as defined below) to Agent as collateral for certain secured obligations under the Financing Agreement.

B.            Contracting Party and Assignor have entered into that certain Management Services Agreement, dated as of July 17, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Assigned Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree, notwithstanding anything in the Assigned Agreement to the contrary, as follows:

I.              ASSIGNMENT AND AGREEMENT

A.            Consent to Assignment.

Contracting Party consents to the collateral assignment under the Security Agreement of all of Assignor’s right, title and interest in, to and under the Assigned Agreement (collectively, the “Assigned Interests”).  Contracting Party acknowledges the right of Agent, in the exercise of Agent’s rights and remedies pursuant to the Security Agreement, to make all demands, give all notices, take all actions and exercise all rights of Assignor under the Assigned Agreement.

Consent to Collateral Assignment (EWP Project Administration Agreement)

Stetson Financing

B.            Subsequent Owner.

1.             Contracting Party agrees that, if Agent notifies Contracting Party in writing that, pursuant to the Security Agreement, it has assigned, foreclosed or sold the Assigned Interests, then (i) Agent or its successor, assignee and/or designee (a “Subsequent Owner”) shall be substituted for Assignor under the Assigned Agreement and (ii) Contracting Party shall (1) recognize Agent or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of Agent or the Subsequent Owner, as the case may be; provided that Agent or such Subsequent Owner, as the case may be, has assumed in writing all of Assignor’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement.

2.             Without limiting anything herein, the warranties provided by Contracting Party under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that Agent or a Subsequent Owner succeeds to Assignor’s right, title and interest in the Assigned Agreement.

C.            Right to Cure.

If Assignor defaults in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Contracting Party to terminate or suspend its performance under the Assigned Agreement (each hereinafter a “Default”), Contracting Party shall not terminate or suspend its performance under the Assigned Agreement until it first gives written notice of such Default to Agent and affords Agent a period of at least 30 days (this 30 day period, for the avoidance of doubt, being in addition to any cure period granted to Assignor to cure such Default under the Assigned Agreement) or if such Default is a nonmonetary default, a period of 60 days (this 60 day period, for the avoidance of doubt, being in addition to any cure period granted to Assignor to cure such Default under the Assigned Agreement) from receipt of such notice to cure such Default.

D.            Delivery of Notices.

Contracting Party shall deliver notice to Agent when there is a Default by Assignor under the Assigned Agreement.

E.             Termination.

In the event that the Assigned Agreement is terminated by rejection, or otherwise, during a case in which Assignor is the debtor under Title 11, United States Code, or other similar federal or state statute, then Assignor, Contracting Party shall, at the option of Agent and so long as all existing payment defaults by Assignor under the Assigned Agreement are cured by Agent or its nominee or designee, enter into a new agreement with Agent or (at the direction of Agent) its nominee or designee having terms substantially identical to the Assigned Agreement,

2

pursuant to which Agent or its nominee or designee shall have all of the rights and obligations of Assignor under the Assigned Agreement.

II.            REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS

1.             Each of Contracting Party, Assignor and Agent hereby represents and warrants as of the date hereof that it is duly organized, validly existing, and in good standing under the laws of the commonwealth or state of its organization and is qualified and in good standing in each other jurisdiction where the failure to so qualify would have a material adverse effect upon its business or financial condition, and it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Consent.

2.             Further, Contracting Party hereby represents and warrants, as of the date hereof, that (a) to Contracting Party’s knowledge, Assignor has fulfilled all of its material obligations under the Assigned Agreement, and there are no breaches, defaults or unsatisfied conditions presently existing (or which would exist after the passage of time and/or giving of notice) that would allow Contracting Party to terminate the Assigned Agreement and (b) Contracting Party has not filed or threatened any legal proceedings or claims against Assignor.

3.             Further, Contracting Party hereby represents and warrants that it has received a copy of the Financing Agreement and acknowledges the limitations imposed therein with respect to the performance of its obligations under the Assigned Agreement.  Each of the Contracting Party and the Assignor hereby acknowledge and agree that the Contracting Party will perform its obligations under the Assigned Agreement in accordance with the restrictions set forth in the Financing Agreement.

III.           PAYMENTS UNDER THE ASSIGNED AGREEMENT

Contracting Party shall pay all amounts (if any) payable by it under the Assigned Agreement to Assignor in the manner and as and when required by the Assigned Agreement directly into the account specified from time to time by Agent to Contracting Party in writing.  Notwithstanding the foregoing, if any entity or person has become a Subsequent Owner pursuant to the terms hereof, then Contracting Party shall pay all such amounts directly to an account designated by Subsequent Owner.

3

IV.           MISCELLANEOUS

A.            Notices.

Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to Contracting Party: First Wind Energy, LLC
179 Lincoln Street, Suite 500
Boston, Massachusetts 02111
Facsimile: (617) 960-2889
Attention: Secretary

If to Assignor: Evergreen Wind Power V, LLC
c/o First Wind Energy, LLC
179 Lincoln Street, Suite 500
Boston, Massachusetts 02111
Facsimile: (617) 960-2889
Attention: Secretary

If to Agent:

BNP Paribas

787 Seventh Avenue

New York, NY  10019

Telephone:  (212) 841-2000

Facsimile:   (212) 841-2146

Attention:   Project Finance & Utilities

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service (including Federal Express, UPS, DHL and other similar overnight delivery services), (c) in the event overnight delivery services are not readily available, if mailed by first class United States Mail, postage prepaid, registered or certified with return receipt requested, (d) if sent by prepaid telegram or by facsimile or (e) if sent by other electronic means (including electronic mail) confirmed by facsimile or telephone.  Any party may change its address for notice hereunder by giving of 30 days’ notice to the other parties in the manner set forth herein.

B.            Counterparts.

This Consent may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

C.            Amendment, Waiver.

Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by Contracting Party and Agent.

4

D.            Successors and Assigns.

This Consent shall bind and benefit Contracting Party, Agent, and their respective successors and assigns.

E.             Further Assurances.

Contracting Party will, upon the reasonable written request of Agent, execute and deliver such further documents and do such other acts and things necessary to effectuate the purposes of this Consent.

F.             Governing Law.

This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

[Signature pages follow]

5

IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Consent and Agreement to be duly executed and delivered as of the date first above written.

FIRST WIND ENERGY, LLC,
a Delaware limited liability company,
as Contracting Party
By:
	Name:	Elizabeth Weir
	Title:	Assistant Secretary

EVERGREEN WIND POWER V, LLC,
a Delaware limited liability company
By:
	Name:	Evelyn Lim
	Title:	Secretary

Accepted and Agreed to:
BNP PARIBAS, as Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT G-1

to Financing Agreement

FORM OF BORROWER’S CLOSING CERTIFICATE

Stetson Holdings, LLC

OFFICER’S CERTIFICATE

December       , 2009

THIS OFFICER’S CERTIFICATE is delivered pursuant to the terms of that certain Financing Agreement, dated as of December       , 2009 (as amended, modified or supplemented from time to time, the “Financing Agreement”), by and among Stetson Holdings, LLC, (“Borrower”), BNP Paribas, as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Issuing Bank and Security Agent for the Secured Parties, and HSH Nordbank AG, New York Branch, as Joint Lead Arranger, Joint Bookrunner, and Co-Syndication Agent and certain lenders party thereto.  Capitalized terms defined in the Financing Agreement, used herein and not otherwise defined herein, shall have the meanings given to them in the Financing Agreement.

The undersigned, being the duly authorized officer of the Borrower, DOES HEREBY CERTIFY, in the name and on behalf of the Borrower, both immediately prior to the making of the Loans under the Financing Agreement with respect to the Project and also after giving effect thereto, and to the intended use of, that Loans:

1.In accordance with Section 5.1 (b) of the Financing Agreement, that each representation and warranty set forth in Article 6 of the Financing Agreement is true and correct in all material respects as of the date hereof (unless such representation or warranty relates solely to an earlier date, in which case it is true and correct in all material respects as of such earlier date).

2.In accordance with Section 5.1(c) of the Financing Agreement, that no Event of Default or Inchoate Default with respect to any Affiliated Participant has occurred and is continuing as of the date hereof, and to the knowledge of Borrower, no Inchoate Default with respect to any Major Project Participant that is not an Affiliated Participant has occurred and is continuing as of the date hereof.

3.In accordance with Section 5.1(l) of the Financing Agreement, that each Financing Document, Material Project Document and Applicable Permit is in full force and effect in accordance with its terms and, to the knowledge of Borrower, no material defaults have occurred thereunder.

Exhibit G-1

1

4.In accordance with Section 5.1(w) of the Financing Agreement, that Insurance complying with Section 7.20 of the Financing Agreement is in full force and effect as of the date hereof and attached hereto is a list identifying underwriters, type of insurance, insurance limits and policy terms, and listing the special provisions required as set forth in Section 7.20 of the Financing Agreement.  All premiums due thereon have been paid and, in my opinion, such insurance complies with Section 7.20 of the Financing Agreement.

5.In accordance with Section 5.1(x) of the Financing Agreement, that all Applicable Permits listed on Exhibit H-2B to the Financing Agreement have been obtained and are in full force and effect and are not subject to appeal, further procedures or any unsatisfied conditions, except as provided in Exhibit H-2B, that may allow material modification or revocation.

6.In accordance with Section 5.1(z) of the Financing Agreement, that no action, suit, proceeding or investigation has been instituted, or to the knowledge of Borrower, threatened, nor has any rule, regulation, order, judgment or decree have been issued or proposed to be issued by any Governmental Authority that, solely as a result of the ownership or operation of the Project, the generation or sale of electricity therefrom or the entering into of any Operative Document or any transaction contemplated thereby, would cause or deem (i) Administrative Agent, Issuing Bank, Security Agent, or the Lenders or any Affiliate of any of them to be subject to, or not exempted from, regulation under PUHCA, any financial, organizational or rate regulation as a “public utility” or “electric utility” or terms of similar effect under Maine law, or under any other state laws and regulations respecting the rates or the financial or organizational regulation of electric utilities; or (ii) Borrower, any Project Company or the Member to be subject to, or not exempted from, regulation (A) under any financial, organizational or rate regulation as a “public utility” or “electric utility” or terms of similar effect under Maine law, (B) under any other state laws and regulations respecting the rates or the financial or organizational regulation of electric utilities except, with respect to the Member, any such state laws or regulations that could not be reasonably expected to have a Material Adverse Effect, and (C) under PUHCA, other than (x) compliance with Section 1265 of PUHCA required with respect to Borrower, any Project Company or the Member; and (y) regulation under PUHCA with respect to any Affiliate of Borrower (including Member and the Project Companies) if such regulation could not be reasonably expected to have a Material Adverse Effect.

7.In accordance with Section 5.1(gg) of the Financing Agreement, that (i) each Project Company is an “exempt wholesale generator” and has previously delivered to Administrative Agent a copy of (A) in respect of the Stetson I Project, the FERC notice Acknowledging Effectiveness of Borrower’s Exempt Wholesale Generator Status, dated May 27, 2009; and  the FERC Order Granting Market-Based Rate Authority to Borrower, dated January 15, 2009, and (B) in respect of the Stetson II Project, a copy of the Notice of Self-Certification of Exempt Wholesale Generator Status with respect to Stetson Wind II, LLC,

Exhibit G-1

2

properly filed with FERC and any responsive orders issued by FERC or the FERC staff, acting under delegated authority, copies of all applications for market-based rate authorization with respect to Stetson Wind II, LLC, properly filed with FERC pursuant to Section 205 of the FPA, and any responsive orders issued by FERC, or the FERC staff acting under delegated authority, granting such authorizations.

8.In accordance with Section 5.1(ii) of the Financing Agreement, that the output of the Projects have qualified for RECs.

9.In accordance with Section 5.1(mm), all work that has been performed as of the date hereof at the Stetson II Project requiring inspection by any Governmental Authorities having jurisdiction has been duly inspected and approved by such authorities and all certificates or notices required to be issued in connection therewith have been issued by such Governmental Authorities, all parties performing such work have been paid for such work and no mechanics’ or materialmen’s liens or applications therefore have been filed, and either lien waivers have been obtained or all applicable filing periods for such mechanic’s and/or materialmen’s liens have expired.

[SIGNATURE PAGE FOLLOWS]

Exhibit G-1

3

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer’s Certificate as of the date first written above.

STETSON HOLDINGS, LLC,
a Delaware limited liability company
By:
Name:	Evelyn Lim
Title:	Secretary

Exhibit G-1

4

EXHIBIT G-2

to Financing Agreement

FORM OF INSURANCE CONSULTANT CERTIFICATE

(See Tab      )

Exhibit G-2

1

INSURANCE CONSULTANT CERTIFICATE

Dated as of December       , 2009

BNP Paribas

as Administrative Agent

The Equitable Tower

787 Seventh Avenue

New York, NY 10019

Ladies and Gentlemen:

The undersigned, a duly authorized representative of Moore-McNeil, LLC as insurance consultant (“Insurance Consultant”) under the Financing Agreement (as defined below), hereby provides this letter with respect to the Project (as defined below) in accordance with Section 5.1(n) of the Financing Agreement, dated as of December     , 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), the financial institutions from time to time parties thereto (the “Lenders”), BNP Paribas (“BNPP”) , as a Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders (the “Administrative Agent “), Security Agent for the Secured Parties (the “Security Agent”), and as Issuing Bank, and HSH Nordbank AG, New York Branch (“HSHN”), as a Joint Lead Arranger, Joint Bookrunner, and Co-syndication Agent.

Insurance Consultant acknowledges that pursuant to the Financing Agreement, (i) BNPP in its capacity as a Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, (ii) HSHN, in its capacity as a Joint Lead Arranger, Joint Bookrunner, and Co-syndication Agent, and (iii) the Lenders party to the Financing Agreement will be relying on this certificate and the Insurance Consultant’s report, dated as of                                 , 2009 and attached hereto as Exhibit A.  Insurance Consultant has reviewed Section 7.20 of the Financing Agreement and is familiar with the insurance requirements stated therein.  It is the Insurance Consultant’s opinion that the types and amounts of insurance required by Section 7.20 of the Financing Agreement are reasonable and adequate for a project of the size and scope of the approximately 57 megawatt nameplate capacity wind generation project and the approximately 25 megawatt nameplate capacity generation project located in Penobscot and Washington Counties, Maine, as more particularly described in the Financing Agreement (collectively, and individually, as the case may be, the “Project”).

Attached hereto as Schedule A is a true, correct and complete list of the insurance coverages which have been obtained in connection with the Project.  Upon delivery of the original certificates of insurance to Administrative Agent, copies of which are attached to Schedule A, Borrower will have provided satisfactory evidence of compliance with the provisions of Section 7.20 of the Financing Agreement.

Exhibit G-2

It is the Insurance Consultant’s opinion that (i) all required insurance policies are in full force and effect, are not subject to cancellation without prior thirty (30) days’ notice and otherwise conform with the requirements set forth in the Financing Documents and the Material Project Documents reviewed and summarized within the Insurance Consultant’s report and (ii) since the date of the aforementioned Insurance Consultant’s report, nothing (outside of the information contained in any updated or supplemental reports attached thereto) has come to Insurance Consultant’s attention which would cause it to change its report.

Respectfully submitted,

MOORE-MCNEIL, LLC

By:

Name: 

Title:

Exhibit G-2

EXHIBIT A

Insurance Consultant’s Report

(SEE ATTACHED)

Exhibit G-2

Schedule A

Certificates of Insurance

(SEE ATTACHED)

Exhibit G-2

EXHIBIT G-3

to Financing Agreement

FORM OF ENVIRONMENTAL CONSULTANT’S CERTIFICATE

(See Tab      )

December       , 2009

BNP Paribas

as Administrative Agent

The Equitable Tower

787 Seventh Avenue

New York, NY 10019

Re:Phase I Environmental Assessment Stetson II, T8 R4 NBPP, Washington County, Maine, dated May 13, 2009 (the “Report”), prepared by Acadia Environmental Technology. (the “Consultant”).

Ladies and Gentlemen:

This reliance letter is provided pursuant to that certain Financing Agreement, dated as of December       , 2009, made by and among Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), the financial institutions from time to time parties thereto (the “Lenders”), BNP Paribas (“BNPP”) , as a Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders (the “Administrative Agent “), Security Agent for the Secured Parties (the “Security Agent”), and as Issuing Bank, and HSH Nordbank AG, New York Branch (“HSHN”), as a Joint Lead Arranger, Joint Bookrunner, and Co-syndication Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”).

The Consultant prepared the Report as of the date noted above.  Consultant hereby authorizes (i) BNPP in its capacity as a Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and as a Lender, and (ii) HSHN, in its capacity as a Joint Lead Arranger, Joint Bookrunner, and Co-syndication Agent, and as a Lender, to rely on the Report referenced in this letter.

[signature on the following page]

Sincerely,

Acadia Environmental Technology

By:  

Name:

Title:

Attachment A — Report

Exhibit G-3

1

ATTACHMENT A

Exhibit G-3

EXHIBIT G-4

to Financing Agreement

FORM OF INDEPENDENT ENGINEER’S CLOSING CERTIFICATE AND REPORT

(See Tab      )

INDEPENDENT ENGINEER’S CERTIFICATE AND REPORT

Dated as of December       , 2009

BNP Paribas,

as Administrative Agent

The Equitable Tower

787 Seventh Avenue

New York, NY 10019

Alberta Investment Management Company

PIP3PX FirstWind Debt Ltd.

PIP3GV FirstWind Debt Ltd.

340 Terrace Building, 9515 - 107 Street

Edmonton, AB  T5K 2C3 , Canada

Tel: 780.427.6468

Fax: 780.422.0257

Attn:      William McKenzie

Re: Stetson Wind Project

Ladies and Gentlemen:

The undersigned, a duly authorized representative of Garrad Hassan America, Inc., in its capacity as independent engineer (“Independent Engineer”) to the Administrative Agent (defined below), hereby provides this letter with respect to the Project (as defined below) in accordance with: (i) Section 5.1(p) of the Financing Agreement, dated as of December       , 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Stetson Financing Agreement”), by and among Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), the financial institutions from time to time parties thereto (the “Stetson Lenders”), BNP Paribas (“BNPP”), as a Joint Lead Arranger, Joint Bookrunner, Administrative Agent for the Lenders (the “Administrative Agent”), Security Agent for the Secured Parties, and as Issuing Bank, and HSH Nordbank AG, New York Branch (“HSHN”), as a Joint Lead Arranger, Joint Bookrunner, and Co-syndication Agent and (ii) Section 3.3(k) of the Amended and Restated Credit Agreement, dated as of December       , 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “AIMCO Credit Agreement”), by and among CSSW, LLC, CSSW Holdings, LLC, Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties, and the lenders from time to time party thereto (the “AIMCO Lenders”; and together with the Stetson Lenders, BNPP, HSHN, .and Wells Fargo, the “Financing Parties”)

Independent Engineer acknowledges that pursuant to the Stetson Financing Agreement, the Stetson Lenders will be providing financing to Borrower for the ownership and operation of the approximately 57 megawatt nameplate capacity wind generation project and the approximately 25.5 megawatt nameplate capacity wind generation project located in Penobscot and Washington

Counties, Maine (collectively, and individually, as the case may be, the “Project”), and, in so doing, will be relying on this certificate and the Independent Engineer reports attached hereto (collectively, the “Reports”).  Independent Engineer certifies to the Financing Parties (and their permitted successors and assigns) that: (1) attached hereto as Exhibits A and B are true, correct and complete copies of Independent Engineer’s Reports and such Reports represent Independent Engineer’s professional opinion with regard to the Project as of the dates thereof; and (2) since the date of the aforementioned Independent Engineer’s Reports, nothing has come to Independent Engineer’s attention which would cause it to change its Reports.

Consultant disclaims any obligation to update this letter after the date hereof.  This letter is not intended to be, and may not be, relied upon by any parties other than the Financing Parties.  The Financing Parties, each by its receipt of and reliance on this letter hereby agrees to the limitations on Consultant’s liability as set forth in Section 7 of the Framework Agreement, dated May 8, 2007.

[signature on the following page]

Sincerely,
GARRAD HASSAN AMERICA, INC.
By:
Name:	Eric Tufts
Title:	Senior Project Manager

EXHIBIT A

(SEE ATTACHED)

Exhibit G-4

1

EXHIBIT B

(SEE ATTACHED)

Exhibit F-4

2

EXHIBIT H-1

to Financing Agreement

[Reserved]

Exhibit H-1

1

EXHIBIT H-2A

to Financing Agreement

SCHEDULE OF BORROWER PERMIT EXCEPTIONS- ENVIRONMENTAL, PERMITTING, REAL PROPERTY, MAINE REGULATORY MATTERS AND FERC

Stetson I Project

None

Transmission Line

None

Stetson II Project

1.Minor Change Approval to Development Permit 4788 dated November 17, 2009, for changes to the portion of the Project located within the D-PD subdistrict subject to DP 4788.

Exhibit H-2A

1

EXHIBIT H-2B

to Financing Agreement

SCHEDULE OF APPLICABLE PERMITS- ENVIRONMENTAL, PERMITTING, REAL PROPERTY, MAINE REGULATORY MATTERS AND FERC

PART I

Stetson I Project Federal Aviation Administration Permits

1.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1979-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1979-OE

2.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1980-OE, April 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1980-OE

3.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1981-OE, April 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1981-OE

4.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1982-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1982-OE

5.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1983-OE, April 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1983-OE

6.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1984-OE, April 6, 2008

Exhibit H-2B

1

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1984-OE

7.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1985-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1985-OE

8.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1986-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1986-OE

9.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1987-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1987-OE

10.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1988-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1988-OE

11.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1989-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1989-OE

12.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1990-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-AEA-2544-OE

13.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1991-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1991-OE

14.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1992-OE, February 6, 2008

Exhibit H-2B

2

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1992-OE

15.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1993-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1993-OE

16.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1994-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1994-OE

17.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1995-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1995-OE

18.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1996-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1996-OE

19.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1997-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1997-OE

20.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1998-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1998-OE

21.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-1999-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-1999-OE

22.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2000-OE, February 6, 2008

Exhibit H-2B

3

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2000-OE

23.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2001-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2001-OE

24.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2002-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2002-OE

25.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2003-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2003-OE

26.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2004-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2004-OE

27.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2005-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2005-OE

28.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2006-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2006-OE

29.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2007-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2007-OE

30.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2008-OE, February 6, 2008

Exhibit H-2B

4

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2008-OE

31.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2009-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2009-OE

32.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2010-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2010-OE

33.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2011-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2011-OE

34.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2012-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No2007-ANE-2012-OE

35.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2013-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2013-OE

36.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2014-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2014-OE

37.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2015-OE, February 6, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2015-OE

38.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-2016-OE, February 6, 2008

Exhibit H-2B

5

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2007-ANE-2016-OE

39.Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-576-OE, April 30, 2007

40.Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-577-OE, April 30, 2007

41.Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-578-OE, April 30, 2007

42.Federal Aviation Administration Determination of No Hazard to Air Navigation 2007-ANE-579-OE, April 30, 2007

Stetson I Project FERC Permits

43.Federal Energy Regulatory Commission Notice in Docket No. EG09-24-000 Acknowledging Effectiveness of Borrower’s Exempt Wholesale Generator Status, Hay Canyon Wind LLC, et al., Notice in Docket Nos. EG09-19-000, et al. (May 27, 2009).

44.Order of the Federal Energy Regulatory Commission Granting the Application of Evergreen Wind Power V, LLC, for Order Accepting Initial Market-Based Rate Tariff, Waiving Regulations, and Granting Blanket Approvals, Unpublished Letter Order in Docket Nos. ER09-174-000 and ER09-174-001 (January 15, 2009).

Stetson I Project — Other Federal Permits

1.U.S. Army Corps of Engineers Permit, issued May 15, 2008 (appeal period runs May 15, 2013).

Stetson I Project — State of Maine Permits

1.Approved LURC Zoning Petition ZP 713 and Preliminary Development Plan, T8 R3 NBPP and T8 R4 NBPP, Washington County, issued November 7, 2007.

2.Approved LURC Final Development Plan Permit DP 4788, T8 R3 NBPP and T8 R4 NBPP, Washington County, issued January 2, 2008.

3.Approved LURC Amendment A to Final Development Plan Permit DP 4788, T8 R3 NBPP and T8 R4 NBPP, Washington County, issued March 11, 2008.

4.Correction to Final Development Plan Permit DP 4788, T8 R3 NBPP and T8 R4 NBPP, Washington County, issued July 22, 2008.

5.Maine Department of Environmental Protection Site Location of Development Act, Natural Resources Protection Act Permit and Water Quality Certificate, issued March 18, 2008.

Exhibit H-2B

6

6.LURC Staff clarified Condition #12A of the Final Development Plan Permit, dated May 22, 2008.

7.Notice of Intent to Comply with Maine Construction General Permit (LURC), dated December 13, 2007.

8.Notice of Intent to Comply with Maine Construction General Permit (DEP).

Exhibit H-2B

7

Stetson I Project — Municipal Permits

1.Town of Woodville Shoreland Zoning Permit, issued April 16, 2008.

2.Town of Chester Shoreland Zoning Permit, issued April 23, 2008.

3.Town of Mattawamkeag Shoreland Zoning Permit, issued April 25, 2008.

4.Town of Chester Flood Hazard Development Permit, issued October 20, 2008.

5.Town of Mattawamkeag Flood Hazard Development Permit, issued October 12, 2008.

Exhibit H-2B

8

GENERATOR LEAD PERMITS

1.Department of Environmental Protection Site Order dated March 18, 2008 and filed in the Penobscot County Registry of Deeds in Book 11345, Page 249.

2.Town of Chester Utility Location Permit for crossing the Pea Ridge Road.

3.Town of Mattawamkeag Utility Location Permit dated May 22, 2008 for crossing the River Road.

4.Town of Woodville Utility Location Permit dated May 12, 2008 for crossing the Butterfield Ridge Road and the River Road.

5.Carroll Plantation Utility Location Permit dated April 28, 2008 for crossing the North Road

6.State of Maine Utility Location Permits for multiple crossings all dated February 7, 2008 for Route 116, Chester, Route 2, Mattawamkeag, Route 169, Prentiss and two crossings of Route 170 Prentiss.

Exhibit H-2B

9

Stetson II Project Federal Aviation Administration Permits

1.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2009-WTE-1346-OE, April 9, 2009

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2009-WTE-1346-OE

2.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2009-WTE-1347-OE, April 9, 2009

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2009-WTE-1347-OE

3.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2009-WTE-1348-OE, April 9, 2009

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2009-WTE-1348-OE

4.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1385-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1385-OE

5.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1386-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1386-OE

6.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1387-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1387-OE

7.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1388-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1388-OE

8.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1389-OE, October 7, 2008

Exhibit H-2B

10

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1389-OE

9.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1390-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1390-OE

10.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1391-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1391-OE

11.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1392-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1392-OE

12.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1393-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1393-OE

13.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1394-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1394-OE

14.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1395-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1395-OE

15.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1396-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1396-OE

Exhibit H-2B

11

16.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1397-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1397-OE

17.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1398-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1398-OE

18.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1399-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1399-OE

19.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1400-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction or Alteration, Aeronautical Study No. 2008-WTE-1400-OE

20.(a)Federal Aviation Administration Determination of No Hazard to Air Navigation 2008-WTE-1401-OE, October 7, 2008

(b)Form 7460-2, Federal Aviation Administration Notice of Actual Construction orAlteration, Aeronautical Study No. 2008-WTE-1401-OE

Stetson II Project FERC Permits

1.Stetson Wind II’s Notice of Self-Certification as an Exempt Wholesale Generator, Notice in Docket No. EG10-13-000 (December 16, 2009).

2.Stetson Wind II’s Application for Order Accepting Initial Market-Based Tariff, Waiving Regulations, and Granting Blanket Approvals, Application in Docket No. ER10-426-000 (December 16, 2009).

Exhibit H-2B

12

Stetson II Project — State of Maine Permits

1.Approved LURC Stetson Wind II, LLC Development Permit DP 4818, T8 R4 NBPP, Washington County, issued March, 4, 2009.

2.Approved LURC Amendment B to Final Development Plan Permit DP 4788, T8 R4 NBPP, Washington County, issued March 6, 2009.

3.State of Maine, Department of Transportation, Special Opening Permit to Stetson Wind II, LLC for the construction of road widening for wind turbine transport.

4.Maine Department of Transportation, Driveway/Entrance Permit, Number 8924, issued March 9, 2009.

5.Maine Department of Transportation, Driveway/Entrance Permit, Number 8927, issued March 9, 2009.

6.Maine Department of Transportation, Driveway/Entrance Permit, Number 8958, issued April 15, 2009.

7.State of Maine, Department of Transportation, Highway Opening Permit No. R5-0809-029, issued March 25, 2009.

8.State of Maine, Department of Transportation, Location Permit, Permit Record Number 56861, issued March 25, 2009.

9.Approved LURC Stetson Wind II, LLC Development Permit DP 4786, T8 R4 NBPP, Washington County, issued December 5, 2007.

10.Notice of Intent to Comply with Maine Construction General Permit (DEP), accepted March 26, 2009.

11.Application for a Department of Environmental Protection Stormwater Permit By Rule dated October 27, 2008.

Exhibit H-2B

13

EXHIBIT H-3

to Financing Agreement

GOVERNMENTAL REGULATIONS

None.

Exhibit H-3

1

EXHIBIT H-4

to Financing Agreement

[Reserved]

Exhibit H-4

1

EXHIBIT H-5

to Financing Agreement

PENDING LITIGATION

1.PowerTel Utilities Contractors Limited (“PowerTel”) has asserted claims for additional compensation against Evergreen Wind Power V, LLC, arising from the construction of a 38 mile electricity transmission line from the Project to Bangor Hydro’s Keene Road Switching Station (“Line 56 Project”).   Specifically, PowerTel, as the general contractor on the Line 56 Project, has asserted claims for additional compensation in excess of $2 million arising from alleged impacts to PowerTel’s work caused by certain unforeseen conditions and lost productivity

Exhibit H-5

1

EXHIBIT H-6

to Financing Agreement

ENVIRONMENTAL MATTERS DISCLOSURE

None.

Exhibit H-6

1

EXHIBIT H-7

to Financing Agreement

CHIEF EXECUTIVE OFFICE OF BORROWER

Stetson Holdings, LLC

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, Massachusetts, 02111

Evergreen Wind Power V, LLC

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, Massachusetts, 02111

Stetson Wind II, LLC

c/o First Wind Energy, LLC

179 Lincoln Street, Suite 500

Boston, Massachusetts, 02111

Exhibit H-7

1

EXHIBIT H-8A

to Financing Agreement

DESCRIPTION OF STETSON I REAL PROPERTY INTERESTS

LEASE

Stetson Tax Map/Lot Nos.	Leases	Property (described in Memorandum of Lease recorded as follows at the Washington County Registry of Deeds)
p/o Lot 1, Map WA23; p/o Lot 11, Map WA26	Land Lease Agreement from Lakeville Shores, Inc. dated October 12, 2006	Memorandum recorded October 17, 2008 in Bk 3462 Pg 292

AGREEMENTS

Shared Facilities and Sublease Agreement between Evergreen Wind Power V, LLC and Stetson Wind II, LLC, as evidenced by Memorandum of Shared Facilities and Sublease Agreement dated as of the date of this Financing Agreement, to be recorded in the Washington County Registry of Deeds.

Exhibit H-8A

1

EXHIBIT H-8B

to Financing Agreement

DESCRIPTION OF STETSON II REAL PROPERTY INTERESTS

LAND AND EASEMENT RIGHTS

Leasehold Rights:

Lease as evidenced by Memorandum of Lease dated December 26, 2008 by and between Lakeville Shores, Inc. and Stetson Wind II, LLC recorded on December 30, 2008 in Book 3482, Page 141, Washington County, Maine, and as amended by First Amendment to Amended and Restated Land Lease Agreement dated June 12, 2009, recorded on June 30, 2009 in Book 3543, Page 234, Washington County, Maine.

Easement Rights:

Easement as evidenced by Grant of Easements dated June 12, 2009, recorded on June 30, 2009 in Book 3543, Page 249, Washington County, Maine.

LAYDOWN LEASE

Lease as evidenced by Memorandum of Lease dated June 12, 2009 by and between Dellis J. Huff, Jessica P. Huff and Stetson Wind II, LLC recorded on June 15, 2009 in Book 3549, Page 49, Washington County, Maine

ANCILLARY RIGHTS AND PROPERTIES

Agreements

Shared Facilities and Sublease Agreement between Evergreen Wind Power V, LLC and Stetson Wind II, LLC, as evidenced by Memorandum of Shared Facilities and Sublease Agreement dated as of the date of this Financing Agreement, to be recorded in the Washington County Registry of Deeds.

Road Crossing Permit

Unrecorded Utility Location Permit Record No. 56861 issued by the State of Maine Department of Transportation to Stetson Wind II, LLC, dated March 25, 2009, for crossing Route 169.

Exhibit H-8B

1

EXHIBIT H-9

to Financing Agreement

DESCRIPTION OF TRANSMISSION LINE REAL PROPERTY INTERESTS

Deeds Conveying Land to Mortgagor

1.	Deed dated as of April 28, 2008 between Evergreen Wind Power V, LLC, and Donald Morin and Elizabeth A. Morin and recorded in the Penobscot County Registry of Deeds in Book 11379, Page 121.
2.	Deed dated as of May 22, 2008 between Evergreen Wind Power V, LLC, and Huber Timer, LLC and recorded in the Penobscot County Registry of Deeds in Book 11403, Page 237.
3.	Deed dated as of May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co. and recorded in the Penobscot County Registry of Deeds in Book 11424, Page 100.
4.	Deed dated as of June 14, 2007 between Evergreen Wind Power V, LLC, and Ricky Deloge, Sr. and recorded in the Penobscot County Registry of Deeds in Book 11012, Page 347.
5.	Deed dated as of March 26, 2008 between Evergreen Wind Power V, LLC, and Harlan H. Whitney and Pauline D. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11338. Page 154.
6.	Deed dated as of June 24, 2008 between Evergreen Wind Power V, LLC, and Harlan H. Whitney and Pauline D. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11444, Page 114.
7.	Deed dated as of May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co. and recorded in the Penobscot County Registry of Deeds in Book 11424, Page 116.
8.	Deed dated as of June 24, 2008 between Evergreen Wind Power V, LLC, and Donald L. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11444, Page 112.
9.	Deed dated as of March, 11 2008 between Evergreen Wind Power V, LLC, and Donald L. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11322, Page 275. Said deed being corrected by document dated June 24, 2008 and recorded in said Registry of Deeds in Book 11444, Page 110.
10.	Deed dated as of March 22, 2008 between Evergreen Wind Power V, LLC, and John R. Whitney and Deborah M. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11332, Page 340.
11.	Deed dated as of May 14, 2008 between Evergreen Wind Power V, LLC, and Robert Harmon, Jr. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 109.

Exhibit H-9

1

12.	Deed dated as of April 10, 2008 between Evergreen Wind Power V, LLC, and Andrew G. Edwards and recorded in the Penobscot County Registry of Deeds in Book 11354, Page 291.
13.	Deed dated as of March 13, 2008 between Evergreen Wind Power V, LLC, and Gary A. Fleming and Cynthia Fleming and recorded in the Penobscot County Registry of Deeds in Book 11330, Page 56.
14.	Deed dated as of October 24, 2007 between Evergreen Wind Power V, LLC, and H C Haynes, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11226, Page 162.
15.	Deed dated as of October 30, 2004 between Evergreen Wind Power V, LLC, and Henry D. Provencher and recorded in the Penobscot County Registry of Deeds in Book 11187, Page 311.
16.	Deed dated as of May 7, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co. and recorded in the Penobscot County Registry of Deeds in Book 11386, Page 8.
17.	Deed dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 76.
18.	Deed dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 185.
19.	Deed dated as of March 11, 2008 between Evergreen Wind Power V, LLC, and Jamie Lee Steeves and recorded in the Penobscot County Registry of Deeds in Book 11320, Page 125.
20.	Deed dated as of November 6, 2007 between Evergreen Wind Power V, LLC, and Marjorie White Ghost and recorded in the Penobscot County Registry of Deeds in Book 11198, Page 46.
21.	Deed dated as of May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co., Inc. and McCrillis Timberlands, LLC and recorded in the Penobscot County Registry of Deeds in Book 11393, Page 96.
22.	Deed dated as of March 18, 2008 between Evergreen Wind Power V, LLC, and Thomas E. Linscott and Karen B. Linscott and recorded in the Penobscot County Registry of Deeds in Book 11329, Page 273.
23.	Deed dated as of July 3, 2008 between Evergreen Wind Power V, LLC, and J. Robert Hudson and recorded in the Penobscot County Registry of Deeds in Book 11474, Page 343.
Instruments Conveying Easement Rights to Mortgagor
1.	Easement dated October 10, 2008 between Evergreen Wind Power V, LLC, and Bangor Hydro Electric Company and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 77.

Exhibit H-8B

2

2.	Easement dated as of October 2, 2008 between Evergreen Wind Power V, LLC, and Maine Electric Power Company and recorded in the Penobscot County Registry of Deeds in Book 11553, Page 18.
3.	Easement dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 187.
4.	Easement dated as of April 4, 2008 between Evergreen Wind Power V, LLC, and Loren A. Hale and Joyce M. Hale and recorded in the Penobscot County Registry of Deeds in Book 11351, Page 117.
5.	Easement dated as of March 13, 2008 between Evergreen Wind Power V, LLC, and Roscoe Tash and recorded in the Penobscot County Registry of Deeds in Book 11327, Page 236.
6.	Easement dated as of August 2, 2007 between Evergreen Wind Power V, LLC, and Elgin H. Turner and recorded in the Penobscot County Registry of Deeds in Book 11140, Page 1.
7.	Easement dated as of May 30, 2008 between Evergreen Wind Power V, LLC, and Edwin Tash, Sr. et al and recorded in the Penobscot County Registry of Deeds in Book 11418, Page 84.
8.	Easement dated April 15, 2008 between Evergreen Wind Power V, LLC, and The Gerrity Family Limited Partnership and recorded in the Penobscot County Registry of Deeds in Book 11360, Page 172.
9.	Easement dated as of March 4, 2008 between Evergreen Wind Power V, LLC, and Clayton J. McCarthy and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 56.
10.	Easement dated as of March 28, 2008 between Evergreen Wind Power V, LLC, and Elaine Reardon and recorded in the Penobscot County Registry of Deeds in Book 11360, Page 181.
11.	Easement dated as of February 28, 2008 between Evergreen Wind Power V, LLC, and Albert S. Ring and Linda M. Ring and recorded in the Penobscot County Registry of Deeds in Book 11348, Page 235.
12.	Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and H C Haynes, Inc. and recorded in the Penobscot County Register of Deeds in Book 11392, Page 72.
13.	Easement dated as of March 2, 2008 between Evergreen Wind Power V, LLC, and Edward F. Sargent, Jr. and recorded in the Penobscot County Registry of Deeds in Book 11348, Page 239.

Exhibit H-8B

3

14.	Easement dated as of February 25, 2008 between Evergreen Wind Power V, LLC, and Edward Whitney, III, AnneMarie B. Whitney, Scott E. Whitney, Mark J. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11329, Page 275.
15.	Easement dated as of March 6, 2008 between Evergreen Wind Power V, LLC, and Shepard V. Sloane-Trustee and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 46.
16.	Easement dated as of March 14, 2008 between Evergreen Wind Power V, LLC, and Royl M. Schoonover and Vanessa V. Schoonover and recorded in the Penobscot County Registry of Deeds in Book 11327, Page 239.
17.	Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 68.
18.	Easement dated as of March 4, 2008 between Evergreen Wind Power V, LLC, and Clayton J. McCarthy and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 51.
19.	Easement dated as of March 4, 2008 between Evergreen Wind Power V, LLC, and Hayden P. McCarthy and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 60. Said easement being corrected by document dated June 26, 2008 and recorded in said Registry of Deeds in Book 11450, Page 2.
20.	Easement dated as of March 26, 2008 between Evergreen Wind Power V, LLC, and Northern Timbers, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11338, Page 146.
21.	Easement dated as of February 22, 2008 between Evergreen Wind Power V, LLC, and C N Brown Company and recorded in the Penobscot County Registry of Deeds in Book 11301, Page 268.
22.	Easement dated as of January 17, 2008 between Evergreen Wind Power V, LLC, and Aroostook & Bangor Resources and recorded in the Penobscot County Registry of Deeds in Book 11275, Page 109.
23.	Easement dated as of May 2, 2008 between Evergreen Wind Power V, LLC, and Richard A. Delaite and David W. Delaite and recorded in the Penobscot County Registry of Deeds in Book 11384, Page 320.
24.	Easement dated as of March 11, 2008 between Evergreen Wind Power V, LLC, and Bion Tolman and recorded in the Penobscot County Registry of Deeds in Book 11322, Page 280.

Exhibit H-8B

4

25.	Easement dated as of June 10, 2008 between Evergreen Wind Power V, LLC, and Jeffrey B. Vicaire and Rhonda J. Vicaire and recorded in the Penobscot County Registry of Deeds in Book 11426, Page 317.
26.	Easement dated as of March 6, 2007 between Evergreen Wind Power V, LLC, and Joanne Adams and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 64.
27.	Easement dated 2008 between Evergreen Wind Power V, LLC, and John M. Kyler and Joan E. H. Kyler and recorded in the Penobscot County Registry of Deeds in Book 11450, Page 21.
28.	Easement dated as of March 6, 2008 between Evergreen Wind Power V, LLC, and Melvin L. Vicaire and Lynn Vicaire and recorded in the Penobscot County Registry of Deeds in Book 11317, Page 68.
29.	Easement dated as of February 21, 2008 between Evergreen Wind Power V, LLC, and Thomas B. Kates, Jr. and Walter W. Hughes and recorded in the Penobscot County Registry of Deeds in Book 11301, Page 261.
30.	Easement dated as of February 25, 2008 between Evergreen Wind Power V, LLC, and William Ziehl and Rhonda Ziehl and recorded in the Penobscot County Registry of Deeds in Book 11311, Page 83.
31.	Easement recorded March 25, 2008 between Evergreen Wind Power V, LLC, and Lucy Campbell, Susan Fort, David B. Campbell, Sheila Jean, Alan Bruce, and Linda Lucian and recorded in the Penobscot County Registry of Deeds in Book 11333, Page 117.
32.	Easement between Evergreen Wind Power V, LLC, and Penobscot Forest, LLC and recorded in the Penobscot County Registry of Deeds in Book 11473, Page 276.
33.	Easement dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 191.
34.	Easement dated as of June 24, 2008 between Evergreen Wind Power V, LLC, and John Hagemeyer and Sylvia Hagemeyer and recorded in the Penobscot County Registry of Deeds in Book 11444, Page 105.
35.	Assignment and Assumption dated as of June 6, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Electric Cooperative, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11420, Page 179.

Exhibit H-8B

5

36.	Easement dated as of June 20, 2008 between Evergreen Wind Power V, LLC, and Naturals Rod & Gun Club and recorded in the Penobscot County Registry of Deeds in Book 11450, Page 6.
37.	Easement dated as of September 19, 2008 between Evergreen Wind Power V, LLC, and State of Maine, Inland Fisheries and Wildlife and recorded in the Penobscot County Registry of Deeds in Book 11537, Page 290.
38.	Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Haynes Timberland, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 94.
39.	Easement dated as of April 17, 2008 between Evergreen Wind Power V, LLC, and Charles Alferes and Ethel Alferes-Trustees and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 205.
40.	Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Haynes Timberland, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 86.
41.	Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Haynes Timberland, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 90.
42.	Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Ginger Maxwell and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 78, as corrected by Corrective Easement from Ginger Maxwell dated November 25, 2009 and recorded at said Registry in Book 11987, Page 189.
43.	Easement dated as of July 31, 2008 between Evergreen Wind Power V, LLC, and John A. Dudley, III and Debra Dudley and recorded in the Penobscot County Registry of Deeds in Book 11486, Page 2.
44.	Easement dated as of July 15, 2008 between Evergreen Wind Power V, LLC, and John E. Osgood and Susan Osgood and recorded in the Penobscot County Registry of Deeds in Book 11465, Page 80.
45.	Easement dated as of March 18, 2008 between Evergreen Wind Power V, LLC, and Kevin R. Tozier and recorded in the Penobscot County Registry of Deeds in Book 11329, Page 278.

Exhibit H-8B

6

46.	Easement dated as of May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Company and McCrillis Timberlands, LLC and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 103.
47.	Easement dated as of February 21, 2008 between Evergreen Wind Power V, LLC, and Delia M. Parker and recorded in the Penobscot County Registry of Deeds in Book 11301, Page 264.
48.	Easement dated as of March 10, 2008 between Evergreen Wind Power V, LLC, and Junior L. Smith and Christine C. Goldsmith and recorded in the Penobscot County Registry of Deeds in Book 11322, Page 277.
49.	Easement dated as of May 9, 2008 between Evergreen Wind Power V, LLC, and Estate of Herbert Haynes, by Personal Representative and recorded in the Penobscot County Registry of Deeds in Book 11392, Page 82.
50.	Easement dated as of January 15, 2008 between Evergreen Wind Power V, LLC, and Susan Claerbout and Kenneth Claerbout and recorded in the Penobscot County Registry of Deeds in Book 11284, Page 312.
51.	Easement dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Herbert C. Haynes, Jr. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 201.
52.	Easement dated as of April 21, 2008 between Evergreen Wind Power V, LLC, and Lakeville Shores, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11367, Page 196.
53.	Easement dated as of February 15, 2008 between Evergreen Wind Power V, LLC, and Gardner Land Company, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11329, Page 282.
54.	Easement dated as of March 21, 2008 between Evergreen Wind Power V, LLC, and Dennis Gould and Robert Yorks and recorded in the Penobscot County Registry of Deeds in Book 11332, Page 337.
55.	Easement dated as of March 20, 2008 between Evergreen Wind Power V, LLC, and Eileen Marie Beaulieu and recorded in the Penobscot County Registry of Deeds in Book 11332, Page 334.
56.	Easement dated as of August 28, 2008 between Evergreen Wind Power V, LLC, and Louis M. Coiro and Patricia R. Joyce Coiro and recorded in the Penobscot County Registry of Deeds in Book 11531, Page 217.

Exhibit H-8B

7

57.	Easement dated as of March 26, 2008 between Evergreen Wind Power V, LLC, and Russell Brown and recorded in the Penobscot County Registry of Deeds in Book 11362, Page 184.
58.	Easement rights reserved in a Deed dated as of March 24, 2008 between Evergreen Wind Power V, LLC, and Louis M. Coiro and recorded in the Penobscot County Registry of Deeds in Book 11531, Page 220.
59.	Grant of Easements dated as of June 12, 2009 between Lakeville Shores, Inc. and Evergreen Wind Power V, LLC, recorded in the Washington County Registry of Deeds in Book 3543, Page 223.
Crossing Agreements
1.	Crossing Easement Agreement between Evergreen Wind Power V, LLC and Bangor Hydro Electric Company dated October 10, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 59.
2.	Transmission Line Crossing Area Consent and Agreement between Evergreen Wind Power V, LLC and Bangor Hydro Electric Company dated October 10, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 41.
3.	Overhead Wire Agreement dated May 1, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Railway Company and recorded in the Penobscot County Registry of Deeds in Book 11478, Page 169.
4.	Transmission Line Crossing Area Consent and Agreement between Evergreen Wind Power V, LLC, and Bangor Hydro Electric Company dated October 10, 2008 and recorded in the Penobscot County Registry of Deeds in Book 11563, Page 37.
5.	Overhead Wire Agreement dated May 1, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Railway Company and recorded in the Penobscot County Registry of Deeds in Book 11478, Page 166.
6.	Overhead Wire Agreement dated May 15, 2008 between Evergreen Wind Power V, LLC, and Maine Central Railroad Company and recorded in the Penobscot County Registry of Deeds in Book 11414, Page 332.
7.	Crossing Agreement dated June 6, 2008 between Evergreen Wind Power V, LLC, and Eastern Maine Electric Cooperative, Inc. and recorded in the Penobscot County Registry of Deeds in Book 11420, Page 198.

Exhibit H-8B

8

Access Easements
1.	Easement dated July 16, 2008 between Evergreen Wind Power V, LLC and John R. Whitney and recorded in the Penobscot County Registry of Deeds in Book 11467, Page 254.
2.	Easement dated May 12, 2008 between Evergreen Wind Power V, LLC, and Prentiss & Carlisle Co. and recorded in the Penobscot County Register of Deeds in Book 11392, Page 98.
3.	Easement dated May 2, 2008 between Evergreen Wind Power V, LLC, and Richard A. Delaite and recorded in the Penobscot County Register of Deeds in Book 11384, Page 323.
Permits
1.	Department of Environmental Protection Site Order dated March 18, 2008 and filed in the Penobscot County Registry of Deeds in Book 11345, Page 249.
2.	State of Maine Utility Location Permits for multiple crossings all dated February 7, 2008 (Maine DOT Permits 51818, 51814, 51816, 51824, and 51820.
3.	Town of Chester Utility Location Permit for crossing the Pea Ridge Road.
4.	Town of Woodville Utility Location Permit dated May 12, 2008 for crossing the Butterfield Ridge Road and the River Road.
5.	Town of Mattawamkeag Utility Location Permit dated May 22, 2008 for crossing the River Road.
6.	Carroll Plantation Utility Location Permit dated April 28, 2008 for crossing in North Road.

Exhibit H-8B

9

EXHIBIT I

to Financing Agreement

LENDERS / LENDING OFFICES

HSH Nordbank AG, New York Branch

230 Park Avenue

New York, NY 10169

BNP Paribas

787 Seventh Avenue

New York, NY 10019

Exhibit I

1

EXHIBIT J

to Financing Agreement

SCHEDULE OF LENDER PROPORTIONATE SHARES

Lender	Total Term Loan Commitment Proportionate Share	Total Bridge Loan Commitment Proportionate Share	Total LC Commitment Proportionate Share	Amount
HSH Nordbank, AG, New York Branch	50%	50%	0%	$	44,816,445.58
BNP Paribas	50%	50%	100%	$	71,516,445.58

Exhibit J

1

EXHIBIT K

to Financing Agreement

TERM LOAN AMORTIZATION SCHEDULE

Period Ending	Required Balance		Required Principal
	$	71,000,000.00
6/30/2010	$	62,854,418.42	$	8,145,581.58
12/31/2010	$	60,335,761.24	$	2,518,657.18
6/30/2011	$	54,979,324.02	$	5,356,437.22
12/31/2011	$	52,274,910.39	$	2,704,413.63
6/30/2012	$	48,453,996.11	$	3,820,914.28
12/31/2012	$	46,834,932.14	$	1,619,063.97
6/30/2013	$	42,904,665.44	$	3,930,266.70
12/31/2013	$	41,044,938.50	$	1,859,726.94
6/30/2014	$	36,583,995.53	$	4,460,942.97
12/31/2014	$	34,606,452.94	$	1,977,542.59
6/30/2015	$	29,950,445.41	$	4,656,007.53
12/31/2015	$	27,810,463.99	$	2,139,981.42
6/30/2016	$	22,944,897.75	$	4,865,566.24
12/22/2016	$	0.00	$	22,944,897.75

Exhibit K

1

EXHIBIT L-1
To Financing Agreement

FORM OF WITHHOLDING CERTIFICATE (TREATY)

Date:                     

Stetson Holdings, LLC, as Borrower

Attention:  [                                ]

In connection with the Financing Agreement, dated as of December [    ], 2009 (the “Financing Agreement”), by and among, Stetson Holdings LLC (“Borrower”),  BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto, the undersigned hereby certifies, represents and warrants that                          is a                   and is currently exempt from, or is subject to a reduced rate of     % in lieu of, any U.S. Federal Withholding tax otherwise imposed on amounts paid to it from United States sources under the Financing Agreement, by virtue of compliance with the provisions of the Income Tax Convention between the United States and                              .

The undersigned (a) is a                     organized under the laws of                  whose registered business is managed or controlled in                 , (b) [does not have a permanent establishment or fixed base in the United States] [does have a permanent establishment or fixed base in the United States, but the Financing Agreement is not effectively connected with such permanent establishment or fixed base], and (c) is the beneficial owner of the interest income to be received from its share arising under the Financing Agreement.

We enclose two signed copies of Form W-8BEN of the U.S. Internal Revenue Service, certifying that the undersigned is entitled to claim the tax treaty benefit with respect to U.S. withholding on payments under the Financing Agreement.

Yours faithfully,

By:

Name:

Title:

Enclosures

Exhibit L-1

1

EXHIBIT L-2
To Financing Agreement

FORM OF WITHHOLDING CERTIFICATE (EFFECTIVELY CONNECTED)

Date:                     

Stetson Holdings, LLC, as Borrower

Attention:  [                                ]

In connection with the Financing Agreement, dated as of December [    ], 2009 (the “Financing Agreement”), by and among, Stetson Holdings LLC (“Borrower”),  BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto, the undersigned hereby certifies, represents and warrants that               is entitled to exemption from withholding tax on payments to it under the provisions of Section 1441(c)(1) or 1442 of the Internal Revenue Code of 1986, as amended, of the United States of America, relating to income which is effectively connected with the conduct of a trade or business within the United States.

We enclose two signed copies of Form W-8ECI of the U.S. Internal Revenue Service.

Yours faithfully,

By:

Name:

Title:

Enclosures

Exhibit L-2

1

EXHIBIT L-3
To Financing Agreement

FORM OF WITHHOLDING CERTIFICATE (PORTFOLIO INTEREST)

Date:                     

Stetson Holdings, LLC, as Borrower

Attention:  [                                ]

In connection with the Financing Agreement, dated as of December [    ], 2009 (the “Financing Agreement”), by and among, Stetson Holdings LLC (“Borrower”),  BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto, the undersigned hereby certifies, represents and warrants that the undersigned:  (a) is a corporation organized under the laws of                      whose registered business is managed or controlled in                                       , (b) does not have a permanent establishment or fixed base in the United States or otherwise conduct a trade or business in the United States to which the Financing Agreement or income therefrom is effectively connected, (c) is the beneficial owner of the interest income which arises from its share of the interest income arising from the Financing Agreement, (d) does not own an equity interest in the Borrower of 10% or more, directly or indirectly, taking into account the ownership rules specified in Section 871(h)(3)(B) and (C) of the Internal Revenue Code of 1986, as amended (the “Code”), (e) is not a related party to the Borrower, taking into account the rules of Section 864(d)(4) of the Code, and (f) is not a bank that has entered into the Financing Agreement in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code.

We enclose two signed copies of Form W-8BEN.

Yours faithfully,
By:
	Name:
	Title:

Exhibit L-3

1

EXHIBIT M

to Financing Agreement

FORM OF SUBORDINATION AGREEMENT

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of [                    ], 2009, is made by and among [                                    ], a [                                      ] (“Subordinated Creditor”), STETSON HOLDINGS, LLC a Delaware limited liability company (“Borrower”), and BNP PARIBAS, as Security Agent and Administrative Agent (“Agent”), for the lenders (the “Lenders”) party to the Financing Agreement described below.

A.Borrower has entered into that certain dated as of December [    ], 2009 (the “Financing Agreement”), by and among, Stetson Holdings LLC (“Borrower”),  BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto.  Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in Exhibit A to the Financing Agreement.

B.Subordinated Creditor and Borrower have entered into [SUBORDINATED LOAN OR OTHER AGREEMENT] (as amended, modified and supplemented and in effect from time to time, the “Subordinated Agreement”).

C.The Financing Agreement permits Borrower to incur [Subordinated Debt] (as defined in the Financing Agreement) only if Subordinated Creditor shall execute this Agreement and shall subordinate, to the extent and in the manner hereinafter set forth, all of the indebtedness and other obligations of Borrower to Subordinated Creditor, including without limitation, payment of principal, interest, fees, expenses and costs arising or incurred under the Subordinated Agreement, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising by operation of [Section [          ] of] the Subordinated Agreement (for the purposes of this Agreement, collectively referred to herein as the “Subordinated Obligation,” which shall be considered Subordinated Debt), to all indebtedness or other obligations of Borrower to Agent and the Lenders arising under the Financing Agreement (herein called the “Obligations”) to the extent set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing premises and as an inducement to the Lenders to [continue to] grant financial accommodations to Borrower and in consideration of the granting thereof, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.Until all Obligations shall have been paid and satisfied in full:

(a)Borrower shall not, directly or indirectly, make any payment of principal or interest or any other payment whatsoever on account of, or transfer any collateral for the security of any part of, the Subordinated Obligation until the Obligations have been indefeasible paid and satisfied in full;

Exhibit M

1

(b)Subordinated Creditor shall not sue for, or demand or accept from Borrower or any other Person any such payment or collateral, nor take any other action to enforce or collect upon any such payment or to enforce its rights in respect of the Subordinated Obligation, nor cancel, set off or otherwise discharge any part of the Subordinated Obligation; and

(c)Subordinated Creditor shall not otherwise take any action prejudicial to or inconsistent with the Lenders’ priority position over Subordinated Creditor created by this Agreement.

2.The Subordinated Agreement and each instrument evidencing the Subordinated Obligation shall bear a legend providing that payment of the Subordinated Obligation and the priority of any lien thereon has been subordinated to prior payment and satisfaction of the Obligations in the manner and to the extent set forth in this Agreement, and a copy of this Agreement shall be attached to each such instrument.

3.Subordinated Creditor shall not commence or join with any other creditor or creditors of Borrower in commencing any bankruptcy, reorganization or insolvency proceedings against Borrower.  At any general meeting of creditors of Borrower or in the event of any proceeding, voluntary or involuntary, for the distribution, division or application of all or part of the assets of Borrower or the proceeds thereof, whether such proceeding be for the liquidation, dissolution or winding up of Borrower or its business, a receivership, insolvency or bankruptcy proceeding, an assignment for the benefit of creditors or proceeding by or against Borrower for position or extension or otherwise, if all Obligations have not been paid and satisfied in full at the time, Agent is hereby irrevocably authorized at any such meeting or in any such proceeding:

(a)To enforce claims comprising the Subordinated Obligation in the name of Subordinated Creditor, by proof of debt, proof of claim, suit or otherwise;

(b)To collect any assets of Borrower distributed, divided or applied by way of dividend or payment, or such securities issued, on account of the Subordinated Obligation and apply the same, or the proceeds of any realization upon the same that Agent in its discretion elects to effect, to the Obligations until all the Obligations shall have been paid and satisfied in full (Agent hereby agreeing to render any surplus to Subordinated Creditor);

(c)To vote claims comprising the Subordinated Obligation to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension; and

(d)To take generally any action in connection with any such meeting or proceeding to assert, defend or support the position of Subordinated Creditor.

After the commencement of any such bankruptcy, insolvency or reorganization proceeding, Subordinated Creditor may inquire of Agent in writing whether Agent intends to exercise the foregoing rights with respect to the Subordinated Obligation.  Should Agent fail within a reasonable time after receipt of such inquiry (but in any event,

Exhibit M

2

no later than thirty (30) days after receipt of such inquiry) either to file a proof of claim with respect to the Subordinated Obligation and to furnish a copy thereof to Subordinated Creditor, or to inform Subordinated Creditor in writing that Agent intends to exercise its rights to assert the Subordinated Obligation in the manner hereinabove provided, Subordinated Creditor may, but shall not be required to, proceed to file a proof of claim with respect to the Subordinated Obligation and take such further steps with respect thereto, not inconsistent with this Agreement, as Subordinated Creditor may deem proper.

Subject to and from and after the payment and satisfaction in full of all Obligations, Subordinated Creditor shall be subrogated to the rights of the Lenders to receive payments or distributions of cash, property or securities of Borrower applicable to the Obligations until all amounts owing on the Subordinated Obligation shall be paid in full, it being understood that the provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of Subordinated Creditor and the Lenders.  Nothing contained in this Agreement is intended to or shall impair, as between Borrower and its creditors other than the Lenders and Subordinated Creditor, the obligation of Borrower, which is absolute and unconditional, to pay to Subordinated Creditor the principal of and the premium, if any, and the interest on the Subordinated Obligation as and when the same shall become due and payable in accordance with its terms, or to affect the relative rights of Subordinated Creditor and creditors of Borrower other than the Lenders.

4.Should any payment on account of, or transfer of any collateral as security for any part of, the Subordinated Obligation be received by Subordinated Creditor in violation of this Agreement, such payment or collateral shall be delivered forthwith to Agent by the recipient for application to the Obligations, in the form received.  Agent is irrevocably authorized to supply any required endorsement or assignment which may have been omitted.  Until so delivered, any such payment or collateral shall be held by Subordinated Creditor in trust for the Lenders and shall not be commingled with other funds or property of Subordinated Creditor.

5.Subordinated Creditor is the lawful owner of the Subordinated Obligation and no part thereof has been assigned to or subordinated or subjected to any other security interest in favor of anyone other than the Lenders.  Subordinated Creditor may not assign all or any portion of the Subordinated Obligation without the prior written consent of the Lenders and only upon the execution and delivery to the Lenders of an agreement by any such assignee to be bound by the terms of this Agreement (including the provisions relating to assignment), in form and substance reasonably satisfactory to Agent.

6.Agent is hereby authorized to demand specific performance of this Agreement, whether or not Borrower shall have complied with the provisions hereof applicable to it, at any time when Subordinated Creditor shall have failed to comply with any provision hereof applicable to it.  Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance hereof in any action brought therefor by Agent.  Subordinated Creditor further waives presentment, notice and protest in connection with all negotiable instruments evidencing the Obligations or the Subordinated Obligation to which

Exhibit M

3

Subordinated Creditor may be a party, notice of the acceptance of this Agreement by Agent, notice of any loan made, extension granted or other action taken in reliance hereon, and all demands and notices of every kind in connection with this Agreement, the Obligations or time of payment of the Obligations or the Subordinated Obligation, hereby assents to any renewal, extension of postponement of the time of payment of the Obligations or any other indulgence with respect thereto, to any increase in the amount of the Obligations, to any substitution, exchange or release of collateral therefor and to the addition or release of any Person primarily or secondarily liable thereon, and assents to the provisions of any instrument, security or other writing evidencing the Obligations.

7.Borrower and Subordinated Creditor shall execute and deliver to Agent such further instruments and shall take such further action as Agent may at any time reasonably request in order to carry out the provisions and intent of this Agreement.

8.The rights granted to the Lenders hereunder are solely for their protection and nothing herein contained shall impose on Agent or the Lenders any duties with respect to any property Borrower or Subordinated Creditor received hereunder.  Neither Agent nor the Lenders shall have any duty to preserve rights against prior parties in any property of any kind received hereunder.

9.Notwithstanding any provisions to the contrary herein, the parties to this Agreement acknowledge and agree that all of the covenants, representations, waivers and other provisions by or relating to Subordinated Creditor hereunder shall apply and be effective to and in respect of the Subordinated Obligation only, and shall not apply or be effective to or in respect of any other obligations, due or to become due, now existing or hereafter arising, by Borrower to Subordinated Creditor.

10.This Agreement may be executed in any number of counterparts, but all such counterparts shall together constitute one agreement.  In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart signed by each of the parties hereto.

11.This Agreement is intended to take effect as a sealed instrument, shall be binding upon Borrower, Subordinated Creditor, and their respective executors, administrators, other legal representatives, successors and assigns, and shall inure to the benefit of the Lenders, their respective successors and assigns and shall be governed by the laws of the State of New York, without reference to conflicts of laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

12.Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Exhibit M

4

13.This Agreement shall terminate in its entirety upon (a) the payment and satisfaction in full of all the Obligations or (b) the termination or payment and satisfaction in full of all the obligations under the Subordinated Agreement.

14.The terms of subordination set forth in this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any of the Lenders or the Agent upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.

[SIGNATURES FOLLOW]

Exhibit M

5

IN WITNESS WHEREOF, the parties hereto have caused this Subordination Agreement to be duly executed as of the date first above written.

[SUBORDINATED CREDITOR],
a [                        ]
By:
	Name:
	Title:
BNP PARIBAS, as Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit M

6

STETSON HOLDINGS, LLC,
a Delaware limited liability company
By:
	Name:
	Title:

Exhibit M

7

EXHIBIT N

to Financing Agreement

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [              ], 2009, is hereby entered into by and among [                                            ], a [                                  ], as a Lender under the Financing Agreement (the “Assignor”), [                                            ] ([the “Assignee)”] [collectively, the “Assignees)”]), and consented to and acknowledged by Agent and Borrower (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Assignment Agreement”).

W I T N E S S E T H:

A.    The Assignor is party to that certain the Financing Agreement, dated as of December [    ], 2009 (the “Financing Agreement”), by and among, Stetson Holdings LLC (“Borrower”),  BNP Paribas as Joint Lead Arranger, Joint Bookrunner, Administrative Agent, Security Agent, and Issuing Bank, and HSH Nordbank AG, New York Branch as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent and the certain lenders (“Lenders”) party thereto.

B.    Pursuant to and in accordance with Section 12.15 of the Financing Agreement, the Assignor wishes to sell, assign and transfer to the Assignee[s], and the Assignee[s] wish[es] to purchase and assume from the Assignor, a portion of the Assignor’s Commitments and Loans and /or LC Commitment made thereunder under the Financing Agreement, all on the terms and conditions of this Assignment Agreement.

In consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions.  Each capitalized term used but not defined herein shall have the meaning assigned to that term in Exhibit A to the Financing Agreement (and the principles of interpretation set forth Exhibit A to the Financing Agreement shall apply to such definition and to this Assignment Agreement as if set forth in this Assignment Agreement).  In addition, as used herein, the following terms have the following respective meanings:

Exhibit N

1

“Effective Date” shall mean the date on which all the conditions to effectiveness set forth in Section 4 shall have been satisfied.

2.Assignment.

(a)On the terms and conditions set forth herein, and in accordance with the requirements set forth in Section 12.15 of the Financing Agreement, the Assignor hereby sells, assigns and transfers to the Assignee[s], and the Assignee[s] hereby purchase[s] and assume[s] from the Assignor, such interests in Assignor’s rights and obligations under the Financing Agreement (including, without limitation, the Loans and/or LC Commitment which are outstanding on the Effective Date) as shall be necessary in order to give effect to the reallocations of the Commitments (and Loans and/or LC Commitment made thereunder) (as applicable), as set forth in Schedule I attached hereto after giving effect to the other assignments executed as of the date hereof.  Such sale, assignment and transfer is without recourse and, except as expressly provided in this Assignment Agreement, without representation or warranty.

(b)The Assignor sells, assigns and transfers to the Assignee[s], and the Assignee[s] hereby purchase[s] and assume[s] from the Assignor the same percentage amount of its Proportionate Shares for each of its Commitments (and Loans and/or LC Commitment made thereunder) and [each of] the Assignee’s percentage level of its Proportionate Shares with respect to each of the sold, assigned or transferred Commitments (and Loans and/or LC Commitment made thereunder) shall be the same amount.

(c)From and after the Effective Date, (a) [each of] the Assignee[s] shall be a party to the Financing Agreement as a “Lender” and shall have the rights and obligations of a Lender thereunder and [each of] the Assignee[s] agrees, for the benefit of the Assignor and Borrower, that such Assignee will, from and after the Effective Date, perform, observe and be bound by all of the obligations applicable to a Lender under the Financing Agreement in respect of the interests assigned and (b) the Assignor shall, to the extent of the interests assigned and obligations assumed hereby, relinquish its rights and be released from its obligations under the Financing Agreement and the other Financing Documents.

3.Payments.  The Assignor and the Assignee[s] agree that (a) the Assignor shall be entitled to any payments of principal with respect to the assigned interests in Loans and/or LC Commitment made prior to the Effective Date, together with any interest and fees with respect to such assigned interests accruing prior to the Effective Date, (b) the Assignee[s] shall be entitled to any payments of principal with respect to the assigned interests made from and after the Effective Date, together with any interest and fees with respect to the assigned interests accruing from and after the Effective Date and (c) the Agent is authorized and instructed to allocate payments received by it in respect of any such principal, interest or fees for account of the Assignor and the Assignee[s] as provided in

Exhibit N

2

the foregoing clauses.  Each party hereto agrees that it will hold any principal, interest, fees or other amounts that it may receive to which an other party hereto shall be entitled pursuant to the preceding sentence in trust and for account of such other party and will pay, in like money and funds, any such amounts that it may receive to such other party promptly upon receipt.

4.Conditions to Effectiveness of Assignment.  The effectiveness of the sale, assignment and transfer contemplated pursuant to Section 2 is subject to (i) the due execution and delivery of this Assignment Agreement by the Assignor and the Assignee[s] and (ii) receipt by Assignor of payment from Assignee[s] of all amounts due in consideration for the transfer and assignment provided herein.

5.Representations, Warranties and Disclaimers of the Assignor.

(a)The Assignor represents and warrants to [each of] the Assignee[s], as of the Effective Date, as follows:

(i)the Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Assignment Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment Agreement;

(ii)this Assignment Agreement constitutes the legal, valid and binding obligations of the Assignor enforceable against the Assignor in accordance with its terms;

(iii)the making and performance by the Assignor of this Assignment Agreement and any other documents required or permitted to be executed or delivered by it in connection with this Assignment Agreement do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it, any provision of its charter or by-laws (or comparable constituent documents) or any order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected;

(iv)all authorizations, consents, approvals, and licenses of, all filings or registrations with and all actions by any Governmental Authority necessary for the validity or enforceability of the obligations of the Assignor under this Assignment Agreement have been obtained and no other approvals or other authorizations are required in connection herewith; and

(v)the Assignor has good title to, and is the sole legal and beneficial owner of, the interests assigned under this Assignment Agreement, free and clear

Exhibit N

3

of all adverse claims, interests, participations or other charges or encumbrances of any nature whatsoever.

(b)Except as expressly provided in Section 5(a), the Assignor makes no representation or warranty as to, and shall have no responsibility to the Assignee[s] for:

(i)the due authorization, execution or delivery of the Financing Agreement or any other Financing Document by Borrower or any other Person;

(ii)the legality, validity, binding effect or enforceability of the Financing Agreement or any other Financing Document or any of the terms, covenants or conditions contained therein or the existence, value, perfection or priority of any collateral security for any extension of credit thereunder;

(iii)any representation or warranty made by, or the accuracy, completeness, currentness or sufficiency of any information (or the validity, completeness or adequate disclosure of assumptions underlying any estimates, forecasts or projections contained in such information) provided (directly or indirectly through the Assignor) by Borrower or any other Person;

(iv)the performance or observance by Borrower or any other Person other than the Assignor (at any time, whether prior to or after the Effective Date) of any of the provisions of the Financing Agreement or any other Financing Document (or any of Borrower’s or such other Person’s other obligations in connection therewith);

(v)the financial or other condition of Borrower or any other obligor or guarantor under the Financing Agreement or any other Financing Document (including any Affiliates); or

(vi)(except as otherwise expressly provided herein) any other matter relating to Borrower or any other Person, the assigned interests, the Financing Agreement or any other Financing Document.

6.Representations, Warranties and Agreements of the Assignee[s].

(a)[Each of the / The] Assignee[s] hereby represents and warrants to the Assignor, as of the Effective Date, that:

(i)it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Assignment Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment Agreement;

Exhibit N

4

(ii)this Assignment Agreement constitutes the legal, valid and binding obligations of such Assignee enforceable against the Assignee in accordance with its terms;

(iii)the making and performance by it of this Assignment Agreement and any other documents required or permitted to be executed or delivered by it in connection with this Assignment Agreement do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it, any provision of its charter or by-laws (or comparable constituent documents) or any order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected;

(iv)all authorizations, consents, approvals, and licenses of, all filings or registrations with and all actions by any Governmental Authority necessary for the validity or enforceability of the obligations of such Assignee under this Assignment Agreement have been obtained and no other approvals or other authorizations are required in connection herewith; and

(v)it has fully reviewed the terms of the Financing Agreement and the other Financing Documents and has independently and without reliance upon the Assignor or the Agent and based on such documents and information as such Assignee has deemed appropriate made its own credit analysis and decision to enter into this Assignment Agreement.

(b)[Each of the / The] Assignee[s]:

(i)agrees that it will, independently and without reliance upon the Assignor or the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under the Financing Agreement and any other instruments or documents furnished pursuant thereto;

(ii)appoints and authorizes the Agent on its behalf and to exercise such powers under the Financing Agreement and other instruments and documents furnished pursuant thereto as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto;

(iii)agrees to be bound by the confidentiality provisions contained in Section 14.19 of the Financing Agreement; and

(iv)agrees that it will perform, in accordance with the terms of the Financing Agreement, all of the obligations that by the terms of the Financing Agreement are required to be performed by it as a Lender.

Exhibit N

5

7.Further Assurances.  The Assignor and the Assignee[s] hereby agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment Agreement.

8.Expenses.  Each party hereto shall bear its own expenses in connection with the execution, delivery and performance of this Assignment Agreement.

9.Existing Note and New Notes.  Pursuant to Section 12.15 of the Financing Agreement, Borrower shall deliver to the Assignee[s] and the Assignor duly authorized and executed new Notes for [each of] the Assignee[s] and the Assignor, in each case in principal amounts reflecting their Loans and/or LC Commitment as set forth in the “Resulting Interest” column in Schedule I, and, promptly after the delivery by Borrower of such new Notes and the occurrence of the Effective Date, the Assignor shall deliver to Borrower the superseded Note of the Assignor marked “cancelled and replaced.”

10.Miscellaneous.

(a)Notices.  All notices and other communications provided for herein (including, without limitation, any modifications of, or waivers or requests under, this Assignment Agreement) shall be given or made in writing (including, without limitation, by facsimile) to the addresses specified in Exhibit A attached hereto or at such other address as shall be designated by any party to this Assignment Agreement in a written notice to the other parties hereto.

(b)Entire Agreement.  This Assignment Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof.  In the event of any conflict between the terms, conditions and provisions of this Assignment Agreement and any such agreement, document or instrument, the terms, conditions and provisions of this Assignment Agreement shall prevail.

(c)Successors and Assigns.  This Assignment Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The representations and warranties and agreements made herein by the Assignee[s] are also made for the benefit of the Agent and Borrower, and the Assignee[s] agree[s] that the Agent and Borrower are entitled to rely upon such representations and warranties.

(d)Amendments; Assignments.  No party to this Assignment Agreement may amend or assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto.

(e)Captions.  The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Assignment Agreement.

Exhibit N

6

(f)Counterparts.  This Assignment Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Assignment Agreement by signing any such counterpart.

(g)GOVERNING LAW; SUBMISSION TO JURISDICTION.  THIS ASSIGNMENT AGREEMENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAWS RULES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(h)WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ASSIGNMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER FINANCING DOCUMENT, OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENT, BORROWER OR THE PARTIES HERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ASSIGNOR AND ASSIGNEE[S] TO ENTER INTO THIS ASSIGNMENT AGREEMENT.

(i)Consent to Jurisdiction.  The parties hereto agree that any legal action or proceeding by or against Borrower or with respect to or arising out of this Assignment Agreement, the Notes or any other Financing Document may be brought in or removed to the courts of competent jurisdiction of the State of New York sitting in The City of New York in New York County and of the United States of America in and for the Southern District of New York, as the Agent may elect.  By execution and delivery of the Assignment Agreement, the parties hereto accept, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The parties hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified airmail, postage prepaid, to the Assignor or Assignee[s], as the case may be, at their respective addresses for notices as specified herein and that such service shall be effective five (5) Business Days after such mailing.  Nothing herein shall affect the right to serve process in any other manner permitted by law or the right of the Assignor or [any / the] Assignee to bring legal action or proceedings in any other competent jurisdiction, including judicial or non-judicial foreclosure of the Mortgage Documents.  The parties hereto further agree that the aforesaid courts of the State of New York and of the United States

Exhibit N

7

of America shall have exclusive jurisdiction with respect to any claim or counterclaim of Borrower based upon the assertion that the rate of interest charged by the Assignor and Assignee[s] on or under this Assignment Agreement, the Loans, the LC Commitment (if applicable) and/or the other Financing Documents is usurious.  The parties hereto hereby waive any right to stay or dismiss any action or proceeding under or in connection with any or all of the Project, this Assignment Agreement or any other Financing Document brought before the foregoing courts on the basis of forum non-conveniens.

(j)Severability.  Any provision of this Assignment Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

[SIGNATURES TO FOLLOW]

Exhibit N

8

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed and delivered by their duly authorized representatives as of the date first above written.

[                                              ], as Assignor
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit N

9

[                                                        ],
as Assignee
By:
	Name:
	Title:
By:
	Name:
	Title:
[                                                        ],
as Assignee
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit N

10

CONSENTED TO AND ACKNOWLEDGED BY:
BNP PARIBAS,
as Administrative Agent and Security Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit N

11

STETSON HOLDINGS, LLC,
a Delaware limited liability company
By:
	Name:
	Title:

Exhibit N

12

SCHEDULE I
to Assignment Agreement

	Previous Interests:		Resulting Interests:
[ASSIGNOR]
Total LC Commitment	$	[                  ]	$	[                  ]
Total Term Loan Commitment	$	[                  ]	$	[                  ]
Term Loans	$	[                  ]	$	[                  ]
[ASSIGNEE]
Total LC Commitment	$	[                  ]	$	[                  ]
Total Term Loan Commitment	$	[                  ]	$	[                  ]
Term Loans	$	[                  ]	$	[                  ]
Total Bridge Loan Commitment	$	[                  ]	$	[                  ]
[ASSIGNEE]
Total LC Commitment	$	[                  ]	$	[                  ]
Total Term Loan Commitment	$	[                  ]	$	[                  ]
Term Loans	$	[                  ]	$	[                  ]
Total Bridge Loan Commitment	$	[                  ]	$	[                  ]

Exhibit N

13

EXHIBIT A
to Assignment Agreement

ADDRESS FOR NOTICES

[ASSIGNOR][ADDRESS]
Tel: [                        ]
Fax: [                        ]
Attn:  [                        ]

[ASSIGNEE][ADDRESS]
Tel: [                        ]
Fax: [                        ]
Attn:  [                        ]

[ASSIGNEE][ADDRESS]
Tel: [                        ]
Fax: [                        ]
Attn:  [                        ]

Exhibit N

14

EXHIBIT O

to Financing Agreement

FORM OF O&M LC

(See Tab      )

Exhibit O

1

EXHIBIT P

to Financing Agreement

FORM OF DEBT SERVICE RESERVE LC

(See Tab      )

Exhibit P

1

EXHIBIT Q-1

FORM OF ENERGY HEDGE LC

(See Tab      )

Exhibit Q-1

1

EXHIBIT Q-2

FORM OF REC CONTRACT LC

(See Tab      )

Exhibit Q-2

1

EXHIBIT R

FORM OF WORKING CAPITAL LC

(See Tab      )

Exhibit R

1

EXHIBIT S

FORM OF NOTICE OF LC ACTIVITY LC

BNP Paribas

Trade Finance Services

787 7th Avenue

Equitable Building

New York, NY  10022

(201) 850-6573: (201) 850-4021  e-mail: NYTFSTANDBY@americas.bnpparibas.com       Standby no.         (For Bank Use)

APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT (Page 1 of 104)

If using this form electronically, you should tab between fields or DOUBLE-click them with your mouse.  Check boxes can be marked by hitting your space bar.  Please see guidelines for completing this application on page 2.

Subject to our Continuing Letter of Credit Agreement, Reimbursement Agreement or other document in connection with the reimbursement of standby letters of credit, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, (the “Agreement”) with you, please issue an Irrevocable Standby Letter of Credit (the “Standby”) substantially as set forth below, and:

o send the original Standby directly to the Beneficiary

o send the original Standby to the Advising Bank/Foreign Bank indicated below (for delivery to the Beneficiary) (2)

by       o cable (SWIFT/telex/cablegram)          o courier             o other:

o(Local Guarantee) Please issue your Standby in an acceptable format(3) (as a counter guarantee) in favor of the Foreign Bank indicated below (or your affiliated office or correspondent bank, if none indicated) and request that they issue a local guarantee/bond/standby substantially as set forth below and/or in the attached specimen .  We recognize and agree that we will pay all charges imposed by this Foreign Bank for the local guarantee/bond/standby in addition to your own charges for the Standby that you issue even if such bank is chosen by you and even if such bank is an affiliated office of yours.

Please make the Standby subject to: o Uniform Customs and Practices for Documentary Credits (UCP)

o the International Standby Practices (ISP)

Advising Bank / Foreign Bank (full name, address and swift address)	Applicant (name & address to appear in Standby) (4)
Beneficiary (full name and address) of Standby or Local Guarantee(5)	Amount, in words (U.S. dollars unless otherwise indicated and approved by BNP Paribas)
	Expiry Date of your Standby (month in words, day, year) Place of Expiry of your Standby, if not our offices:
Attn:	Expiry date of Local Guarantee/Bond/Standby(6)

Exhibit S

1

(applicable only if Local Guarantee is required)

[Per regulatory requirements, please provide below a general description of the underlying transaction to enable proper classification of the Standby. This is for bank use only and will not be part of the Standby text.]

The purpose of this Standby is:

oFormat of Standby, documents required and other instructions to be substantially per attachment(s), which form an integral part of this application. (Note: All attachments should also be signed by the Applicant.)

Payment to be available to the Beneficiary against presentation of:

o  Beneficiary’s signed and dated statement stating the amount claimed and reading as follows:

Other documents (if any), specify issuer(s) and data content:

o(Evergreen / auto-extension clause)  Please include language in the Standby which causes the Expiry Date to automatically, without amendment/notification, be extended for additional periods of                                  ( number of months) at a time unless you notify the Beneficiary (or Foreign Bank) at least             days prior to the then-current Expiry Date of your election not to allow further automatic extensions.  Please include an ultimate/final expiry date of                                               , and if such date is not scheduled to be the last day of any such additional period, then unless you have given notice of your election not to allow any further automatic extensions the final such additional period shall be for the stub period shorter than the other additional periods and ending on such ultimate/final expiry date (optional).

II.ADDITIONAL CONDITIONS:

o Partial drawings are prohibited (permitted if not marked)

o Multiple drawings are prohibited (permitted if not marked)

o The Standby should be made transferable (not transferable if not marked)

o All bank charges other than those of the issuing bank are for the account of the Beneficiary (for Applicant if not marked)

o Other

Confirmation of the Standby:

o not requested

o requested

o authorized if requested by Beneficiary

Original Standby to be delivered to (provide name, address and attention party, if other than Beneficiary)(2):

Attn:

Exhibit S

2

We hereby request BNP Paribas to issue and process the Standby subject to the terms and provisions of this Application.  We hereby confirm that all of the representations and warranties contained in the Agreement are true and correct on the date hereof, and will be true and correct on the date of the issuance of the Standby requested hereby, and that no default or event of default under the Agreement has occurred or will have occurred and be continuing on such date.  If BNP Paribas agrees that the Standby be subject to local law in the country or state of the Beneficiary (other subject to the laws of any other jurisdiction other than New York), then, in addition to (and not as a limitation of) our other obligations to BNP Paribas in respect to the Standby, we agree (in addition to our reimbursement obligations and indemnities under the Agreement) to further reimburse you, indemnify you, and hold you harmless from and against any and all liabilities, claims, losses, obligations, costs or expenses (including attorney’s fees and court costs) (the foregoing amounts are collectively referred to as “Losses”) that arise or that you incur in connection with such choice of law, including all Losses associated with an obligation to make payment after the stated Expiry Date of the Standby and/or the local guarantee.  In the event we request and you agree that the Standby, or any part thereof, be issued in a foreign language, then we agree to indemnify you from any and all Losses associated with errors in translation of the Standby or any documents presented thereunder. We agree that a fax of a signed Application shall be as binding upon us as delivery of a signed original Application.

Applicant’s Name:

(party against whose Agreement the Standby is to be issued / the obligor)(4)

Authorized Signature                                                  Date

Name (in print)

Phone No.:                                             Fax No.:

Instructions/Notes:

(1)If the proper arrangements have been made, applications and inquiries may be submitted by fax or e-mail to the addresses listed.

(2)Once issued, a standby letter of credit cannot be cancelled without the agreement of the Beneficiary.

(3)If the standby letter of credit requested is to act as a counter-guarantee in favor of another bank with a request for that bank to issue their local guarantee/bond/standby, the counter-guarantee standby may be payable solely against the Foreign Bank’s simple demand stating that they have been drawn upon by the ultimate Beneficiary under the local guarantee/bond/standby that they issued.

(4)If permitted by BNP Paribas, the party referred to as “Applicant” in the Standby does not have to be the party actually applying for the Standby.  The party signing the application for the Standby must be the party who executed the Agreement and who is responsible for reimbursing BNP Paribas for payments.  For the Beneficiary’s reference, someone else may be called the “Applicant” in the Standby. Where the party to be referred to as “Applicant” in the Standby is not the party actually applying for the Standby, please furnish to BNP Paribas a signed consent acceptable to BNP Paribas from such party consenting to its being referred to in the Standby as “Applicant”.

(5)To avoid delay in delivery to the appropriate party and enable delivery by courier/messenger, please provide the street address of the Beneficiary and an attention party.  If you do not wish this information to appear in the Standby or if delivery is to be to a different address from that in the Standby, provide delivery instructions below the Additional Conditions section.

(6)The expiry date of the local guarantee/bond/standby must be at least 15 days earlier than the expiry of the counter-guarantee Standby. Circumstances vary and longer periods may be required in certain countries.

Exhibit S

3

EX-10.28

Exhibit 10.28

Execution Version

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

UPC HAWAII WIND PARTNERS II, LLC

a Delaware Limited Liability Company

dated as of August 16, 2007

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1.	Definitions	2
ARTICLE II
CONTINUATION; OFFICES; TERM
Section 2.1.	Continuation of the Company	2
Section 2.2.	Name, Office and Registered Agent	2
Section 2.3.	Purpose	3
Section 2.4.	Term	3
Section 2.5.	Organizational and Fictitious Name Filings; Preservation of Limited Liability	3
Section 2.6.	No Partnership Intended	4
ARTICLE III
RIGHTS AND OBLIGATIONS OF THE MEMBERS
Section 3.1.	Membership Interests	4
Section 3.2.	Actions by the Members	5
Section 3.3.	Management Rights	6
Section 3.4.	Other Activities	6
Section 3.5.	No Right to Withdraw	7
Section 3.6.	Limitation of Liability of Members; Standard of Care	7
Section 3.7.	Liability for Deficits	9
Section 3.8.	Company Property	10
Section 3.9.	Retirement, Resignation, Expulsion, Incompetence, Bankruptcy or Dissolution of a Member	10
Section 3.10.	Withdrawal of Capital	10
Section 3.11.	Representations and Warranties	10
Section 3.12.	Covenants	12
ARTICLE IV
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

i

TABLE OF CONTENTS

(continued)

Section 4.1.	Capital Contributions	12
Section 4.2.	Capital Accounts	12
ARTICLE V
ALLOCATIONS
Section 5.1.	Allocations	14
Section 5.2.	Adjustments	14
Section 5.3.	Tax Allocations	15
Section 5.4.	Transfer or Change in Company Interest	16
ARTICLE VI
DISTRIBUTIONS
Section 6.1.	Distributions	16
Section 6.2.	Withholding Taxes	17
Section 6.3.	Limitation upon Distributions	17
Section 6.4.	No Return of Distributions	18
Section 6.5.	Calculation of Internal Rate of Return	18
ARTICLE VII
ACCOUNTING AND RECORDS
Section 7.1.	Approved Budget	20
Section 7.2.	Books and Records and Inspection	21
Section 7.3.	Partnership Status and Tax Elections	22
Section 7.4.	Company Tax Returns	22
Section 7.5.	Tax Audits	23
Section 7.6.	Cooperation	25
Section 7.7.	Fiscal Year	25
ARTICLE VIII
MANAGEMENT
Section 8.1.	Management	25
Section 8.2.	Managing Member	26

ii

TABLE OF CONTENTS

(continued)

Section 8.3.	Major Decisions	27
Section 8.4.	Insurance	27
Section 8.5.	Notice of Related Party; Notice of Power Purchase Agreement	27
ARTICLE IX
TRANSFERS
Section 9.1.	Prohibited Transfers	28
Section 9.2.	Conditions Applicable to All Transfers	29
Section 9.3.	Change of Member Control	31
Section 9.4.	[Reserved.]	31
Section 9.5.	Certain Permitted Transfers	31
Section 9.6.	Right of First Bid	32
Section 9.7.	Drag Along Rights	33
Section 9.8.	Tag Along Rights	33
Section 9.9.	Flip Purchase Option	34
Section 9.10.	Replacement of Class B Members	35
Section 9.11.	Buyout Events	37
Section 9.12.	Regulatory and Other Authorizations and Consents	40
Section 9.13.	Admission	41
Section 9.14.	Security Interest Consent	41
ARTICLE X
DISSOLUTION AND WINDING-UP
Section 10.1.	Events of Dissolution	42
Section 10.2.	Distribution of Assets	42
Section 10.3.	In-Kind Distributions	43
Section 10.4.	Certificate of Cancellation	43
ARTICLE XI
GENERAL INDEMNITY
Section 11.1.	Indemnification by the Class A Member	44

iii

TABLE OF CONTENTS

(continued)

Section 11.2.	Indemnification of Class A Members by the Company	45
Section 11.3.	Procedures for Indemnity Obligation	45
Section 11.4.	Member Indemnification Procedures	47
Section 11.5.	After Tax Basis	49
ARTICLE XII
MISCELLANEOUS
Section 12.1.	Notices	50
Section 12.2.	Amendment	50
Section 12.3.	Partition	50
Section 12.4.	Waivers and Modifications	50
Section 12.5.	Severability	51
Section 12.6.	Successors; No Third-Party Beneficiaries	51
Section 12.7.	Entire Agreement	51
Section 12.8.	Governing Law	51
Section 12.9.	Further Assurances	52
Section 12.10.	Counterparts	52
Section 12.11.	Dispute Resolution	52
Section 12.12.	Confidentiality	53
Section 12.13.	Joint Efforts	54
Section 12.14.	Specific Performance	55
Section 12.15.	Survival	55
Section 12.16.	Working Capital Loans; Letter of Credit Reimbursement Obligations	55
Section 12.17.	Effective Date	55
Section 12.18.	Recourse Only to Member	56

ANNEX I	Definitions
ANNEX II	Class B Membership Interests
SCHEDULES

iv

TABLE OF CONTENTS

(continued)

Schedule 1	Project Company and Project
Schedule 2-A	Approved Transferees
Schedule 2-B	Prohibited Transferee Parties
Schedule 3.4(b)	Expansion Projects Area
Schedule 4.2(d)	Initial Capital Accounts
Schedule 8.4	Insurance Requirements
Schedule 9	Transfer Representations and Warranties
Schedule 9.10(c)	Organic Transaction Buyout Values

EXHIBITS

Exhibit A	Form of Certificate for Class A Membership Interest
Exhibit B	Form of Certificate for Class B Membership Interest
Exhibit C	Base Case Model
Exhibit D	Form of Working Capital Loan Note
Exhibit E	Form of Build-Out Agreement
Exhibit F	Initial Operating Budget

v

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

UPC HAWAII WIND PARTNERS II, LLC

Amended And Restated Limited Liability Company Agreement (this “Agreement”) of UPC Hawaii Wind Partners II, LLC, a Delaware limited liability company (the “Company”), dated as of August 16, 2007 (the “Effective Date”), by and among UPC Hawaii Wind Partners, LLC, a Delaware limited liability company (“UPC Hawaii”), JPM Capital Corporation, a Delaware corporation (“JPMCC”), JPM Wind Investments LLC, a Delaware limited liability company (“JPM Wind”, and together with JPMCC, the Purchasers”, and each, a Purchaser”).

Preliminary Statements

1.The Company was formed as a limited liability company under the laws of the State of Delaware by the filing of a certificate of formation with the Secretary of State of the State of Delaware on October 7, 2004 (the “Certificate of Formation”), and, before giving effect to this Agreement, has been governed by the Limited Liability Company Agreement of the Company, dated as of October 7, 2004, executed by UPC Hawaii as the sole member of the Company (the “Original Operating Agreement”).

2.The Company owns 100% of the membership interests in Kaheawa Wind Power, LLC (the “Project Company”), and the Project Company owns and operates a 30-megawatt wind farm on the island of Maui in Hawaii that reached commercial operation on June 22, 2006 (the “Project”), as further described on Schedule 1.

3.In order to facilitate the sale of a portion of its membership interest in the Company, UPC Hawaii caused the membership interests in the Company to be divided into Class A Membership Interests and Class B Membership Interests pursuant to the First Amendment to the Original Operating Agreement, dated as of August 6, 2007, and the Second Amendment to the Original Operating Agreement, dated as of August 15, 2007.

4.Pursuant to the Agreement for Purchase of Membership Interests among the Company, UPC Hawaii and the Purchasers, dated as of August 16, 2007 (the “Purchase Agreement”), UPC Hawaii sold 100% of the Class B Membership Interests to the Purchasers;

5.UPC Hawaii and the Purchasers desire for the Purchasers to be admitted as

Members and for the Original Operating Agreement, as amended, to be amended and restated as stated herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree, notwithstanding any contrary provision of the Original Operating Agreement or this Agreement, as of the Effective Date, that:

A.the issuance by the Company of Class B Membership Interests as provided herein, and the sale of Class B Membership Interests by UPC Hawaii to the Purchasers as provided in the Purchase Agreement, are deemed effective;

B.the Purchasers are admitted as Members of the Company, holding all of the outstanding Class B Membership Interests of the Company in the amounts and percentages next to their names in Annex II;

C.UPC Hawaii continues as a Member of the Company, holding all of the outstanding Class A Membership Interests;

D.UPC Hawaii and the Purchasers are the sole Members of the Company; and

E.the Original Operating Agreement, as amended, is amended and restated in its entirety as provided in this Agreement.

ARTICLE I

DEFINITIONS

Section 1.1.           Definitions. Capitalized terms used but not otherwise defined in this Agreement have the meanings given to such terms in Annex I.

ARTICLE II

CONTINUATION; OFFICES; TERM

Section 2.1.           Continuation of the Company. The Members hereby acknowledge the continuation of the Company as a limited liability company pursuant to the Act, the Certificate of Formation and this Agreement.

Section 2.2.           Name, Office and Registered Agent.

(a)The name of the Company is “UPC Hawaii Wind Partners II, LLC” or such other name or names as the Managing Member may select; provided that in the

2

event of a change in name, the Managing Member shall notify the Members of such name change promptly thereafter. The principal office of the Company shall be located at the following address: c/o UPC Wind Management, LLC, 85 Wells Avenue, Suite 305, Newton, Massachusetts 02459. The Managing Member may at any time change the location of such office to another location, provided that the Managing Member gives prompt written notice of any such change to the registered agent of the Company.

(b)The registered office of the Company in the State of Delaware is located at c/o Agents and Corporations, Suite 600, One Commerce Center, 1201 Orange Street, P.O. Box 511, Wilmington, Delaware 19889-0511. The registered agent of the Company for service of process at such address is Agents and Corporations. The registered office and registered agent may be changed by the Managing Member at any time in accordance with the Act provided that the Managing Member gives prompt written notice of any such change to all Members. The registered agent’s primary duty as such is to forward to the Company at its principal office and place of business any notice that is served on it as registered agent.

Section 2.3.           Purpose. The nature of the business or purpose to be conducted or promoted by the Company is: (i) to acquire, own, hold or dispose of the membership interests in the Project Company and the Project; (ii) to engage in the transactions contemplated by the Transaction Documents; (iii) to engage, through subsidiaries, in the business of generating and supplying electricity from the Project, and (iv) to engage in any lawful act or activity, enter into any agreement and to exercise any powers permitted to limited liability companies organized under the Act that are incidental to or necessary, suitable or convenient for the accomplishment of the purposes specified above.

Section 2.4.           Term. The term of the Company commenced on October 7, 2004 and shall continue until December 31, 2057, or until such earlier date that the Company is dissolved in accordance with the terms hereof or as otherwise provided by law (the “LLC Agreement Termination Date”).

Section 2.5.           Organizational and Fictitious Name Filings; Preservation of Limited Liability. The Managing Member shall cause the Company to register as a foreign limited liability company and file such fictitious or trade names, statements or certificates in such jurisdictions and offices as are necessary or appropriate for the conduct of the Company’s operation of its business. The Managing Member may take any and all other actions as may be reasonably necessary or appropriate to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of Delaware and any other state or jurisdiction other than Delaware in which the Company engages in business and continue the Company as a limited liability company and to protect the limited liability of the Members as contemplated by the Act.

3

Section 2.6.           No Partnership Intended. The Members intend that the Company not be a partnership, limited partnership, joint venture or other arrangement other than for income tax purposes, and this Agreement shall not be construed to suggest otherwise.

ARTICLE III

RIGHTS AND OBLIGATIONS OF THE MEMBERS

Section 3.1.           Membership Interests.

(a)The Membership Interests comprise 1,500 Class A Membership Interests and 1,500 Class B Membership Interests.

(b)The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Manager to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Manager to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property.

(c)The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that the Manager may record in the register of Membership Interests any security interest of a secured party pursuant to any security interest permitted by this Agreement.

(d)If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

4

Section 3.2.            Actions by the Members.

(a)Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member.

(b)Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

(c)The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members; provided that in the event that a quorum is not present or otherwise represented at a meeting of the Members duly called in accordance with this Section 3.2, the Members present at such meeting shall have the power to adjourn such meeting and to call another meeting no fewer than 10 days nor more than 15 days from such meeting (and notice thereof shall be promptly provided to all Members by the Managing Member) and the Members present at such second meeting shall constitute a quorum, provided, that there is at least one Class A Member and at least one Class B Member present at such second meeting.

(d)Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing Member, to each Member of record entitled to vote at such meeting not less than five Business Days nor more than 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy.

(e)Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all

5

Members and all actions by written consent shall be filed with the minute books of the Company.

(f)Each Class A Membership Interest and each Class B Membership Interest shall be entitled to one vote for purposes of any vote, consent or approval of Members required under this Agreement or the Act. With respect to those matters required or permitted to be voted upon by the Members, or for which a consent or approval of Members is required or permitted, the affirmative vote, consent or approval of (i) the Class A Members owning 50% or more of the outstanding Membership Interests (based on the voting power of such Class A Membership Interests) and (ii) the Class B Members owning 50% or more of the outstanding Membership Interests (based on the voting power of such Class B Membership Interests) (such cumulative vote being a “Majority Vote”) shall be required to authorize or approve any such matter; provided that for Major Decisions prior to the Flip Date, the affirmative vote, consent or approval of Members owning more than 90% of the outstanding Membership Interests (based on the voting power of such Membership Interests) shall be required to authorize or approve such Major Decision in addition to any other approval otherwise required by this Agreement or the Act (a “Super-Majority Vote”); provided further, that, following the Flip Date, the approval of (A) the Members representing a Super-Majority Vote shall be required for Special Major Decisions and (B) the Members representing a Majority Vote shall be required for the other Major Decisions. Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of either Class A Members acting as a class, or Class B Members acting as a class, shall be required to authorize or approve any matter for which a vote, consent or approval of Members is required under this Agreement.

Section 3.3.            Management Rights. No Member other than the Managing Member shall have any right, power or authority to take part in the management or control of the business of, or transact any business for, the Company, to sign for or on behalf of the Company or to bind the Company in any manner whatsoever. Except as otherwise provided herein, neither the Managing Member nor the Manager shall hold out or represent to any third party that any other Member has any such power or right or that any Member is anything other than a member in the Company. A Member shall not be deemed to be participating in the control of the business of the Company by virtue of its possessing or exercising any rights in this Agreement or the Act or any other agreement relating to the Company.

Section 3.4.            Other Activities.

(a)Notwithstanding any duty otherwise existing at law or in equity, any Member or the Manager may engage in or possess an interest in other business ventures of every nature and description, independently or with others, even if such activities

6

compete directly with the business of the Company, and neither the Company nor any of the Members shall have any rights by virtue of this Agreement in and to such independent ventures or any income, profits or property derived from them. Subject to the generality of the foregoing, the Members recognize and agree that they and their respective Affiliates currently engage in certain activities involving the generation, transmission, distribution, marketing and trading of electricity and other energy products (including futures, options, swaps, exchanges of future positions for physical deliveries and commodity trading), and the gathering, processing, storage and transportation of such products, as well as other commercial activities related to such products, and that these and other activities by Members and their Affiliates (herein referred to as “Outside Activities”) may be made possible or more profitable by reason of the Company’s activities. The Members agree that (A) no Member or Affiliate of a Member shall be restricted in its right to conduct, individually or jointly with others, for its own account any Outside Activities, other than any activity which would cause a Member to become a Related Person, and (B) no Member or its Affiliates shall have any duty or obligation, express or implied, to account to, or to share the results or profits of such Outside Activities with, the Company, any other Member or any Affiliate of any other Member, by reason of such Outside Activities.

(b)The Members and the Company agree that UPC and MN and their Affiliates shall have the right to build additional wind projects (each, an “Expansion Project”) in the areas around the Project site described in Schedule 3.4(b), which Expansion Projects shall have the right to use the Shared Facilities; provided that the Company, UPC, MN and any Affiliate of either of them that undertakes to build an Expansion Project, shall enter into a build-out agreement in substantially the form of Exhibit E (together with any changes agreed to among the parties thereto); provided further that the Members, the Company and the Project Company shall have no liability for the wind effect of the Project on any Expansion Project. The Members further agree that each of UPC, MN and any Affiliate of either of them that undertakes to build an Expansion Project shall be a third-party beneficiary of this Section 3.4(b) and shall have the right to enforce the provisions of this Section 3.4(b) against the Members and the Company.

Section 3.5.            No Right to Withdraw.  Except as otherwise provided in Section 9.6, no Member shall have any right to resign voluntarily or otherwise withdraw from the Company without the prior written consent of each of the remaining Members of the Company in their sole and absolute discretion.

Section 3.6. Limitation of Liability of Members; Standard of Care.

(a)Anything in this Agreement to the contrary notwithstanding, the Managing Member does not guarantee any Tax Credits or any outcome or event or that the

7

Company will in fact comply with any applicable legal or contractual obligation. Notwithstanding the foregoing, the Managing Member shall be required to perform its duties and obligations hereunder (i), in instances not involving the direct or indirect operation and management of the Project and the Company, in good faith and in a manner reasonably believed to be in the best interest of the Company and (ii) in accordance with the Prudent Operator Standard. The Members shall be required to perform their duties and obligations hereunder in good faith.

(b)Each Member’s liability shall be limited as described in the Act and other applicable Legal Requirements. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Members of the Company shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member of the Company. In respect of any specific matter or circumstance requiring interpretation, application, or enforcement of Material Contracts, the Managing Member may rely on the advice of legal counsel and qualified industry consultants engaged to advise the Managing Member or the Company with respect to such matter or circumstance. The Managing Member shall have no liability to the Company or any Member in respect of any election made in good faith pursuant to Section 7.3. In no event shall any Member or the Manager be liable under this Agreement to another Member for any lost profits of, or any consequential, punitive, special or incidental damages incurred by, such Member arising from a breach of this Agreement, provided that this shall in no way limit any such liability of a Member or the Manager to another Member under any other Transaction Document; provided, however, that to the extent Tax Credits are lost as a result of breach of the Managing Member’s duties, the value of such lost Tax Credits shall not constitute consequential damages, whether or not the underlying loss of production constitutes consequential damages for which no recovery hereunder is permitted.

(c)Each of the Members shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is a Member, the Manager or any officer or employee of the Company, or by any other individual as to matters the Members reasonably believe are within such other individual’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution to the Members might properly be paid.

(d)To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwise, has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member or other Person bound

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by this Agreement, such Member, acting under this Agreement shall not be liable to the Company or to any Member or other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement; provided that this Section 3.6(c) shall not be construed to limit obligations or liabilities therefor, in each case as expressly stated in this Agreement or any other Transaction Document. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, in its capacity as a member or manager of the Company or otherwise, are agreed by the Members to replace such other duties and liabilities of such Member otherwise existing at law or in equity.

(e)UPC Hawaii, in its capacity as a Member or Managing Member, shall not have any liability for breach of contract (except as provided in (i) and (ii) below) or breach of duties (including fiduciary duties) of a member or manager to the Company or to any other Person that is a party to or is otherwise bound by this Agreement, in each case, to the fullest extent permitted by the Act; provided that this Agreement shall not limit or eliminate liability for any (i) obligations expressly imposed on UPC Hawaii, as a Member or Managing Member, pursuant to this Agreement or any other Transaction Document or (ii) act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. The Managing Member, in its capacity as the Managing Member, shall have no liability to the Company or to the other Members for actions taken, or decisions not to act taken, with the approval of the Members representing a Super-Majority Vote prior to the Flip Date and, following the Flip Date, with the approval of (A) the Members representing a Super-Majority Vote for Special Major Decisions and (B) the Members representing a Majority Vote for the other Major Decisions; provided that the Managing Member shall not be excused from liability hereunder for such actions, or decisions not to act, that are performed in a negligent manner. The Managing Member shall have no liability resulting from any economic losses, reduced Project Company revenues or reduced generation of electricity at the Project resulting solely from the actual level of wind resource available at the Project at any given time.

(f)The Managing Member shall not have any liability to the Company, any Class B Member or any other Person bound by this Agreement for damages resulting from a breach or breaches by (i) the Manager of any of its obligations, covenants or agreements under the Management Services Agreement or (ii) by the Operator of any of its obligations, covenants or agreements under the O&M Agreement, except to the extent that it is finally determined by a court of competent jurisdiction (not subject to appeal) that the Managing Member failed to perform its supervisory obligations hereunder with respect to the Management Services Agreement or the O&M Agreement in accordance with the Prudent Operator Standard.

Section 3.7.            Liability for Deficits. None of the Members shall be liable to the Company for any deficit in its Capital Account, nor shall such deficits be deemed assets

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of the Company, except to the extent otherwise provided by law with respect to third-party creditors of the Company.

Section 3.8.            Company Property. All property owned by the Company, whether real or personal, tangible or intangible and wherever located, shall be deemed to be owned by the Company, and no Member, individually, shall have any ownership of such property.

Section 3.9.            Retirement, Resignation, Expulsion, Incompetence, Bankruptcy or Dissolution of a Member. The retirement, resignation, expulsion, Bankruptcy or dissolution of a Member shall not, in and of itself, dissolve the Company. The successors in interest to the bankrupt Member shall, for the purpose of settling the estate, have all of the rights of such Member, including the same rights and subject to the same limitations that such Member would have had under the provisions of this Agreement to Transfer its Membership Interest. A successor in interest to a Member shall not become a substituted Member except as provided in this Agreement.

Section 3.10.          Withdrawal of Capital. No Member shall have the right to withdraw capital from the Company or to receive or demand distributions (except distributions described in Article VI) or return of its Capital Contributions until the Company is dissolved in accordance with this Agreement and applicable provisions of the Act. No Member shall be entitled to demand or receive any interest on its Capital Contributions.

Section 3.11.          Representations and Warranties.

(a)Each Member hereby represents and warrants to the Company and each other Member that the following statements are true and correct as of the date it becomes a Member (both immediately before and after the time it becomes a Member):

(i)That the Member is duly incorporated, organized or formed (as applicable), validly existing, and (if applicable) in good standing under the law of the jurisdiction of its incorporation, organization of formation; that such Member is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of incorporation, organization or formation; and that such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery, and performance of this Agreement by that Member have been duly taken.

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(ii)That the Member has duly executed and delivered this Agreement and the other documents contemplated herein, and they constitute the legal, valid and binding obligation of that the Member enforceable against it in accordance with their terms (except as may be limited by Bankruptcy, insolvency or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity).

(iii)That the Member’s authorization, execution, delivery, and performance of this Agreement does not and will not (i) conflict with, or result in a breach, default or violation of, (A) the organizational documents of such Member, (B) any contract or agreement to which that the Member is a party or is otherwise subject, or (C) any law, rule, regulation, order, judgment, decree, writ, injunction or arbitral award to which that the Member is subject, except if any such violation would not reasonably be expected to have a Material Adverse Effect; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied, except that JPMorgan Chase & Co., of which JPMCC is a wholly owned indirect subsidiary, may be required to file a report pursuant to 12 CFR 225.175(c)(2) with the Board of Governors of the Federal Reserve System.

(iv)That the Member is a United States Person.

(v)That the Member is an Unrelated Person.

(vi)That either (i) no part of the aggregate Capital Contribution made by that Member, constitutes assets of any “employee benefit plan” within the meaning of Section3(3) of the Employee Retirement Income Security Act of 1974, as amended, or other “benefit plan investor” (as defined in U.S. Department of Labor Reg. §§2510.3-101 et seq.) or assets allocated to any insurance company separate account or general account in which any such employee benefit plan or benefit plan investor (or related trust) has any interest or (ii) the source of the funding used to pay the Capital Contribution made by that Member is an “insurance company general account” within the meaning of Department of Labor Prohibited Transaction Exemption 95-60, issued July 12, 1995, and there is no employee benefit plan, treating as a single plan all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan exceeds ten percent (10%) of the total reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the National Association of Insurance Commissioners “Annual Statement” filed with such Member’s state of domicile.

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(b)It is expressly understood and agreed that all representations and warranties in this Section 3.11 shall terminate upon the termination of the Company; provided, however, that any representations and warranties that relate to income taxes shall survive until the 90 days after the end of the applicable statute of limitations (including extensions thereto).

Section 3.12.          Covenants.

(a)Each Member hereby covenants to the Company and each other Member that it will continue to be a United States Person.

(b)Each Class B Member agrees to cooperate with the Company and the Managing Member in order to make any filings with FERC that are reasonably necessary in order to ensure that the Company remains in compliance with or exempt from, the Federal Power Act and FERC rules and regulations thereunder.

(c)The Class A Member agrees to notify each Class B Member within five Business Days of becoming aware of a breach by the Class A Member, the Company or the Project Company or any of their respective Affiliates under the Purchase Agreement, this Agreement or any Material Contract.

ARTICLE IV

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 4.1.            Capital Contributions. No Member will be required to make any Capital Contributions except those that it is deemed to make for income tax purposes on the Closing Date.

Section 4.2.            Capital Accounts.

(a)A capital account will be established and maintained for each Member. If there is more than one Member in a class, then each of the Members in that class will have a separate Capital Account.

(b)A Member’s Capital Account will be increased by (i) the amount of money the Member contributes to the Company, (ii) the net value of any property the Member contributes to the Company (i.e., the fair market value of the property net of liabilities secured by the property that the Company is considered to assume or take subject to under Section 752 of the Code), and (iii) the income and gain the Member is allocated by the Company, including any income and gain that are exempted from tax. A Member’s Capital Account will be decreased by (iv) the amount of money distributed to the Member by the Company, (v) the net value of any property distributed to the Member by

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the Company (i.e., the fair market value of the property net of liabilities secured by the property that the Member is considered to assume or take subject to under Section 752 of the Code), (vi) any expenditures of the Company described in Section 705(a)(2)(B) of the Code (i.e., that cannot be capitalized or deducted in computing taxable income) that are allocated to the Member; and (vii) losses and deductions that are allocated to the Member.

(c)The Company’s property will be revalued, and the Capital Accounts of the Members will be reset to reflect that revaluation as directed by Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to the following events: (i) if any new or existing Member makes a Capital Contribution in exchange for a new or additional Membership Interest, (ii) if money or other property is distributed by the Company to a Member to redeem its Membership Interest, or (iii) if the Company is liquidated.

(d)For federal income tax purposes, the initial Class B Members will be treated as acquiring undivided interests in the Project on the Closing Date and the initial Class A Member will be treated as retaining an undivided interest, and each of them will be treated as contributing the undivided interest that it owns to the Company. The initial Capital Account balances and Capital Interest of each Member, and the “inside” basis that the Company will have in the Project, on the Closing Date are shown in Schedule 4.2(d).

(e)The Managing Member will update Schedule 4.2(d) from time to time as necessary to reflect accurately the information therein. Any such updating will be consistent with how this Article IV requires that the Capital Accounts be maintained. Any reference in this Agreement to Schedule 4.2(d) will be treated as a reference to Schedule 4.2(d) as amended and in effect from time to time.

(f)If all or a portion of a Membership Interest in the Company is Transferred in accordance with the terms of this Agreement, then the transferee will succeed to the Capital Account of the transferor to the extent it relates to the Membership Interest so Transferred.

(g)The provisions of this Agreement relating to maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b), and will be interpreted and applied in a manner consistent with such Treasury Regulation or any successor provision.

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ARTICLE V

ALLOCATIONS

Section 5.1.            Allocations. For purposes of maintaining Capital Accounts, after giving effect to Section 5.2, all items of Company income and loss, gain, deduction and credit will be allocated among the Members as follows:

(a)for the period through the Flip Date, 100% in the aggregate to the Class B Members, distributed pro rata in proportion to the Capital Interest held by each such Class B Member;

(b)for the period beginning the day after the Flip Date and continuing through August 31, 2027, 10.70% in the aggregate to the Class B Members, distributed pro rata in proportion to the Capital Interest held by each such Class B Member, and 89.30% in the aggregate to the Class A Members, distributed pro rata in proportion to the Capital Interest held by each such Class A Member; and

(c)for the period beginning on September 1, 2027 and continuing thereafter, 5% in the aggregate to the Class B Members, distributed pro rata in proportion to the Capital Interest held by each such Class B Member, and 95% in the aggregate to the Class A Members, distributed pro rata in proportion to the Capital Interest held by each such Class A Member.

provided, however, that the State Tax Credits will be allocated entirely to the Class A Member solely to the extent it can be done without disturbing the other allocations in this Section 5.1 and the distributions set forth in Section 6.1.

Section 5.2.            Adjustments. The following adjustments will be made in the allocations in Section 5.1 to comply with Treasury Regulation Section 1.704-1(b):

(a)In any Fiscal Year in which there is a net decrease in Company Minimum Gain, income in the amount of the net decrease will be allocated to Members in the ratio required by Treasury Regulation Section 1.704-2 or any successor provision.

(b)In any Fiscal Year in which there is a net decrease in Minimum Gain Attributable to Member Nonrecourse Debt, then income in the amount of the net decrease will be allocated to each Member who was considered to have had a share of such minimum gain at the beginning of the Fiscal Year in the ratio required by Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii) or any successor provisions.

(c)No losses or deductions may be allocated to a Member to the extent the allocation would lead or add to a deficit in the Member’s Adjusted Capital Account.

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Losses or deductions that cannot be allocated to a Member by reason of this Section 5.2(c) will be allocated to the other Members, subject to the limitation in the preceding sentence.

(d)In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), gross income will be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit in the Member’s Adjusted Capital Account as quickly as possible. However, an allocation will be made under this Section 5.2(d) only if and to the extent that the Member would have a deficit in its Adjusted Capital Account after all other allocations provided for in Sections 5.1 and 5.2 have been tentatively made as if this Section 5.2(d) were not in this Agreement.

(e)In the event that any Member has a deficit in its Adjusted Capital Account at the end of any Fiscal Year after all the other allocations in Sections 5.1 and 5.2 have been taken into account, then the Member will be specially allocated items of Company income and gain as quickly as possible to eliminate the deficit.

(f)The allocations in this Section 5.2 are required to comply with the Treasury Regulations. To the extent the Company can do so consistently with the Treasury Regulations, the net amount of the allocations under Article V and Section 10.2 to each Member will be the net amount that would have been allocated to each Member if this Agreement did not have Section 5.2.

Section 5.3.            Tax Allocations.

(a)All allocations of tax items of Company income, gain, deductions and losses for each Fiscal Year will be allocated in the same proportions as the allocations of book items of Company income, gain, deductions and losses were made for such Fiscal Year pursuant to Sections 5.1 and 5.2.

(b)Notwithstanding Section 5.3(a), if, as a result of contributions of property by a Member to the Company or an adjustment to the Gross Asset Value of Company assets pursuant to this Agreement, there exists a variation between the adjusted basis of an item of Company property for federal income tax purposes and as determined under the definition of Gross Asset Value, then allocations of income, gain, loss, and deduction will be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value using the remedial method in Treasury Regulation Section 1.704-3(d).

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(c)Allocations pursuant to this Section 5.3 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of income, gain, deductions or losses or distributions pursuant to any other provision of this Agreement.

(d)To the extent that an adjustment to the adjusted tax basis of any Company asset is made pursuant to Section 743(b) of the Code as the result of a purchase of a Membership Interest in the Company, any adjustment to the depreciation, amortization, gain or loss resulting from such adjustment shall affect the transferee only and shall not affect the Capital Account of the transferor or transferee. In such case, the transferee shall be required to agree to provide to the Company (i) information about the allocation of any step-up or step-down in basis to the Company’s assets and (ii) the depreciation or amortization method for any step-up in basis to the Company’s assets.

Section 5.4.Transfer or Change in Company Interest. If the respective Membership Interests or allocation ratios described in this Article V of the existing Members in the Company change or if a Membership Interest is Transferred in compliance with this Agreement to any other Person (including the Transfer by UPC Hawaii to the Purchasers at Closing), then, for the Fiscal Year in which the change or Transfer occurs, all income, gains, losses, deductions, credits and other tax incidents resulting from the operations of the Company shall be allocated, as between the Members for the Fiscal Year in which the change occurs or between the transferor and transferee, by taking into account their varying interests using the proration method permitted by Treasury Regulation Section 1.706-1(c)(2)(ii), unless otherwise agreed by all the Members.

ARTICLE VI

DISTRIBUTIONS

Section 6.1.Distributions.  (a)Except as provided otherwise in this Section 6.1, Section 6.5(d), Section 6.5(e), Section 9.11(b) or Section 10.2, Distributable Cash will be distributed to the Members as follows:

(i)for the period through the Flip Date, 5% in the aggregate to the Class A Members, distributed pro rata in proportion to the Capital Interest held by each such Class A Member, and 95% in the aggregate to the Class B Members, distributed pro rata in proportion to the Capital Interest held by each such Class B Member; and

(ii)for the period beginning on the day after the Flip Date and continuing through August 31, 2027, 10.70% in the aggregate to the Class B Members, distributed pro rata in proportion to the Capital Interest held by each such Class B

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Member, and 89.30% in the aggregate to the Class A Members, distributed pro rata in proportion to the Capital Interest held by each such Class A Member; and

(iii)for the period beginning on September 1, 2027 and continuing thereafter, 5% in the aggregate to the Class B Members, distributed pro rata in proportion to the Capital Interest held by each such Class B Member, and 95% in the aggregate to the Class A Members, distributed pro rata in proportion to the Capital Interest held by each such Class A Member; provided, however, that any State Benefits will be distributed entirely to UPC Hawaii.

(b)Distributions pursuant to this Section 6.1 will be made by the Managing Member on each Distribution Date.

Section 6.2.Withholding Taxes. If the Company is required to withhold taxes with respect to any allocation or distribution to any Member pursuant to any applicable federal, state or local tax laws, the Company may, after first notifying the Member and permitting the Member, if legally permitted, to contest the applicability of such taxes, withhold such amounts and make such payments to taxing authorities as are necessary to ensure compliance with such tax laws. Any funds withheld by reason of this Section 6.2 shall nonetheless be deemed distributed to the Member in question for all purposes under this Agreement. If the Company did not withhold from actual distributions any amounts it was required to withhold, the Company may, at its option, (i) require the Member to which the withholding was credited to reimburse the Company for such withholding, or (ii) reduce any subsequent distributions by the amount of such withholding. This obligation of a Member to reimburse the Company for taxes that were required to be withheld shall continue after such Member Transfers its Membership Interests in the Company. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist it in determining the extent of, and in fulfilling, any withholding obligations it may have.

Section 6.3.Limitation upon Distributions. No distribution shall be made: (a) if such distribution would violate any contract or agreement to which the Company is then a party or any Legal Requirement then applicable to the Company, (b) to the extent that the Managing Member determines, in accordance with the Prudent Operator Standard, that any amount otherwise distributable should be retained by the Company to pay, or to establish a reserve for the payment of, any liability or obligation of the Company or the Project Company, whether liquidated, fixed, contingent or otherwise, or to hedge an existing investment, including funding reserve accounts for spare parts and operational and maintenance costs for the Projects, or (c) to the extent that the Managing Member, in accordance with the Prudent Operator Standard, determines that the Distributable Cash is insufficient to permit such distribution.

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Section 6.4.No Return of Distributions. Any distribution of cash or property pursuant to this Agreement shall be treated as a compromise within the meaning of Section 18-502(b) of the Act and, to the full extent permitted by law, any Member receiving the payment of any such money or distribution of any such property shall not be required to return any such money or property to any Person, the Company or any creditor of the Company. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to return such money or property, such obligation shall be the obligation of such Member and not of the other Members. Without limiting the generality of the foregoing, a deficit Capital Account of a Member shall not be deemed to be a liability of such Member nor an asset or property of the Company.

Section 6.5.Calculation of Internal Rate of Return.

(a)Tracking Progress. The Managing Member will cause the Manager to calculate at least annually whether the Class B Members have reached the Target IRR and to send the Class B Members, within 120 days after the end of each Fiscal Year in which the Target IRR was not achieved, a report (the “Annual IRR Report”) showing where it believes the Class B Members are in relation to the Target IRR. The Class B Members holding a majority of the Class B Membership Interests may invoke the dispute resolution procedures in Section 12.11 to resolve any item or procedure that is in dispute, and the conclusion of such dispute resolution procedures will apply in all subsequent periods to any identical item or procedure.

(b)Notice of Date. The Managing Member will cause the Manager to notify the Class B Members in writing at least 10 days before the Distribution Date following the month in which it believes the Class B Members achieved the Target IRR or at least 30 days before making any liquidating distributions, in connection with a liquidation of the Company pursuant to Section 10.1, if it believes the Class B Members will achieve the Target IRR as a consequence of the liquidating distributions (the “Target IRR Notice”). The Target IRR Notice will include a report showing the Managing Member’s calculations and, in the case of a notice delivered in connection with a liquidation, the allocations and distributions that the Managing Member proposes to make to the Class B Members under Section 10.2 in light of the calculations. If the Class B Members holding a majority of the Class B Membership Interests wish to invoke the dispute resolution procedures in Section 12.11 to resolve any disagreements, then they must give notice to that effect to the Managing Member before the Distribution Date, in a case not involving liquidation of the Company, and within 30 days after receipt of notice from the Managing Member in a case involving liquidation.

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(c)Calculation Conventions. The Managing Member will use the following assumptions and conventions to calculate the Internal Rate of Return:

(i)It will assume that the Fixed Tax Assumptions are correct, unless they are incorrect as a result of breach of a representation or covenant by the Class A Member. In all other respects, Tax Credits and taxable income and loss of the Company for any taxable period will be calculated based on the amounts actually allocated in accordance with the federal income tax accounting methods and tax elections actually used with respect to such period by the Company in the preparation of its federal income tax reports and returns, or as adjusted on any amended return or as a result of a federal income tax audit, and taking into account any change in the Section 45 reference price. Notwithstanding anything in this Agreement to the contrary, the calculation of Tax Credits and taxable income and loss will not take into account Section 199 of the Code.

(ii)Each Class B Member will be assumed to have owned its Membership Interest since the Effective Date.

(iii)The Tax Credits and taxable income and loss of the Company will be treated as earned ratably during the Fiscal Year with the result that the Taxes on such income, gain or benefit from the Tax Credits or losses allocated to the Class B Members will be treated as having been paid or received in four equal installments on the respective estimated tax payment dates for a calendar year corporate taxpayer during the Fiscal Year, except that in the Fiscal Year in which the Flip Date occurs, the Tax Credits and taxable income or loss allocated to the Class B Members for the Pre-Flip Period will be allocated ratably to each of the four estimated tax payment dates during the Fiscal Year, and the post-Flip Date amounts will be treated similarly.

(iv)Tax savings and tax detriment will be calculated using a 35% tax rate.

(v)Each Class B Member will be treated as able to use immediately, subject to the same timing described in clause (iii), and fully the tax benefits it is allocated by the Company.

(d)End-of-Year True Up. If the federal income Tax Return that the Company files for the Fiscal Year in which the Target IRR is achieved suggests that the Target IRR was not achieved in the month the Company assumed for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) or the calculation assumptions and conventions in Section 6.5(c), then the Managing Member will cause the Manager to recalculate when the Target IRR was achieved and send a new notice to the Class B Members that will be subject to the same dispute resolution procedures in Section 12.11

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as the original notice, provided the Class B Members notify the Managing Member of their disagreement with the revised calculation within 10 days after receipt. The Managing Member will also cause the Manager to calculate the shortfall in or excess Distributable Cash, in present-value terms using the Target IRR as the discount rate, that the Class B Members received as a consequence of the earlier miscalculation (the “Cash Difference”). Once the revised calculation becomes final, the sharing percentages in Section 6.1 will be adjusted to the maximum extent necessary to correct, on a present value basis calculated at the Target IRR, the Cash Difference. The revised sharing percentages will remain in effect until the Cash Difference has been eliminated.

(e)Curative Flip Allocations. If, after filing the federal income Tax Return for the year in which the Company treated the Target IRR as having been achieved, there is a change in the taxable income or loss or Tax Credits the Company reported for the period through the end of the month in which the Target IRR was assumed to have occurred for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) or the calculation assumptions and conventions in Section6.5(c) and the Company has not yet made liquidating distributions under Section 10.2, then there will be a “Curative Flip  Allocation.” The Managing Member will cause the Manager to determine the shortfall between the Target IRR and the Internal Rate of Return the Class B Members actually achieved through the last Distribution Date the Company distributed cash under Section 6.1(a)(i). The sharing percentages in Section 6.1 will be adjusted for subsequent distributions to the maximum extent necessary to restore the Class B Members to the Target IRR as of such date. Such change in sharing percentages shall remain in effect until, and to the extent necessary so that, the difference between the Target IRR and the actual Internal Rate of Return shall have been eliminated. The Internal Rate of Return the Class B Members actually achieved will be calculated using the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) and the calculation assumptions and conventions in Section 6.5(c). If an event occurs that would have triggered a Curative Flip Allocation but for the fact that the Class A Members have already purchased the Membership Interests of the Class B Members under Section 9.5 of this Agreement, then the Class A Members will pay in cash, within 30 days of the occurrence of such event, the economic equivalent of the Curative Flip Allocation as additional purchase price for the Class B Membership Interests.

ARTICLE VII

ACCOUNTING AND RECORDS

Section 7.1.Approved Budget. The Managing Member shall prepare or cause to be prepared for each calendar year an operating budget showing the anticipated revenues and expenses of the Company and Project Company for such calendar year. The

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initial operating budget for the balance of 2007 is attached as Exhibit F. Upon the Managing Member’s approval of a proposed operating budget for the succeeding calendar year (commencing with 2008), the Managing Member shall, not later than October 10 of the current calendar year (commencing in 2007), submit the proposed operating budget for the succeeding calendar year to the Members for their review and to the Independent Engineer for its initial review of and initial comment on the adequacy of such budget, at the Company’s expense; provided that any further action by the Independent Engineer requested by one or more Class B Members collectively holding at least 50% of the Class B Membership Interests shall be undertaken at the requesting Members’ expense. Unless the Members collectively holding a Super-Majority Vote (prior to the Flip Date) or a Majority Vote (after the Flip Date) object in writing to such proposed operating budget not later than October 30, then the proposed budget shall be deemed approved by the Members (each budget as attached hereto, approved or deemed approved, an “Approved Budget”). If such Members disapprove the proposed budget, then the Managing Member shall prepare or cause to be prepared a revised budget, which shall be submitted to the Members for their approval and, upon final approval, such budget shall become an Approved Budget. To the extent that amounts relating to any items of a proposed budget are not approved, the corresponding amounts for the items in the preceding year’s budget will continue as part of the budget for such year until a more current amount for such item is approved under this Section 7.1. If a budget for any calendar year is not approved by the beginning of such calendar year, then the budget shall be the prior year’s Approved Budget until a new budget is approved. The Managing Member may from time to time during the calendar year amend the Approved Budget to increase any particular line item of the then-current Approved Budget so long as the increase in such line item does not exceed 10% (a “Material Variance”) during such year or is not a Major Decision, without the further vote or consent of the Members, and as so amended, any such budget shall be an Approved Budget. Any variances from an Approved Budget in excess of Material Variance shall require the approval of Members using the vote described in this Section 7.1 and, if so approved, each such variance shall be added to the Approved Budget, which, as so amended, shall thereafter be the Approved Budget for the year.

Section 7.2.Books and Records and Inspection.

(a)The Managing Member shall keep or cause to be kept at the principal office of the Company, or at such other location approved by the Managing Member, complete and accurate books and records of the Company in accordance with prudent business practices and minutes of the proceedings of its Members and the Managing Member, and any other books and records that are required to be maintained by Applicable Law. Such books and records shall be made available for inspection and copying during normal business hours at the principal office of the Company by any Member of the Company or any other Person authorized by such Member to inspect or

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copy such books and records, subject to the confidentiality obligations set forth in Section 12.12.

(b)The books of account of the Company shall be (i) maintained on the basis of a fiscal year that is the calendar year, (ii) maintained on an accrual basis in accordance with GAAP, and (iii) audited by the Accounting Firm at the end of each calendar year.

Section 7.3.Partnership Status and Tax Elections.

(a)The Members intend that the Company will be taxed as a partnership for federal, state and local income tax purposes. The Members agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute and agree not to elect for the Company to be treated as a corporation, or an association taxable as a corporation, under the Code or any similar state statute.

(b)The Company shall make the following elections on the appropriate Tax Returns:

(i)to the extent permitted under Section 706 of the Code, to adopt as the Company’s fiscal year the calendar year;

(ii)to adopt the accrual method of accounting;

(iii)if a distribution of the Company’s property as described in Section 734 of the Code occurs or a transfer of Membership Interest as described in Section 743 of the Code occurs, on request by notice from any Member, to elect, at such Member’s cost, pursuant to Section 754 of the Code to adjust the basis of the Company’s properties;

(iv)to elect to amortize the organizational expenses of the Company ratably over a period of 180 months as permitted by Section 709(b) of the Code; and

(v)if approved in writing by Members representing a Super-Majority Vote, any other election the Managing Member may deem appropriate.

(c)The Company shall file an election under Section 6231(a)(1)(B)(ii) of the Code and the Treasury Regulation thereunder to treat the Company as a partnership to which the provisions of Sections 6221 through 6234 of the Code apply.

Section 7.4.Company Tax Returns. The federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared as directed by the Managing Member in Consultation with the other Members. The Managing Member, in

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Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes. At the Company’s expense, the Managing Member shall cause the Company to retain the Accounting Firm to prepare or review the necessary federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns and information returns, the Managing Member shall cause the Manager to deliver to the other Members for their review a copy of the Company’s federal and state income Tax Returns and information returns in the form proposed to be filed for each Fiscal Year, and shall cause the Manager to incorporate all reasonable changes or comments to such proposed Tax Returns and information returns requested by the other Members at least ten days prior to the filing date for such returns. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Fiscal Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Section 7.5.Tax Audits.

(a)UPC Hawaii is the “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Member”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code. UPC Hawaii is directed and authorized to take whatever steps UPC Hawaii, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS, taking such other action as may from time to time be required under the Treasury Regulations and directing the Manager to take any of the foregoing actions. At the request of any other Member, the Tax Matters Member will take such action as may be necessary to cause, to the extent possible, such other Member to become a “notice partner” within the meaning of Section 6223 of the Code. The Tax Matters Member will be subject to removal upon the written request of a majority in interest of the Class B Members through the fourth anniversary of the Flip Date and, thereafter, by a Majority Vote of Members.

(b)The Tax Matters Member shall direct the defense of any claims made by the IRS to the extent that such claims relate to the adjustment of Company items at the Company level and shall cause the Company to retain and to pay the fees and expenses

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of counsel and other advisors chosen by the Tax Matters Member in Consultation with the other Members. The Tax Matters Member will deliver promptly to each Member copies of all communications to or from the IRS relating to potential adjustments of Company items, promptly advise each Member of the substance of any conversations with the IRS in connection therewith and keep the Members advised of all developments with respect to any proposed adjustments that come to its or the Manager’s, as the case may be, attention. In addition, to the extent practicable (taking into account any submission deadlines or other relevant timing considerations), the Tax Matters Partner shall or shall cause the Manager to (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) incorporate all reasonable changes or comments to such correspondence or filing requested by any Member and (iii) provide each Member with a final copy of correspondence or filing. The Tax Matters Member will provide Members with prompt written notice of all meetings or conferences with the IRS and the Members and their authorized representatives will have the right to attend all such meetings and conferences at their expense.

(c)For any issue or matter relating to the period prior to the Flip Date without the approval of a majority in interest of the Class B Members, the Tax Matters Member shall not (i) commence a judicial action (including filing a petition as contemplated in Section 6226(a) or Section 6228 of the Code) with respect to a federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) intervene in any action as contemplated by Section 6226(b) of the Code; (iii) file any request contemplated in Section 6227(b) of the Code; or (iv) enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of Code. For any issue or matter relating to the period prior to the Flip Date without the approval of each of the other Members, the Tax Matters Member shall not enter into a settlement agreement with the IRS which purports to bind the Members. Any cost or expense incurred by the Tax Matters Member in connection with its duties as Tax Matters Member shall be paid by the Company.

(d)If for any reason the IRS disregards the election made by the Company pursuant to Section 7.3(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit (including Tax Credits) allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall use commercially reasonable efforts to convert the portion of such audit or proceeding that relates to such items into a

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Company level proceeding consistent with the Company’s election pursuant to Section 7.3(c).

(e)If any Member intends to file, pursuant to Section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under Sections 6226, 6228 or other Sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least thirty (30) days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.5(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.5(d).

(f)The provisions of this Section 7.5 will survive the termination of the Company or the termination of any Member’s interest in the Company and will remain binding on the Members for the period of time necessary to resolve with the IRS any and all federal income tax matters relating to the Company that are subject to Sections 6221 through 6233 of the Code.

Section 7.6.Cooperation. Subject to the provisions of this Article VII, each Member shall provide the other Members with such assistance as may reasonably be requested by such other Members in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to the liability for any Taxes with respect to the operations of the Company and the Project Company or the allowance or disallowance of any Tax Credits and State Tax Credits arising from the sale by the Project Company of electricity produced in the Project.

Section 7.7.Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall be the same as the taxable year of the Company. The taxable year of the Company will be a year that ends on December 31, or such other year as may be required by applicable federal income tax law.

ARTICLE VIII

MANAGEMENT

Section 8.1.Management. Each of the Members acknowledges and agrees that the Manager shall have the authority, powers and responsibilities described in the Management Services Agreement and as provided herein. The Company hereby ratifies and approves the Management Services Agreement. Except (a) for duties and powers delegated to the Manager hereunder or under the Management Services Agreement,

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(b) for Major Decisions and (c) as otherwise required by applicable Legal Requirements, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member, who shall take all actions for and on behalf of the Company not otherwise provided for in this Agreement. Subject to the provisions of this Agreement, each Class B Member agrees that it will not exercise any authority otherwise available to it under the Act to bind or commit the Company to agreements, transactions or other arrangements, or to hold itself out as an agent of the Company. Decisions or actions taken in accordance with the provisions of this Agreement shall constitute decisions or actions by the Company and shall be binding on each Member, manager, officer and employee of the Company. Decisions or actions taken by the Managing Member in accordance with the provisions of this Agreement shall constitute decisions or actions by the Company and shall be binding on each Member, manager, officer and employee of the Company. The Managing Member shall not be entitled to compensation for services rendered pursuant to this Agreement in its capacity as Managing Member.

Section 8.2.Managing Member.

(a)The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 (the “Managing Member”). The initial Managing Member shall be UPC Hawaii. The Managing Member shall be responsible for enforcing, and supervising the performance of the Manager under, the Management Services Agreement on behalf of the Company and the Project Company in accordance with the Prudent Operator Standard; provided, however, that, in the event that the Management Services Agreement is terminated and is not replaced, the Managing Member shall perform the work, or engage a third party to perform such work, previously performed by the Manager prior to the termination of such Management Services Agreement in accordance with the Prudent Operator Standard, or as otherwise approved by the Class B Members.

(b)Upon the termination of the O&M Agreement, the Managing Member shall replace such O&M Agreement in accordance with Section 8.3 and the definition of “Major Decisions” and, to the extent such replacement O&M Agreement is not with an Affiliate of UPC, the operator (or an affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such affiliate) under such replacement O&M Agreement shall have at least three (3) years of experience operating wind power generation facilities with an aggregate nameplate capacity of at least 200 megawatts or be otherwise reasonably satisfactory to the Class B Members.

(c)The Managing Member may, at any time, upon not less than 30 Business Days’ notice to the other Members resign as Managing Member. The Members, by Super-Majority Vote prior to the Flip Date and by Majority Vote thereafter, may at any

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time (i) remove a Managing Member and (ii) fill any vacancy as Managing Member caused by removal, resignation or otherwise upon (x) a determination by a court of competent jurisdiction that there is Cause for removal or (y) following any Bankruptcy, foreclosure or involuntary transfer of the Class A Membership Interests held by the Managing Member.

Section 8.3.Major Decisions.

(a)In addition to any other approval required by applicable Legal Requirements or this Agreement, Major Decisions are reserved to the Members, and none of the Company, the Managing Member, the Manager, or any officer thereof shall do or take or make or approve any Major Decisions without a Super-Majority Vote.

(b)The Managing Member will submit proposed Major Decisions to the Class B Members in writing, with each submission to explain in reasonable detail what is proposed and the basis for the Managing Member’s recommendation.

Section 8.4.Insurance. The Managing Member shall cause the Company to acquire and maintain (including making changes to coverage and carriers) the casualty, general liability (including product liability), property damage and other types of insurance in Schedule 8.4 to this Agreement; provided that if any such insurance is not available on commercially reasonable terms, only such insurance shall then be required to be carried pursuant to this Section 8.4 as is then available on commercially reasonable terms. Each Class B Member shall be added to such insurance as Additional Insured, as its interests may appear, with a waiver of subrogation permitted in their favor (where legally permitted or insurance market practice permits). In addition, such insurance shall require that the Class B Members be provided with 30 days’ written notice of cancellation and 10 days’ written notice of failure to pay a premium when due and payable.

Section 8.5.Notice of Related Party; Notice of Power Purchase Agreement.

(a)Subject to the Members’ consent as required in Section 8.3 and the definition of Major Decision, not less than 30 days prior to causing the Project Company to enter into any new power purchase agreement, the Managing Member shall provide to the Members notice of the proposal to enter into such power purchase agreement, together with details sufficient to allow each Member to determine whether such Member would become a Related Party upon the Project Company’s entering into such power purchase agreement.

(b)Any Member that would become a Related Party if the proposed power purchase agreement were entered into shall so notify the Managing Member within 20 days following receipt of the Managing Member’s notice. Upon the receipt of notice

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from a Member pursuant to the immediately preceding sentence, the Managing Member shall not thereafter cause the Company to enter into such power purchase agreement without the prior written consent of Members acting on a Major Decision. Any Member that fails to comply with its obligations to give notice to the Managing Member shall indemnify and hold harmless the Company, the Project Company and the other Members from any damages (including loss of Tax Credits but otherwise excluding consequential, incidental, exemplary or punitive damages) suffered or incurred by the Company, the Project Company and the other Members resulting from such Member’s failure to give such notice.

(c)Upon becoming or having knowledge that it or any of its Affiliates will become a Related Party, the Affected Member shall immediately notify the other Members of the same. To the extent the Affected Member does not take all actions necessary to cause it or its Affiliate, as the case may be, to cease promptly to be a Related Party, or does not dispose of its Membership Interest to an Assignee pursuant to a Permitted Transfer within 30 days following the date the Affected Member or its Affiliate, as the case may be, becomes a Related Party for purposes of this Agreement, the Managing Member shall immediately give notice to the Members that a Buyout Event has occurred pursuant to Article 9, and shall thereafter use commercially reasonable efforts to assist any Member exercising its rights thereunder.

ARTICLE IX

TRANSFERS

Section 9.1.Prohibited Transfers. No Member shall sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of all or any part of its Membership Interests or any interest, rights or obligations with respect thereto, directly or indirectly (including through a change of Control or merger of such Member) (any such action, a “Transfer”), except as provided in this Article IX. Any attempted Transfer that does not comply with this Article IX, shall be null and void and of no force or effect whatsoever. The Members agree that a breach of the provisions of this Section 9.1 may cause irreparable injury to the Company and to the other Members for which monetary damages (or other remedies at law) are inadequate in view of (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a Member to comply with such provision and (ii) the uniqueness of the Company’s business and the relationship among the Members. Accordingly, the Members agree that the provisions of this Section 9.1 may be enforced by specific performance.

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Section 9.2.Conditions Applicable to All Transfers. Except as otherwise provided in this Article IX, all Transfers of Membership Interests must satisfy the following conditions:

(a)The transferring Member must give written notice of the proposed Transfer to each of the Members not less than ten days prior to the effective date of the proposed Transfer;

(b)The transferring Member and the prospective transferee must execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and to confirm the transferor’s intention that the transferee become a Member in its place, and the prospective transferee makes the representations, warranties and covenants in Sections 3.11 and 3.12 as of the date of such Transfer;

(c)The transferee executes, adopts and acknowledges this Agreement, and executes such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Agreement and to assume the obligations of the transferor under this Agreement;

(d)The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or the Project Company or any of their assets or any material contract, lease, security, indenture or agreement binding on the Company or the Project Company or their assets;

(e)If the Transfer would occur prior to the Flip Date, such Transfer will not result in a termination of the Company or the Project Company under Section 708(b)(1)(B) of the Code, unless the transferor or the transferee has indemnified the other Members against any adverse tax effects in a manner acceptable to the other Members;

(f)The Transfer will not (i) cause the Company or the Project Company to be classified as an entity other than a partnership for United States federal tax purposes (or cause the Company to be treated as a publicly traded partnership taxable as a corporation), or (ii) cause the restrictions on use of Company losses in Section 470 of the Code to apply to the Company or the Members or (iii) cause the Project to be treated wholly or partly as “tax-exempt use property” within the meaning of Section 168(h) of the Code;

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(g)The Transfer will not cause there to be more than three Class B Members or more than two Class A Members;

(h)The transferring Member or the proposed transferee shall pay, or reimburse the Company and each other Member for, all reasonable costs and expenses incurred by the Company and the other Members in connection with the Transfer and the admission of the proposed transferee as a Member of the Company, on or before the tenth day after the receipt by that Person of the Company’s or such Member’s invoice for the amount due;

(i)The Transfer of a Membership Interest shall not effect a release of the transferring Member from any liabilities to the Company or the other Members arising from events occurring prior to or in connection with the Transfer;

(j)Solely to the extent the following may be applicable to the Project or the Project Company, the Transfer shall not result in the Project Company: (a) being in violation of Section 203 of the Federal Power Act; (b) ceasing to be authorized by FERC to make sales of energy, capacity and ancillary services at market-based rates, being in violation of the terms and conditions of its market-based rate authorization, or otherwise being in violation of Section 205 of the Federal Power Act; or (c) ceasing to be a qualifying small power production facility under the Public Utility Regulatory Policies Act of 1978 and the FERC implementing regulations;

(k)All permits, consents and licenses, including all necessary Governmental Approvals with respect to such Transfer shall have been obtained. To the extent that a Governmental Approval is required in order to consummate the Transfer the transferring Member and its proposed transferee will cooperate by providing all information necessary, in the reasonable discretion of such transferring Member or its proposed transferee, as applicable, to be included in any application or filing for any such Governmental Approval;

(l)The Transfer does not require the Company to register as an “investment company” under the Investment Company Act of 1940, as amended;

(m)If the transaction involves any Transfer of Class A Membership Interests:

(i)the Class A Guarantee shall remain in full force and effect or shall be replaced with a guaranty substantially in the relevant form attached as Exhibit C to the Purchase Agreement by another entity having the Required Ratings or a Consolidated Net Worth that is at least equivalent to the Consolidated Net Worth of UPC on the Closing Date; and

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(ii)prior to the Flip Date, such Transfer shall be approved by Members collectively holding at least 80% of the then outstanding Class B Membership Interests; and

(n)If the transaction involves any Transfer of Class B Membership Interests:

(i)the Transfer must be to an Approved Transferee or to an existing Class B Member, unless otherwise approved by Class A Members holding more than 50% of the then outstanding Class A Membership Interests; and

(ii)an agreement (or agreements), in form and substance satisfactory to Class A Members holding more than 50% of the then outstanding Class A Membership Interests, shall be in full force and effect with respect to the transferee in which the transferee agrees to be bound by all the provisions of (x) this Agreement, including Sections 9.6, 9.9, 9.10 and Article 11 of this Agreement, and (y) the Purchase Agreement insofar as it relates to the Class B Membership Interests transferred.

Section 9.3.Change of Member Control. A Change of Member Control must also comply with the requirements of Section 9.2.

Section 9.4.[Reserved.]

Section 9.5.Certain Permitted Transfers. Except as otherwise provided in this Section 9.5, notwithstanding the provisions set forth in Sections 9.2 and 9.3, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person:

(a)The initial sale of the Membership Interests being sold by UPC Wind and purchased by the Purchasers pursuant to the Purchase Agreement;

(b)The grant of any security interest in any Membership Interest pursuant to any security agreement any Member may enter into with lenders; provided, however, that the requirements set forth in Sections 9.2(a), (d), (e), (f), (g), (h), (i), (j), (k) and (1) shall be satisfied in respect of any such grant of a security interest, and (ii) any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in this Section 9.5(b)(i); provided, however, that the requirements set forth in Sections 9.2(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k) and (1) shall be satisfied in respect of any such Transfer;

(c)The Transfer of any Membership Interest solely to an Affiliate of a Member; provided, the requirements set forth in Sections 9.2(a), (b), (c), (d), (e), (f), (g),

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(h), (i), (j), (k) and (1) and, in the case of a Transfer by a Class B Member, clause (ii) of Section 9.2(n), are satisfied with respect to the Transfer to such Affiliate;

(d)Any Transfer of all or a portion of the stock, membership interests or assets (including any change of Control or merger) of UPC or MN or any of their Affiliates other than UPC Hawaii; provided, however, that the requirements set forth in Sections 9.2(d), (e), (f), (g), (h), (i), (j), (k) and (1) shall be satisfied in respect of any such Transfer;

(e)Any Transfer of all or a portion of the stock, membership interests or assets (including any change of Control or merger) of a Class B Member, or any of its Affiliates (excluding a Transfer by a Class B Member of any Class B Membership Interests); provided, however, that the requirements set forth in Sections 9.2(d), (e), (f), (g), (h), (i), (j), (k) and (1), and clauses (ii) through (iv) of Section 9.2(n), shall be satisfied in respect of any such Transfer and any adverse tax consequences resulting from any such Transfer permitted by this paragraph (e) shall not be taken into account for purposes of calculating whether the Class B Members have reached the Target IRR; and

(f)Any Transfer in accordance with Section 9.6 (Right of First Bid), 9.9 (Flip Purchase Option) or 9.10 (Replacement of Class B Members); provided, however, that the requirements set forth in Sections 9.2(b), (c) and (d) shall be satisfied in respect of any such Transfer, and solely with respect to Section 9.6, Sections 9.2(e), (f), (g), (h), (i), (j), (k) and (1) shall be satisfied in respect of any such Transfer.

Section 9.6.Right of First Bid. This Section 9.6 shall apply to any proposed voluntary Transfer (other than a Permitted Transfer) of Membership Interests for cash or other tangible consideration. The Member proposing to make such a Transfer shall provide written notice of its intention to make a Transfer (an “Offer Notice”) to (i) prior to the Flip Date, all Members, and (ii) after the Flip Date, the Class A Member only. Upon receipt of an Offer Notice, the Members entitled to receive the Offer Notice shall have the right for a period of 30 days to submit to the transferring Member an unconditional offer to purchase, at the price and on the terms in the notice of such offer (a “Bid”), all, but not less than all, of such Membership Interests in such proportions as the offering Members may agree, or, if they cannot agree, in accordance with the number of Membership Interests of such class held by each such Member divided by the total number of Membership Interests of such class outstanding. Upon receipt of a proper Bid, the Member intending to Transfer its Membership Interests may, in its sole discretion, accept such Bid by notice to the offering Members within 30 days of receipt of such Bid, whereupon the offering Members shall purchase such Membership Interests within five days following receipt of the acceptance of the Bid (or, in any event if later, the fifth day after the receipt of all applicable regulatory and Governmental Approvals of the purchase). If the Member intending to Transfer the Membership Interests does not accept

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the Bid, then such Member shall (x) so notify each Member who has submitted a Bid, and (y) have the right for a period of 180 days thereafter to Transfer such Membership Interests at a price no less favorable to such Member, and upon terms no less favorable in any material respect to such Member, than the price and terms contained in the Bid; provided that such Transfer shall be subject to any other applicable provisions of this Section 9.6.

Section 9.7.Drag Along Rights. Notwithstanding anything to the contrary in this Agreement and except for Transfers resulting from a Permitted Encumbrance, if following the Flip Date the Class A Member proposes to make a Transfer of all, but not less than all, of its Class A Membership Interests in one or a series of related Transfers to a Bona Fide Purchaser, the Class A Member may elect to request that all other Members Transfer their respective Membership Interests to such Bona Fide Purchaser. If the Class A Member elects to exercise the drag-along right under this Section 9.7, it shall provide written notice of such proposed Transfer (the “Drag-Along Notice”) to all other Members. The Drag-Along Notice shall (i) set forth the material terms and conditions of the proposed Transfer in reasonable detail, including, without limitation, the proposed purchase price of the Class A Membership Interests, which shall be payable in cash or other property and (ii) contain an offer by such Bona Fide Purchaser to purchase from each Member such Member’s Membership Interest on the same terms and conditions offered to the Class A Member. The other Members shall take all necessary and desirable actions requested by the Class A Member in connection with the consummation of the Transfer.

Section 9.8.Tag Along Rights. Notwithstanding anything to the contrary in this Agreement and except for Transfers resulting from a Permitted Encumbrance, if following the Flip Date the Class A Member proposes to make a Transfer of all, but not less than all, of its Class A Membership Interests in one or a series of related Transfers to a Bona Fide Purchaser, and the drag-along right under Section 9.7 is not exercised, then all other Members shall have the right to Transfer their respective Membership Interests to such Bona Fide Purchaser on the same terms and conditions offered to the Class A Member. The Membership Interests being purchased from the Class A Member and the electing Members will be reduced on a pro rata basis if the Bona Fide Purchaser will not purchase all of the Membership Interests being offered. The Class A Member shall provide written notice of any such proposed Transfer (the “Tag-Along Notice”) to all other Members. The Tag-Along Notice shall comply with the requirements of a Drag-Along Notice set forth in Section 9.7. The other Members electing to participate in the proposed Transfer shall take all necessary and desirable actions requested by the Class A Member in connection with the consummation of the Transfer.

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Section 9.9.Flip Purchase Option.

(a)Each Class A Member (or any Affiliate of such Class A Member designated by it) shall have the right, at any time during the 185-day period after the first Business Day of the calendar year following the later of the first Distribution Date after the Flip Date or the tenth anniversary of the Effective Date, to acquire all (but not less than all) of the Class B Membership Interests (the “Flip Purchase Option”), upon giving the Company and all other Members 60 days written notice of an election to exercise the Flip Purchase Option (the “Flip Exercise Notice”) during such period. Any other Class A Member may elect to participate in the Flip Purchase Option by giving its own Flip Exercise Notice within 10 Business Days after the first Flip Exercise Notice is given. Unless a Class A Member has given a Flip Exercise Notice within such 10 Business Day period, it may not participate in the Flip Purchase Option. Any Flip Exercise Notice, if given, shall be irrevocable; provided that if a Class A Member defaults on its obligation to purchase the Class B Membership Interest pursuant hereto, then the Class B Member shall not be required to sell its Class B Membership Interests to the remaining Class A Members unless all of the Class B Membership Interests are being acquired by the remaining Class A Members.

(b)The consideration for the Transfer of the Class B Membership Interests to the Class A Members pursuant to the Flip Purchase Option shall be an amount (payable in United States dollars) equal to the greater of (x) the fair market value of the Class B Membership Interests as of the date of the purchase of the Class B Membership Interests pursuant to this Section 9.9 or (y) the aggregate Capital Interest of all Class B Members adjusted as if the Company had liquidated, as of the end of the month immediately prior to the date the Flip Exercise Notice is given (the “Flip Purchase Price”). The fair market value of the Class B Membership Interests shall be determined by agreement of a majority of the Class A Members and Class B Members participating in the Flip Purchase Option, or if they are unable to agree, by appraisal conducted by an appraiser selected jointly by such Class A Members and Class B Members (and if they are unable to agree upon a single appraiser within a 15-day period, they shall use the Appraisal Method), using an appraisal methodology comparable in all material respects to the Closing Appraisal (unless otherwise agreed by a majority of the Class A Members and Class B Members participating in the Flip Purchase Option). Such determination of the fair market value shall be final and binding on all Members participating in the Flip Purchase Option.

(c)If the Flip Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) 60 days after the applicable Flip Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements.

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(d)If the Flip Purchase Option is exercised, at the closing of the Transfer, (1) each Class A Member which has given a Flip Exercise Notice shall pay (by wire transfer of immediately available United States Dollars to such United States bank accounts as Class B Members may designate in a written notice to the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer pursuant to the Flip Purchase Option) an amount equal to the product of (i) the Flip Purchase Price (determined in accordance with Section 9.9(b)), multiplied by (ii) the fraction, the numerator of which is the Capital Interest of such Class A Member and the denominator of which is the aggregate Capital Interest of all Class A Members that have given a Flip Exercise Notice, and (2) each Class B Member shall take the following actions: (i) such Class B Member shall Transfer to each Class A Member entitled to purchase, as provided in Section 9.9(b), all right, title and interest in and to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Class B Member shall be deemed to have made the representations set forth on Schedule 9 attached hereto to each such Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this Section. Upon the closing of such Transfer, (1) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) such Class B Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class B Membership Interests.

Section 9.10.Replacement of Class B Members.

(a)If (i) an Organic Transaction, with respect to UPC, occurs anytime between the third and the seventh anniversary of the Effective Date and (ii) the entity resulting from the Organic Transaction represents, warrants and covenants to UPC Hawaii (or any Affiliate designated by it) that such entity will not sell, assign, transfer or otherwise monetize the Tax Credits associated with the Project, then UPC Hawaii (or any Affiliate designated by it) shall have the right to acquire all, but not less than all, of the Class B Membership Interests (the “Replacement Option”).

(b)UPC Hawaii or its designee may exercise a Replacement Option upon giving the Company and all other Members 185 days’ written notice of its election (the “Replacement Exercise Notice”). Any other Class A Member may elect to participate in the Replacement Option by giving its own Replacement Exercise Notice within 10 Business Days after the first Replacement Exercise Notice is given. Unless a Class A Member has given a Replacement Exercise Notice within such 10 Business Day period, it

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may not participate in the Replacement Option. Any Replacement Exercise Notice, if given, shall be irrevocable; provided that if a Class A Member defaults on its obligation to purchase the Class B Membership Interest pursuant hereto, the Class B Member shall not be required to sell its Class B Membership Interests to the remaining Class A Members unless all of the Class B Membership Interests are being acquired by the remaining Class A Members.

(c)The consideration for the Transfer of the Class B Membership Interests to the Class A Members pursuant to a Replacement Option shall be an amount (the “Replacement Option Purchase Price”) equal to the greater of (i) 110% of the fair market value of the Class B Membership Interests as of the date of the purchase of the Class B Membership Interests pursuant to this Section 9.10 and (ii) the applicable value set forth on Schedule 9.10(c) hereto.

(d)The fair market value of the Class B Membership Interests shall be determined by agreement of a majority of the Class A Members participating in the Replacement Option and a majority of the Class B Members, or if they are unable to agree, by appraisal conducted by an appraiser selected jointly by such Class A Members and Class B Members (and if they are unable to agree upon a single appraiser within a fifteen (15) day period, they shall use the Appraisal Method), using an appraisal methodology comparable in all material respects to the Closing Appraisal (unless otherwise agreed by a majority of the Class A Members and Class B Members participating in the Replacement Option). Such determination of the fair market value shall be final and binding on all Members participating in a Replacement Option.

(e)If a Replacement Option is exercised, then the closing of such Transfer shall occur on the Business Day that is (i) 185 days after the Replacement Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements.

(f)If a Replacement Option is exercised, at the closing of the Transfer, (1) each Class A Member which has given a Replacement Exercise Notice shall pay (by wire transfer of immediately available United States dollars to such United States bank accounts as Class B Members may designate in a written notice to the Company and Class A Members no later than five Business Days prior to the closing date for the Transfer) an amount equal to the product of (i) the Replacement Option Purchase Price (determined in accordance with Section 9.10(c) and (d)), multiplied by (ii) the fraction, the numerator of which is the Capital Interest of such Class A Member and the denominator of which is the aggregate Capital Interest of all Class A Members that have given a Replacement Exercise Notice, and (2) each Class B Member shall take the following actions: (i) such Class B Member shall Transfer to each Class A Member

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entitled to purchase, as provided in Section 9.10(b), all right, title and interest in and to the Class B Membership Interests, free and clear of all Encumbrances other than Permitted Encumbrances; (ii) such Class B Member shall be deemed to have made the representations in Schedule 9 to each such Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this section. Upon the closing of such Transfer, (1) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests that are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) such Class B Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class B Membership Interests.

Section 9.11.Buyout Events.

(a)This Section 9.10 shall apply to any of the following events (each a “Buyout Event”):

(i)a Member enters Bankruptcy;

(ii)a Member dissolves and commences liquidation or winding up and such dissolution or liquidation is reasonably expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on the Project or any other Member;

(iii)there occurs an event that makes it unlawful for the Member to continue to be a Member; or

(iv)a Member is or becomes a Related Person prior to the tenth anniversary of the Effective Date, and such Member does not take all actions necessary to cause it promptly to cease to be a Related Person, or does not Transfer such Member’s Membership Interest to an Approved Assignee that is not a Related Person within 30 days after such Member became a Related Person.

In each case, the Member with respect to whom a Buyout Event has occurred is referred to herein as the “Affected Member.”

(b)Procedure. If a Buyout Event occurs, then each of the other Members shall have the option to acquire the Membership Interest of the Affected Member (or to cause it to be acquired by a third party designated by the other Members) (with the Members exercising such right being referred to herein as “Purchasing Members”).

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During the time that any Affected Member is a Related Person, any cash that otherwise would have been distributed to such Affected Member shall be withheld by the Company pending the taking by such Member of the actions in Section 9.11(a)(v) or, in the absence thereof, the purchase of such Affected Member’s Membership Interest as hereafter set forth. Any cash so withheld by the Company shall be paid over to the Affected Member upon the completion of the actions specified in Section 9.11(a)(v) hereof, or the sale of such Affected Member’s Membership Interest hereunder; provided that such Member shall indemnify and hold harmless the Company and the other Members from any damages (including loss of Tax Credits) but excluding consequential, incidental, exemplary or punitive damages) suffered or incurred by the Company and the other Members resulting from such Member’s having been a Related Person and, in addition to any other remedies it may have, the Company shall be entitled to set off the amount of such damages against the cash withheld from the Affected Member.

(c)Purchase Price; Terms and Method of Payment. The purchase price (the “Buyout Price”) for a Membership Interest being purchased pursuant to this Section 9.11 shall be (x) the fair market value of such Membership Interest as to which a Buyout Event specified in Section 9.11(a)(i), Section 9.11(a)(ii), 9.11(a)(iii) or 9.11(a)(iv) has occurred, or (y) fifty percent (50%) of the fair market value of such Membership Interest as to which the Buyout Event specified in Section 9.11(a)(v) (the “Related Person Buyout Event”) has occurred. Fair market value shall be determined in the following manner:

(i)Within 30 days after the Buyout Event, the Purchasing Members shall appoint a nationally-recognized third-party appraiser who (A) is qualified to appraise independent electric generating businesses, (B) has been engaged in the appraisal or business valuation and consulting business for a period of not less than five years, and (C) is not associated with any Member or any Affiliate thereof and who is reasonably acceptable to the Affected Members (a “Qualified Appraiser”). Within 30 days after appointment of the Qualified Appraiser, such appraiser shall determine the fair market value of the applicable Membership Interest using valuation methods and practices commonly used in the independent electric generating industry and taking into account all of the facts and circumstances relating to the Company, including any cash reserves that may be held by the Company, but excluding cash withheld from distribution to the Affected Member pursuant to Section 9.11(b). The decision of the Qualified Appraiser shall be binding and conclusive on the Parties. The Affected Member on the one hand, and the Purchasing Members, on the other hand, shall each pay 50% of the fees and expenses of the appraiser; provided that the Affected Member shall pay 100% of such fees and expenses in the case of a Related Person Buyout Event.

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(ii) The Parties acknowledge and agree that (A) the provisions of this Section 9.11(c) (including the provisions relating to the determination of the Buyout Price) are a material inducement to their entering into this Agreement, and (B) the reduced Buyout Price for the Membership Interest of an Affected Member who becomes a Related Person is a fair and reasonable estimate of the damages suffered by the Company and the other Members as a result of such Affected Member becoming a Related Person and is not a penalty. The Parties agree not to raise any claim, objection or defense challenging the validity of, or otherwise questioning the reasonableness of, the determination of the Buyout Price for the Membership Interest of a Related Person specified in this Section 9.11(c). If such provisions are held to be unenforceable, the Member who has become a Related Person agrees to pay to the Purchasing Members all actual costs, losses and damages incurred or suffered by the Purchasing Members due to such Affected Member’s having become a Related Person.

(d)Closing. If an option to purchase is exercised under this Section 9.11, the closing on such purchase shall occur on the 30th day after the determination of the fair market value under Section 9.11(c) as to Buyout Events other than a Related Person Buyout Event, and on the 10th Day after the determination of the fair market value, as to a Related Person Buyout Event (or, in any event, if later, the fifth Business Day after the receipt of all applicable regulatory and governmental approvals to the purchase). Unless otherwise agreed among the Affected Member and the Purchasing Members, the Buyout Price shall be paid in cash at such closing.

(e)Terminated Member.   Upon the occurrence of a closing under Section 9.11(d), the following provisions shall apply to the Affected Member (now a “Terminated Member”):

(i)The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing.

(ii)The Terminated Member shall no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company except as directed in Section 5.4, and it shall not be entitled to exercise any voting or consent rights or to receive any further information (or access to information) from the Company (other than any required tax information).

(iii)The Terminated Member must pay to the Company all amounts owed to the Company by such Terminated Member.

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(iv)The Terminated Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Company that accrue prior to the closing.

(v)The Membership Interest, including the Capital Account balance attributable thereto, of the Terminated Member shall be allocated among the Purchasing Members in the proportion of the total Buyout Price paid by each Purchasing Member.

Section 9.12. Regulatory and Other Authorizations and Consents. (a) In connection with any Transfer pursuant to Sections 9.6, 9.9 or 9.10 (the “Designated Transfers”), each Member involved shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of, give all notices to and make all filings with, all Governmental Authorities and third parties that may be or become necessary for the Designated Transfers, its execution and delivery of, and the performance of its obligations under, this Agreement or other Transaction Documents in connection with any such Designated Transfer and will cooperate fully with the other Members in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices and making such filings, including the provision to such third parties and Governmental Authorities of such financial statements and other publicly available financial information with respect to such Member or, if applicable, such Member’s Guarantor, as the case may be, as such third parties or Governmental Authorities may reasonably request; provided, however, that no Member involved shall have any obligation to pay any consideration to obtain any such consents. In addition, the Members involved shall keep each other reasonably apprised of their efforts to obtain necessary consents and waivers from third parties or Governmental Authorities and the responses of such third parties and Governmental Authorities to requests to provide such consents and waivers.

(b)Without limiting the generality of Section 9.12(a), each Member shall make such filings as may be required under the HSR Act, the Federal Power Act, as amended, or any state Legal Requirements relating to the ownership or control of the Projects.

(i)To the extent required by the HSR Act, each Member involved in a Designated Transfer shall (i) file or cause to be filed, as promptly as practicable but in no event later than the fifteenth Business Day after the delivery of any Bid or Flip Exercise Notice, as applicable, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such Member under the HSR Act concerning the Designated Transfer and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning the

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Designated Transfer, in each case so that the initial thirty day waiting period applicable under the HSR Act shall expire as soon as practicable. Each Member involved in a Designated Transfer agrees to request, and to cooperate with the other Members involved in requesting, early termination of any applicable waiting period under the HSR Act. Each of the Class A Members involved in a Designated Transfer shall be responsible for the filing fees incurred by all Members involved in the Designated Transfer in connection with the initial filings required by the HSR Act in connection with the Designated Transfers (pro rata in proportion to the percentage of Class B Membership Interests each such Class A Member will acquire in connection with the Designated Transfer). Except as expressly provided in the prior sentence with respect to filing fees, each Member involved in a Designated Transfer will be responsible for its own fees and expenses, including any fees and expenses of counsel, accountants or other professional advisors.

(ii)To the extent required by the Federal Power Act, each Member involved in a Designated Transfer shall (i) file or cause to be filed, as promptly as practicable but in no event later than the twenty-first Business Day after the delivery of any Bid or Flip Exercise Notice, an application for approval of the Designated Transfer pursuant to Section 203(a)(1) of the Federal Power Act, and (ii) as promptly as practicable but in no event later than the tenth Business Day after the delivery of any Bid or Flip Exercise Notice, provide to the Company and the Managing Member information needed for the Company and/or the Managing Member to file an application for approval of the Designated Transfer under Section 203(a)(2) of the Federal Power Act.

Section 9.13. Admission. Any transferee of all or part of my Membership Interests pursuant to a Transfer made in accordance with this Agreement shall be admitted to the Company as a Member upon its execution of a counterpart to this Agreement.

Section 9.14. Security Interest Consent. If any Class A Member grants a security interest in any Class A Membership Interest, upon request by such Class A Member, each Class B Member will execute and deliver to any person holding such security interest (for itself and/or for the benefit of other lenders) such acknowledgments, consents or other instruments as such person may reasonably request to confirm that such grant and any foreclosure or other exercise of remedies in respect of such Class A Membership constitutes a Permitted Transfer under this Agreement.

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ARTICLE X

DISSOLUTION AND WINDING-UP

Section 10.1. Events of Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of any of the following:

(a)the written consent of the Members representing a Super-Majority Vote to dissolve and terminate the Company;

(b)the entry of a decree of judicial dissolution under Section 18-802 of the Act;

(c)the occurrence of the LLC Agreement Termination Date;

(d)the disposition of all or substantially all of the Company’s business and assets;

(e)the issuance of a final, nonappealable court order which makes it unlawful for the business of the Company to be carried on; or

(f)at any time there are no members of the Company unless the business of the Company is continued in accordance with the Act.

Section 10.2. Distribution of Assets.

(a)The Members hereby appoint the Managing Member to act as the liquidator upon the occurrence of one of the events in Section 10.1. Upon the occurrence of such an event, the liquidator will proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The liquidator may sell, and will use commercially reasonable efforts to obtain the best possible price for, any or all Company property, including to Members. In no event, without the approval of Members by Super-Majority Vote, will a sale to a Member be for an amount that is less than fair market value (determined by the Appraisal Method if the Members (by Super-Majority Vote) are unable to agree on the fair market value).

(b)The liquidator will first pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including the Working Capital Loans and all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine) in the order of priority as provided by law.

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(c)All assets of the Company will be treated as if sold, and the gain treated as realized on those assets will be allocated first to Members with deficits in their Capital Accounts (in the ratio of the deficits if more than one Member’s Capital Account is in deficit) in order to eliminate the deficits.

(d)Remaining gain or loss will be allocated next among the Class B Members in an effort to set the Capital Account of each Class B Member at a level that would allow it to reach the Target IRR out of the liquidating distributions if the Target IRR has not already been achieved, and thereafter in the ratio in Section 5.1(c).

(e)After the allocations in clauses (c) and (d) have been made, then cash and property will be distributed pro rata to the Members in the amount of the positive balances in their Capital Accounts by the end of the taxable year during which the liquidation occurs (or, if later, within 90 days after the date of such liquidation).

(f)The distribution of cash and property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on its Membership Interests in the Company of all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return Capital Contributions of each Member, such Member shall have no recourse against the Company or any other Member.

Section 10.3. In-Kind Distributions. There shall be no distribution of assets of the Company in kind without the prior Super-Majority Vote of the Members.

Section 10.4. Certificate of Cancellation.

(a)When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a certificate of cancellation shall be executed and filed by the liquidator with the Secretary of State of the State of Delaware, which certificate shall set forth the information required by Section 18-203 of the Act.

(b)Upon the filing of the certificate of cancellation, the existence of the Company shall cease.

(c)All costs and expenses in fulfilling the obligations under this Section 10.4 shall be borne by the Company.

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ARTICLE XI

GENERAL INDEMNITY

Section 11.1. Indemnification by the Class A Member.

(a)Beginning on the Effective Date (or, with respect to any additional Class A Member which becomes a Class A Member after the Effective Date, on the first date on which such Person becomes a Member hereunder) and continuing thereafter, the Class A Member (and if there shall be more than one Class A Member, each Class A Member jointly and severally) shall Indemnify the Company, each Class B Member and the Class B Member’s officers, directors, shareholders, employees, agents, successors, permitted assigns, and their respective Affiliates (the “Indemnified Persons”), on an after-tax basis determined in accordance with Section 11.5, from and against any and all Claims which may be suffered by any Indemnified Person relating to or arising out of any of the following:

(i)the inaccuracy, breach or failure of any representation or warranty or covenant or agreement made by any Class A Member (whether in its capacity as a Class A Member, Tax Matters Member or Managing Member), the Project Company, the Company, or any Affiliate of any Class A Member or the Company under this Agreement or the Purchase Agreement (and without regard to any qualification of “material,” “material adverse effect,” Material Adverse Effect, or any similar qualification with respect to any representation or warranty); provided, however, that no Claim for indemnification may be made pursuant to this Section 11.1(a)(i) until the aggregate dollar amount of claims for which indemnification is (or previously has been) sought exceeds $200,000; provided, further, however, that, once such threshold dollar amount of Claims has been reached, the Class B Members shall have the right to be indemnified for all such Claims, including amounts that were not previously paid because such threshold amount had not been reached;

(ii)the failure by any Class A Member, the Project Company, the Company or any Affiliate of any Class A Member or the Company while being the Manager to manage the Project in accordance with the Prudent Operator Standard;

(iii)the failure by any Class A Member, the Project Company, the Company or any Affiliate of any Class A Member or the Company while being the Operator to operate the Project in accordance with the Prudent Operator Standard;

(iv)Environmental Losses caused by the Managing Member or its Affiliate, whether occurring prior to or after the Effective Date; and

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(v)consequential damages resulting from any curtailment or shutdown of any wind turbine related to the failure of the Project Company to obtain any consent, non-disturbance agreement, easement or other agreement necessary for the operation of the Project which has not been obtained as of the Effective Date.

(b)To the fullest extent permitted by Applicable Law, reasonable expenses to be incurred by an Indemnified Person under this Section 11.1 shall, from time to time, be advanced by or on behalf of the Class A Member(s) prior to the final disposition of any matter upon receipt by the Class A Member(s) of an undertaking by or on behalf of such Indemnified Person to repay such amount, together with interest from the date of the advance at the Reference Rate, if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement.

(c)For the avoidance of doubt, any insurance proceeds actually received by an Indemnified Person in respect of any Claim shall be credited against the remaining amounts owed to such Indemnified Person by the Class A Member in connection with such Claim or, in the event that all such amounts owed by the Class A Member to such Indemnified Person pursuant to this Section 11.1 have been paid in full, shall be paid over to the Class A Member.

Section 11.2. Indemnification of Class A Members by the Company. Each Class A Member and its officers, directors, shareholders, Affiliates, employees and agents (each, a “Member Party”) shall be exculpated from liability for and defended, indemnified and held harmless by the Company from all Claims arising out of the performance by such Member Party of its obligations under this Agreement so long as such Member Party acted in good faith and in a manner reasonably believed by it to be in the best interest of or not opposed to the interest of the Company; provided, however, that no Member Party shall be entitled to the payment of an Indemnity Claim under this Article 11 to the extent such Claim is attributable to willful misconduct, fraud or gross negligence or breach of any of its representations, warranties or covenants or agreements (in each case, if any) under this Agreement or the Purchase Agreement.

Section 11.3. Procedures for Indemnity Obligation

(a)All Indemnity Claims by the Indemnified Persons under Section 11.1 shall be asserted and resolved in accordance with this Section 11.3.

(b)If an Indemnified Person learns of an Indemnity Claim asserted against such Indemnified Person by a Third Person for which such Indemnified Person may seek indemnification under Section 11.1, such Indemnified Person shall promptly notify the Class A Member(s) thereof, specifying the nature of and specific basis for such Indemnity Claim and the actual or estimated amount thereof to the extent then feasible

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(which estimate shall not be conclusive of the final amount of such Indemnity Claim) (the “Claim Notice”); provided, however, that the failure to provide such notice promptly shall not limit or reduce such Indemnified Person’s right to indemnification under Section 11.1 except to the extent that such failure to provide such notice promptly shall prevent or shall have prevented the Class B Member(s) from properly or effectively defending the Indemnity Claim or from recovering reimbursement or other damages to which the Class B Member(s) would be entitled.

(c)The Class A Member (or each Class A Member if there shall be more than one Class A Member) shall notify the Members within the Notice Period whether or not it disputes its obligation to indemnify such Indemnified Person against such Indemnity Claim; provided, however, that the Indemnified Persons are hereby authorized prior to and during such Notice Period to file any motion, answer or other pleading that may be necessary or appropriate to protect their respective interests or those of the Class A Member(s) and a copy of such pleading shall be promptly delivered to the Class A Member(s).

(d)If any Class A Member notifies such Indemnified Person within such Notice Period that it does not dispute its obligation to Indemnify such Indemnified Person against such Indemnity Claim, then, except as hereinafter provided, the Class A Member(s) shall have the right, but not the obligation, to defend by all appropriate proceedings, and with counsel of its own choosing that is reasonably acceptable to such Indemnified Person, such right being exercisable only in the same notice in which it notifies such Indemnified Person that it does not dispute its obligation to Indemnify it against the Indemnity Claim.

(e)If a Class A Member elects to defend against such Indemnity Claim, it shall promptly settle such Indemnity Claim or diligently prosecute it to a final conclusion. If such Indemnified Person desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense.

(f)If a Class A Member disputes its liability with respect to such Indemnity Claim or fails to defend against such Indemnity Claim, whether by not giving timely notice as provided above or otherwise, such Indemnified Person shall have the right but not the obligation to defend against such Indemnity Claim.

(g)Unless a Class A Member has accepted liability for a Indemnity Claim in writing, the Class A Member shall not settle any such Indemnity Claim of such Indemnified Person without the prior written consent of such Indemnified Person. The Indemnified Persons shall not settle any Indemnity Claim without the prior written consent of the Class A Member unless the Class A Member has refused to accept liability

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for such Indemnity Claim and failed to defend such Indemnified Person against such Indemnity Claim pursuant to the terms of this Agreement.

(h)If requested by the Class A Member(s), the Indemnified Persons agree to cooperate with the Class A Member(s), its (or their respective) insurers and their respective counsel in contesting any Third Person Claims that the Class B Member elects to contest; provided, however, that the Class A Member (i) has furnished the Indemnified Persons with a written opinion of the Class A Member’s outside counsel to the effect that a reasonable basis exists to contest such Indemnity Claim and (ii) has agreed to advance to the Indemnified Persons all out-of-pocket costs and expenses (including reasonable attorneys’ fees) that the Indemnified Persons may incur in so cooperating in the contest of such Indemnity Claim.

(i)If an Indemnified Person shall have an Indemnity Claim against the Class A Member(s) hereunder which does not involve an Indemnity Claim or demand being asserted against or sought to be collected from such Indemnified Person by a Third Person, such Indemnified Person shall promptly send a Claim Notice with respect to such Claim to the Class A Member(s). If a Class A Member does not notify the Indemnified Person within the Notice Period that it disputes such Indemnity Claim, the amount of such Indemnity Claim shall be conclusively deemed a liability of the Class A Member(s) hereunder.

Section 11.4. Member Indemnification Procedures.

(a)All Claims for indemnification of the Member Parties under Section 11.2 shall be asserted and resolved in accordance with this Section 11.4.

(b)If a Member Party learns of an actual Claim for which such Member Party may seek indemnification under Section 11.2, such Member Party shall promptly notify the Managing Member thereof, by sending a Claim Notice; provided, however, that the failure to provide such notice promptly shall not limit or reduce such Member Party’s right to indemnification under Section 11.2, except to the extent that such failure to provide such notice promptly shall prevent or shall have prevented the Company from properly or effectively defending the Claim or from recovering reimbursement or other damages to which the Company would be entitled.

(c)The Managing Member, on behalf of the Company, shall notify all Member Parties within the Notice Period whether or not it disputes its obligation to Indemnify such Indemnified Person against such Claim; provided, however, that the Indemnified Persons are hereby authorized prior to and during such Notice Period to file any motion, answer or other pleading that may be necessary or appropriate to protect

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their respective interests or those of the Company and the other Members and a copy of such pleading shall be promptly delivered to the other Members.

(d)If the Managing Member, on behalf of the Company, notifies such Indemnified Person within such Notice Period that it does not dispute its obligation to Indemnify such Indemnified Person against such Claim, then, except as hereinafter provided, the Managing Member, on behalf of the Company, shall have the right, but not the obligation, to defend by all appropriate proceedings, and with counsel chosen by the Managing Member, such right being exercisable only in the same notice in which it notifies such Indemnified Person that it does not dispute its obligation to Indemnify it against the Claim. Such Indemnified Person shall have the right to participate in such defense, using its own counsel at the Company’s expense, to the extent such Claim involves any risk of criminal liability or any conflict of interest between the Company and such Indemnified Person.

(e)If the Company, pursuant to and in accordance with Section 11.4(g), elects to defend the Claim of such Member Party, it shall promptly settle such Claim or diligently prosecute it to a final conclusion. If the Member Parties desire to participate in, but not control, any such defense or settlement, they may do so at their sole cost and expense.

(f)If requested by the Managing Member, on behalf of the Company, the Indemnified Persons agree to cooperate with the Managing Member, on behalf of the Company, its insurers and its counsel in contesting any Third Person Claims that the Company elects to contest; provided, however, that the Managing Member (i) has furnished the Indemnified Persons with a written opinion of the Company’s outside counsel, which such counsel shall be subject to the approval of a Super-Majority Vote of the Members, to the effect that a reasonable basis exists to contest such Claim and (ii) has agreed to advance to the Indemnified Persons all out-of-pocket costs and expenses (including reasonable attorneys’ fees) that the Indemnified Persons may incur in so cooperating in the contest of such Claim.

(g)If the Company disputes its liability with respect to such Claim or fails to defend against such Claim, whether by not giving notice as provided above or otherwise, the Member Party shall have the right but not the obligation to defend against such Claim. Unless the Company has accepted liability for a Claim in writing, the Company shall not settle any such Claim without the prior written consent of the Member Party. The Member Parties shall not settle any Claim without the prior written consent of the Company unless the Company has refused to accept liability for such Claim and failed to defend the Member Party against such Claim pursuant to the terms of this Agreement.

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(h)If a Member Party shall have an Indemnity Claim against the Company under Section 11.2 which does not involve a Claim or demand being asserted against or sought to be collected from such Member Party by a Third Person, such Member Party shall promptly send a Claim Notice with respect to such Claim to the Managing Member. If the Managing Member on behalf of the Company, does not notify such Member Party within the Notice Period that it disputes such Indemnity Claim, the amount of such Indemnity Claim shall be conclusively deemed a liability of the Company hereunder.

Section 11.5. Gross-Up of Indemnity. At the time that the Class A Member makes any payment in connection with an Indemnity Claim under Section 13.1 for any amount due thereunder (the “Indemnity Payment Amount”), the Class A Member shall also pay together with such payment an additional amount (the “Gross-Up Amount”) that, when added to such payment, will result in the recipients (including in the case of any Class B Member, the affiliated group with which such Class B Member files a single consolidated federal income tax return) receiving an amount equal to such Indemnity Payment Amount, after taking into account (i) the federal income taxes that are payable by the recipients (including the affiliated groups with which such Class B Member files a single consolidated federal income tax return) with respect to the receipt of such payment, using an assumed rate equal to the highest marginal federal income tax rate applicable to corporations generally (currently 35%), (ii) applicable state and local income taxes payable by the recipients (including the affiliated groups with which such Class B Member files a single consolidated federal income tax return) with respect to the receipt of such payment, determined using an assumed blended state and local tax rate of 2.5%, and assuming that each recipient recognizes the same amount of taxable income for state and local income tax purposes as it recognizes for federal income tax purposes in respect of such payment, (iii) the federal income tax savings from deductions (including losses) allowable to the recipients (including the affiliated group with which such Class A Member files a single consolidated federal income tax return) as a result of such Indemnity Payment Amount, using an assumed rate equal to the highest marginal federal income tax rate applicable to corporations generally (currently 35%), and (iv) state and local income tax savings from deductions (including losses) allowable to the recipients (including the affiliated group with which such Class B Member files a single consolidated federal income tax return) with respect to the Indemnity Payment Amount, determined using an assumed blended state and local tax rate of 2.5%, and assuming that each recipient is allowed taxable deductions for state and local income tax purposes in the same amount as it is allowed for federal income tax purposes in respect of such Indemnity Payment Amount. Any Indemnity Payment shall be reduced by the present value (as determined on the basis of a discount rate equal to the Target IRR and the same assumptions about taxability and tax rates) of any income tax benefit to be realized by the Indemnified Person or its Affiliates by reason of the facts and circumstances giving rise to such indemnification.

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ARTICLE XII

MISCELLANEOUS

Section 12.1.   Notices.   Unless otherwise provided herein, any offer, acceptance, election, approval, consent, certification, request, waiver, notice or other communication required or permitted to be given hereunder (collectively referred to as a “Notice”), shall be in writing and delivered (a) in person, (b) by registered or certified mail with postage prepaid and return receipt requested, (c) by recognized overnight courier service with charges prepaid or (d) by facsimile or other electronic transmission, directed to the intended recipient at the address of such Member on Schedule 4.2(d) or at such other address as any Member hereafter may designate to the others in accordance with a Notice under this Section 12.1. A Notice or other communication will be deemed delivered on the earliest to occur of (i) its actual receipt when delivered in person, (ii) the fifth Business Day following its deposit in registered or certified mail, with postage prepaid, and return receipt requested, (iii) the second Business Day following its deposit with a recognized overnight courier service or (iv) the date of receipt of a facsimile or other electronic transmission or, if such date of receipt is not a Business Day, the next Business Day following such date of receipt, provided the sender can and does provide evidence of successful transmission. Any Notice or other communication received on a day that is not a Business Day or later than 5:00 p.m. on a Business Day shall be deemed to be received on the next Business Day.

Section 12.2.   Amendment.   Except for an amendment of Schedule 4.2(d) in accordance with the terms of this Agreement, and a Transfer of Membership Interests and the admission of a new Member in accordance with the terms of this Agreement, this Agreement may be changed, modified or amended only by an instrument in writing duly executed by Members representing a Super-Majority Vote.

Section 12.3.   Partition.   Each of the Members hereby irrevocably waives, to the extent it may lawfully do so, any right that such Member may have to maintain any action for partition with respect to the Company property.

Section 12.4.   Waivers and Modifications.   Any waiver or consent, express, implied or deemed, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company or any action inconsistent with this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company or any other such action. Failure on the part of a Person to insist in any one or more instances upon strict performance of any provisions of this Agreement, to take advantage of any of its rights hereunder, or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that Person or its rights

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with respect to that default until the applicable statute of limitations period has lapsed. All waivers and consents hereunder shall be in writing duly executed by Members representing a Super-Majority Vote of the Members affected by such waiver or consent and shall be delivered to the other Members in the manner set forth in Section 12.1.

Section 12.5.   Severability.   Except as otherwise provided in the succeeding sentence, every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid terms or provision would be to cause any Party to lose the benefit of its economic bargain.

Section 12.6.   Successors; No Third-Party Beneficiaries.   This Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns. Nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Members that this Agreement shall not be construed as a third-party beneficiary contract. To the full extent permitted by law, no creditor or other third party having dealings with the Company shall have the right to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and permitted assigns. None of the rights of the Members herein set forth to make Capital Contributions or loans to the Company shall be deemed an asset of the Company for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Company or pledged or encumbered by the Company to secure any debt or other obligation of the Company or of any of the Members.

Section 12.7.   Entire Agreement.   This Agreement, including the Schedules attached hereto or incorporated herein by reference, constitutes the entire agreement of the Members with respect to the matters covered herein. This Agreement supersedes all prior agreements and oral understandings among the parties hereto with respect to such matters, including the Original Operating Agreement.

Section 12.8.   Governing Law.   This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict of laws rule or principle that might refer the governance or construction of this Agreement to the law of another jurisdiction.

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Section 12.9.   Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

Section 12.10.   Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart.

Section 12.11.   Dispute Resolution.

(a)           Except as provided in Section 12.11(b), in the event a dispute, controversy or claim arises hereunder, the aggrieved party will promptly provide written notification of the dispute to the other party within ten (10) days after such dispute arises. A meeting will be held promptly between the parties, attended by representatives of the parties with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If the parties are not successful in resolving a dispute within 21 days, the parties will thereafter be entitled to pursue all such remedies as may be available to them.

(b)           If any Class B Member disputes any item or procedure or calculation of, or which affects, the Flip Date contained in any notice or report delivered by the Manager to such Class B Member, such Class B Member shall (i) notify the Manager and other Members not more than five Business Days after such Class B Member has received the disputed notice or report and (ii) pay any amount that is due from and payable by such Class B Member and not in dispute. In such event, the Members and the Manager shall consider the issues raised or in dispute and discuss such issues with each other and attempt to reach a mutually satisfactory agreement. If notice of dispute is not given by any Class B Member within such period, the notice or report and each disputed item contained therein will be final and binding on the Members. If the dispute as to the Manager’s calculations is not promptly resolved within ten (10) Business Days of such notification of the dispute, the Class B Members and the Manager shall each promptly present their interpretations to an Independent Accounting Firm, and shall instruct the Independent Accounting Firm to determine the correct amount of the calculations in dispute (if applicable, in accordance with the methodology in Section 6.5) and to resolve the dispute promptly, but in no event more than twenty Business Days after having the dispute submitted to it. The Independent Accounting Firm will make a determination as to each of the items in dispute, which must be (i) in writing, (ii) furnished to each Member and the Manager and (iii) made in accordance with this Agreement, and which determination, absent manifest error, will be conclusive and binding on all Members.

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Each Member shall use reasonable efforts to cause the Independent Accounting Firm to render its decision as soon as reasonably practicable, including by promptly complying with all reasonable requests by the Independent Accounting Firm for information, books, records and similar items. In the event the Independent Accounting Firm determines that any of the calculations in dispute was incorrect in any material respect, the fees and expenses of the Independent Accounting Firm shall be borne by Class A Members (pro rata in proportion to their Capital Interests). In all other cases the fees and expenses of the Independent Accounting Firm shall be borne by the Class B Member disputing any of the calculations (if more than one, pro rata in proportion to their Capital Interests).

Section 12.12. Confidentiality.

(a)           Except to the extent necessary for the exercise of its rights and remedies and the performance of its obligations under this Agreement, no Member will itself use or intentionally disclose (and will not permit the use or disclosure by any of its Affiliates, or any of the officers, directors or employees of it or its Affiliates or any of its Representatives, directly or indirectly, any of the Material Contracts, the Company LLC Agreement or this Agreement or information furnished thereunder or hereunder, and will use all reasonable efforts to have all such information kept confidential (consistent with its own practices); provided, that (i) any such Member and its Affiliates and Representatives may use, retain and disclose any such information to any Governmental Authority or as otherwise required by Applicable Law, (ii) any such Member and its Affiliates and Representatives may use, retain and disclose any such information that has been publicly disclosed (other than by such party or any Affiliates and Representatives thereof in breach of this Section 12.12) or has rightfully come into the possession of such Member or any Affiliate or Representative thereof other than from another Member or a Person acting on such other Member’s behalf and under circumstances not involving, to the best of such Member’s knowledge, any breach or any confidentiality obligation, (iii) to the extent that any such Member or any Affiliate or Representative thereof may have received a subpoena or other written demand under color of legal right for such information, such Member or such Affiliate or Representative may disclose such information, but such Member shall first, unless prohibited by Applicable Law, as soon as practicable upon receipt of such demand, furnish a copy thereof to the other Members and, if practicable so long as such Member shall not be in violation of such subpoena or demand or likely become liable to any penalty or sanctions thereunder unless based upon counsel’s opinion, such Member is advised it must disclose such information, afford the other Members reasonable opportunity, at any other Member’s cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, shall cooperate with any reasonable efforts of the other Members to obtain a protective order or other similar relief, shall keep the other Members informed of any developments with respect to the compulsion or request for information, and shall disclose only so much of the information

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as, in the opinion of its legal counsel, is legally required, (iv) disclosures to lenders, potential lenders or other Persons providing financing to the Company or any Member and potential purchasers of equity interests in the Company are permitted, if such Persons have agreed to abide by terms substantially similar to the obligations of the Members under this Section 12.12, (v) any such Member and its advisors may disclose any such information, and make such filings, as may be required by this Agreement or the Material Contracts, (vi) any such Member which is an insurance company or an Affiliate thereof may disclose such information to the National Association of Insurance Commissioners and any rating agency requiring access to its investment portfolio and (vii) each of JPMCC and JPM Wind may disclose any such information to any prospective third party purchaser of an ownership interest in JPM Wind Portfolio in connection with a JPM Portfolio Transfer and a sale of ownership interests in JPM Wind Portfolio to such third party to the extent that such third party executes a confidentiality agreement with JPM Wind or JPMCC containing substantially the same terms and conditions as are set forth in this Section 12.12. Notwithstanding anything herein to the contrary, Members may disclose information to (A) their Affiliates and Representatives in accordance with this Agreement, so long as such Persons agree to comply with the provisions of this Section 12.12.

(b)           A terminated Member may, subject to the other provisions of this Section 12.12, retain and use information regarding the transactions contemplated in the Transaction Documents and this Agreement for the limited purpose of preparing such Terminated Member’s tax returns and defending audits, investigations and proceedings relating thereto and hereto.

(c)           The Members agree that no adequate remedy at law exists for a breach or threatened breach of any of the provisions of this Section 12.12, the continuation of which unremedied will cause the Company and the other Members to suffer irreparable harm. Accordingly, the Members agree that the Company and the other Members shall be entitled, in addition to other remedies that may be available to them, to immediate injunctive relief from any breach of any of the provisions of this Section 12.12 and to specific performance of their rights hereunder, as well as to any other remedies available at law or in equity.

(d)           The obligations of the Members under this Section 12.12 shall terminate on the third anniversary of the LLC Agreement Termination Date.

Section 12.13. Joint Efforts.    To the full extent permitted by law, neither this Agreement nor any ambiguity or uncertainty herein will be construed against any of the parties hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been prepared by the joint efforts of the respective attorneys for, and has been reviewed by, each of the parties hereto.

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Section 12.14. Specific Performance.     The Members agree that irreparable damage will result if this Agreement is not performed in accordance with its terms, and the Members agree that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, to the fullest extent permitted by law, the provisions hereof and the obligations of the Members hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that a Member may have under this Agreement, at law or in equity.

Section 12.15. Survival.      All indemnities and reimbursement obligations made pursuant to this Agreement shall survive dissolution and liquidation of the Company until expiration of the longest applicable statute of limitations (including extensions and waivers) with respect to the matter for which a Person would be entitled to be indemnified or reimbursed, as the case may be.

Section 12.16. Working Capital Loans; Letter of Credit Reimbursement Obligations.      UPC, UPC Hawaii, or any Affiliate of UPC may make (but will have no obligation to make), or any third party lender may make, loans to the Company or the Project Company, when and as needed (as determined by the Managing Member and without any requirement for consent or other action by any Class B Member), sufficient to cover working capital, maintenance and capital expenditure needs of the Company or the Project Company in an aggregate principal amount outstanding at any time not to exceed $350,000 (provided that such sum may be increased by any additional sum that the Managing Member in good faith determines is required to be obtained in order to meet an emergency affecting the Company or the Project Company) for the Company and the Project Company, combined (any such loan, a “Working Capital Loan”). All Working Capital Loans shall be unsecured and repaid out of available cash flow of the Company (if the Company is the borrower) or the Project Company (if the Project Company is the borrower) before any distributions to members of such entity. Any Working Capital Loans made by UPC, UPC Hawaii or an Affiliate of UPC shall (a) be evidenced by a note substantially in form of Exhibit D hereto and (b) otherwise be on terms equivalent in all material respects to loans that would be available from a third party lender that is not an Affiliate of UPC, and (c) constitute a loan to the Company and shall not be deemed a Capital Contribution.

Section 12.17. Effective Date.      This Agreement shall have no force or effect unless and until the funding of the transactions contemplated by the Purchase Agreement, occurs, at which time this Agreement shall automatically and without any further action become effective simultaneously with such Closing.

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Section 12.18. Recourse Only to Member.      The sole recourse of the Company for performance of the obligations of any Member hereunder shall be against such Member and its assets and not against any assets or property of any present or future stockholder, partner, member, officer, employee, servant, executive, director, agent, authorized representative or Affiliate of such Member.

[Remainder of this page left intentionally blank.]

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IN WITNESS WHEREOF, the parties, each a Member, have caused this Amended and Restated Limited Liability Company Agreement to be signed by their respective duly authorized officers as of the date first above written.

UPC HAWAII WIND PARTNERS, LLC
By:	/s/ Evelyn Lim
	Name:  Evelyn Lim
	Title:    Secretary
JPM CAPITAL CORPORATION
By:
	Name:
	Title:
JPMC WIND INVESTMENT LLC
By:	JPM Capital Corporation,
	its Managing Member
	By:
	Name:
	Title:

IN WITNESS WHEREOF, the parties, each a Member, have caused this Amended and Restated Limited Liability Company Agreement to be signed by their respective duly authorized officers as of the date first above written.

UPC HAWAII WIND PARTNERS, LLC
By:
	Name:
	Title:
JPM CAPITAL CORPORATION
By:	/s/ Yale C. Henderson
	Name:  Yale C. Henderson
	Title:   Managing Director
JPMC WIND INVESTMENT LLC
By:	JPM Capital Corporation,
	its Managing Member
	By:	/s/ Yale C. Henderson
	Name:  Yale C. Henderson
	Title:   Managing Director

Annex I

Please see attached.

Annex I - 1

Annex I

Definitions

“Accounting Firm” means the Company’s primary independent accounting firm, which shall be any of Deloitte Touche Tohmatsu, Ernst & Young, KPMG International, Pricewaterhouse Coopers or any nationally-recognized Affiliate thereof, at the Managing Member’s election, or such other firm of certified public accountants as is approved by Members representing a Super-Majority Vote.

“Act” means the Delaware Limited Liability Company Act, Delaware Code Ann. 6, Sections 18-101, et seq. and any successor statute, as the same may be amended from time to time.

“Active Person” has the meaning given such term in the definition of Approved Transferee.

“Adjusted Capital Account” means the Capital Account of a Member (a) increased by the amount of potential deficit that the Member is deemed obligated to restore, calculated as described in the last sentence of Treasury Regulation Section 1.704-2(g)(1) and the last sentence of Treasury Regulation Section 1.704-2(i)(5), and (b) decreased by expected items described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) and (6).

“Affected Member” is defined in Section 9.11(a) of the Company LLC Agreement.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such first Person. For purposes of this definition, the term “control” (and correlative terms) means (1) the ownership of 50% or more of the equity interest in a Person, or (2) the power, whether by contract, equity ownership or otherwise, to direct or cause the direction of the policies or management of a Person.

“Agreement” means the Purchase Agreement or Company LLC Agreement in which the term is used.

“Annual IRR Report” is defined in Section 6.5(a) of the Company LLC Agreement.

“Applicable Laws” means all laws, treaties, constitutions, statutes, rules, regulations, ordinances, judgments, orders, regulations, decrees, injunctions, settlements

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and writs of any Governmental Authority having jurisdiction over any Member, the Company, the Project Company or the Project, as applicable.

“Appraisal Method” shall mean one appraiser shall be appointed by the Class A Members and one appraiser shall be appointed by the Class B Members, in each case, within 15 days of a party invoking the procedure described in this definition, which appraisers shall attempt to agree upon the fair market value of the Class B Membership Interests. Provided that the Class A Members are provided two (2) Business Days’ written notice prior to the expiration of the 15 day period referenced in the immediately preceding sentence, if either the Class A Member or the Class B Member does not appoint its appraiser within 5 days after the end of such 15 day period, the determination of the appraiser appointed by the other Person (if so appointed within such period) shall be conclusive and binding on the Members. If the appraisers appointed by the Class A Members and the Class B Members are unable to agree upon the fair market value of the Class B Membership Interests within 30 days after the appointment of the second of such appraisers, the two appraisers shall appoint a third appraiser. In such case, the average of the determinations of the three appraisers shall be conclusive and binding on the Members, unless the determination of one independent appraiser differs from the middle determination by more than twice the amount by which the third determination differs from the middle determination, in which case the determination of the most disparate appraiser shall be excluded, and the average of the remaining two determinations shall be conclusive and binding on the Members.

“Approved Budget” is defined in Section 7.1 of the Company LLC Agreement.

“Approved Transferee” means any Person that (i) satisfies the requirements in the Company LLC Agreement for all Transfers of Class B Membership Interests, (ii) is not a Person that UPC or MN considers a “competitor” as defined below, (iii) is not and has not been involved in any pending or threatened action, suit or proceeding with UPC or MN, any of their Affiliates, the Company or the Project Company, (iv) is not a Related Person, and (v) is either (A) a Person listed on Schedule 2-A to the Company LLC Agreement and each of their Affiliates, subsidiaries and successors (it being understood and agreed that no Person listed on Schedule 2-A to the Company LLC Agreement, nor any Affiliate or subsidiary of a Person listed on Schedule 2-A to the Company LLC Agreement, is considered to be a competitor as of the Effective Date) or (B) is approved in writing by UPC (such approval not to be unreasonably withheld or delayed). For this purpose, “competitor” means any Person that is, or whose Affiliate is, then directly or indirectly engaged in managing, operating, maintaining or developing projects for the production of electricity for sale to others from wind with an aggregate capacity of more than 200 megawatts or any other Person identified on the Prohibited Transferees List (an “Active Person”), except for an Affiliate of an Active Person (other than an Active Person identified on the Prohibited Transferees List where such Affiliate of an Active Person is

I - 2

an entity that is regularly involved in making passive investments in such facilities (a “Passive Investor”) if such Passive Investor certifies in a manner reasonably acceptable to UPC that it has in place procedures to prevent its Affiliates which are Active Persons from acquiring confidential information from it relating to the Company, the Project Company or the Project. For the avoidance of doubt, an “Approved Transferee” must satisfy all conditions in clauses (i) through (v).

“Bankruptcy” of a Person means the occurrence of any of the following events: (i) the filing by such Person of a voluntary case or the seeking of relief under any chapter of Title 11 of the United States Bankruptcy Code, as now constituted or hereafter amended (the “Bankruptcy Code”), (ii) the making by such Person of a general assignment for the benefit of its creditors, (iii) the admission in writing by such Person of its inability to pay its debts as they mature, (iv) the filing by such Person of an application for, or consent to, the appointment of any receiver or a permanent or interim trustee of such Person or of all or any portion of its property, including the appointment or authorization of a trustee, receiver or agent under applicable law or under a contract to take charge of its property for the purposes of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors, (v) the filing by such Person of a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, (vi) an involuntary case is commenced against such Person by the filing of a petition under any chapter of Title 11 of the Bankruptcy Code and within 60 days after the filing thereof either the petition is not dismissed or the order for relief is not stayed or dismissed, (vii) an order, judgment or decree is entered appointing a receiver or a permanent or interim trustee of such Person or of all or any portion of its property, including the entry of an order, judgment or decree appointing or authorizing a trustee, receiver or agent to take charge of the property of such Person for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of the creditors of such Person, and such order, judgment or decree shall continue unstayed and in effect for a period of 60 days, or (viii) an order, judgment or decree is entered, without the approval or consent of such Person, approving or authorizing the reorganization, insolvency, readjustment of debt, dissolution or liquidation of such Person under any such law or statute, and such order, judgment or decree shall continue unstayed and in effect for a period of 60 days. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede the definition of “Bankruptcy” in Sections 18-101(1) and 18-304 of the Act.

“Base Case Model” means the financial model attached as Exhibit C to the Company LLC Agreement.

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“Bid” is defined in Section 9.6 of the Company LLC Agreement.

“Bona Fide Purchaser” means any Person (other than an Affiliate of any Member, or other entity with common ownership) who has delivered a good faith written offer to purchase a Member’s Membership Interests in the Company for cash or other consideration and has the requisite financial resources necessary to purchase and acquire such Membership Interests.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banks in New York City are authorized or required to be closed.

“Buyout Event” is defined in Section 9.11(a) of the Company LLC Agreement.

“Buyout Price” is defined in Section 9.11(c) of the Company LLC Agreement.

“Capital Account” means an account for each Member calculated as described in Section 4.2 of the Company LLC Agreement and used to distribute assets at liquidation as described in Section 10.2 of the Company LLC Agreement.

“Capital Contribution” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property contributed to the Company with respect to the Membership Interests in the Company held or purchased by such Member.

“Capital Interest” means, with respect to any Member, at any time, as the context may require, (i) the balance of such Member’s Capital Account, determined in accordance with Section 4.2 of the Company LLC Agreement, at such time; (ii) the amount, expressed as a percentage, equal to the faction the numerator of which is the balance referred to in clause (i) at such time and the denominator of which is the aggregate Capital Account balances of all Members at such time; or (iii) the amount, expressed as a percentage, equal to the fraction the numerator of which is the balance referred to in clause (i) at such time and the denominator of which is the aggregate Capital Account balances of all Class A Members or Class B Members, as the context may require, at such time.

“Cash Difference” is defined in Section 6.5(d) of the Company LLC Agreement.

“Cause” means the commission by the Managing Member, acting in its capacity as Managing Member, of fraud, willful misconduct or gross negligence or the occurrence of any wrongful action or inaction of the Managing Member that results in harm to the Class B Members requiring the payment of a material amount pursuant to Section 11.1 of the Company LLC Agreement.

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“Certificate of Formation” has the meaning in the preliminary statements of the Company LLC Agreement.

“Change of Member Control” means with respect to any Member, an event (such as a Transfer of voting securities) that causes such Member to cease to be Controlled by such Member’s direct Parent; provided, however, that an event that causes such Member’s direct or indirect Parent to be Controlled by another Person (or an Organic Transaction) shall not constitute a Change of Member Control; provided, further, however, that any JPM Portfolio Transfer shall not constitute a Change of Member Control.

“Claim” means any and all judgments, awards, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental Authority investigations or audits, losses (including amounts paid in settlement of claims), assessments, fines, penalties, administrative orders, injunctions, obligations, costs, expenses, taxes, liabilities and damages (including any loss of profits, consequential, punitive, incidental or special damages recovered by any Third Party, but excluding loss of profits, consequential (other than loss of Tax Credits, it being agreed, for the avoidance of doubt, that “Claims” shall include any loss of Tax Credits suffered by a Member or an Affiliate thereof), punitive, incidental or special damages asserted by any Member or an Affiliate, and including, without limitation, interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts).

“Claim Notice” is defined in Section 11.3(b) of the Company LLC Agreement.

“Class A Guarantors” means, together, each of UPC and MN.

“Class A Guarantee” means the Guarantee by UPC and MN of the indemnity and warranty obligations of (a) the Initial Member under the Purchase Agreement, (b) the Class A Members, Managing Member and Tax Matters Member under the Company LLC Agreement and (c) the Manager under the Management Services Agreement, jointly and severally, in the form of the guarantee in Exhibit C to the Purchase Agreement, up to an aggregate cap of $30 million.

“Class A Member” means a Member holding one or more Class A Membership Interests.

“Class A Membership Interests” means Class A membership interests in the Company that are held initially by UPC Hawaii and have the rights described in the Company LLC Agreement.

“Class B Member” means a Member holding one or more Class B Membership Interests.

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“Class B Membership Interests” means Class B membership interests in the Company that are held initially by UPC Hawaii and sold to the Purchasers and have the rights described in the Company LLC Agreement.

“Closing” is defined in Section 2.3 of the Purchase Agreement.

“Closing Appraisal” means the “desktop” appraisal by DAI Management Consultants, Inc. of the fair market value of the Company based on discounted cash flows of the Project Company and the useful life of each Project, which will also contain a depreciable property cost segregation.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” means UPC Hawaii Wind Partners II, LLC, a Delaware limited liability company.

“Company Indebtedness” means all outstanding indebtedness of the Company estimated as of the Closing Date to be approximately $11,668,000, together with accrued and unpaid interest thereon.

“Company LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company, among the Initial Member, JPMCC and JPMC Wind, substantially in the form of Exhibit A to the Purchase Agreement and dated as of the Closing Date, as the same may be amended, supplemented or replaced from time to time.

“Company Minimum Gain” means the amount of minimum gain there is in connection with nonrecourse liabilities of the Company, calculated in the manner described in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

“Consolidated Net Worth” means, with respect to a Person, (a) the consolidated tangible assets of such Person minus (b) the consolidated liabilities of such Person determined in accordance with GAAP.

“Consultation” or “Consult” means to confer with, and reasonably consider and take into account the reasonable suggestions, comments or opinions of another Person.

“Control” means the possession, directly or indirectly, of either of the following:

(a)(i) in the case of a corporation, more than 50% of the outstanding voting securities thereof; (ii) in the case of a limited liability company, partnership, limited

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partnership or joint venture, the right to more than 50% of the distributions (including liquidating distributions) therefrom; (iii) in the case of a trust or estate, including a business trust, more than 50% of the beneficial interest therein; and (iv) in the case of any other entity, more than 50% of the economic or beneficial interest therein; or

(b)in the case of any entity, the power or authority, through ownership of voting securities, by contract or otherwise, to exercise a controlling influence over the management of the entity.

“Curative Flip Allocation” is defined in Section 6.5(e) of the Company LLC Agreement.

“Depreciation” means for each Fiscal Year or part thereof, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for United States federal income tax purposes with respect to an asset for such Fiscal Year or part thereof, except that if the Gross Asset Value of an asset differs from its adjusted basis for United States federal income tax purposes at the beginning of such Fiscal Year, the depreciation, amortization, or other cost recovery deduction for such Fiscal Year or part thereof shall be an amount which bears the same ratio to such Gross Asset Value as the United States federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or part thereof bears to such adjusted tax basis. If such asset has a zero adjusted tax basis, the depreciation, amortization, or other cost recovery deduction for each taxable year shall be determined under a method reasonably selected by the Managing Member and agreed to by Members representing a Super-Majority Vote.

“Designated Transfers” is defined in Section 9.12 of the Company LLC Agreement.

“Distributable Cash” means, as of any date, all cash, cash equivalents and liquid investments (excluding Capital Contributions and Permitted Investments) held by the Company as of such date less all reserves that, in the reasonable judgment of the Managing Member, are necessary or appropriate for the operation of the Company, the Project Company or the Project consistently with the Prudent Operator Standard. Reasonable reserves shall consist of any combination of the following reserves as reasonably determined by the Managing Member: (i) necessary for payment of expenses included in the Approved Budget, (ii) necessary to prevent or mitigate an emergency situation, (iii) established with the prior written consent of the Members (by Super-Majority Vote), (iv) necessary to allow the Company to meet expenses that are clearly identified and expected with reasonable certainty to become due, but that are not included in the Approved Budget (including amounts owing under the Oil Swap), (v) necessary to ensure sufficient spare parts or the payment of operational and maintenance costs for each of the Projects, or (vi) one or more additional reserves not referred to in the

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preceding clauses of this definition of “Distributable Cash” that do not in the aggregate exceed $350,000.

“Distribution Date” means, in respect of any month, the date that falls on the last Business Day of the following calendar month; provided, that with respect to a month in which the Target IRR is deemed to have been achieved, such later date following the determination in accordance with Section 6.5(a) of the Company LLC Agreement that the Target IRR has in fact been achieved.

“Drag-Along Notice” is defined in Section 9.7 of the Company LLC Agreement.

“DSCR Funds” means the aggregate total amount (estimated to be approximately three million Dollars) of all funds released to the Project Company from the debt service reserve account maintained in connection with the Project Company Indebtedness.

“Effective Date” is defined in the introductory paragraph of the Company LLC Agreement.

“Encumbrance” means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, mortgage, security interest, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Laws” means all Applicable Laws pertaining to the environment, human health, safety and natural resources, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), and the Superfund Amendments and Reauthorization Act of 1986, the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), and the Hazardous and Solid Waste Amendments Act of 1984, the Clean Air Act (42 U.S.C. §§ 7401 et seq.),, the Federal Water Pollution Control Act (also known as the Clean Water Act) (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Endangered Species Act (16 U.S.C. §§ 1531 et seq.), the Migratory Bird Treaty Act (16 U.S.C. §§ 703 et seq.), the Bald Eagle Protection Act (16 U.S.C. §§ 668 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §§2701 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), and any similar or analogous state and local statutes or regulations promulgated thereunder and decisional law of any Governmental Authority, as each of the foregoing may amended or supplemented from time to time in the future.

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“Environmental Losses” means, without duplication, in connection with the Project and the Premises, all (a) liabilities, losses, damages and penalties (including any punitive, incidental, or special damages recovered by any Third Person against any Indemnified Persons and shall not include a loss of profits or consequential damages, (b) penalties, assessments, natural resource damages, and response costs (such as the cost of any testing, monitoring, cleanup or other required response action), (c) reasonable consultants’ and attorneys’ fees with respect to Environmental Losses, and (d) costs necessary to bring the Project into compliance with Environmental Laws; provided, that Environmental Losses shall not include losses, liabilities, damages, penalties or other costs arising from a “taking” (as such term is defined in the Endangered Species Act) of any Hawaiian Petrel, Nene, Hawaiian Hoary Bat or Newell’s Shearwater resulting from the operation of the Project in accordance with the Prudent Operator Standard.

“Exhibits” means exhibits attached to either the Purchase Agreement or the Company LLC Agreement, as the context suggests.

“Existing Security Agreements” means the documents identified as items 10, 11 and 12 on Schedule 3.1 (q) of the Purchase Agreement.

“Expansion Project” is defined in Section 3.4(b) of the Company LLC Agreement.

“FERC” means the Federal Energy Regulatory Commission and any successor thereto.

“Fiscal Year” is defined in Section 7.7 of the Company LLC Agreement.

“Fixed Tax Assumptions” means the following assumptions: (i) the federal income tax rate (and the inapplicability of any state, local, foreign or other income taxes) and (ii) the applicable depreciation periods, methods and conventions, provided that such depreciation periods, methods and conventions shall not include the amounts used for such depreciation periods, methods and conventions (it being understood that the Base Case Model shall be adjusted to reflect the actual recognition by the Company or the Project Company of the deduction for such depreciation amounts).

“Flip Date” means the last day of the month in which Purchasers achieve an Internal Rate of Return equal to or greater than the Target IRR.

“Flip Exercise Notice”, “Flip Purchase Option” and “Flip Purchase Price” are defined in Section 9.9 of the Company LLC Agreement.

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“GAAP” means generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants, as in effect from time to time, consistently applied and maintained on a consistent basis for a Person throughout the period indicated and consistent with such Person’s prior financial practice.

“Governmental Approval” means any permit, license, approval or authorization of any Governmental Authority.

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court or other instrumentality of any country, state, province, county, parish or municipality, jurisdiction, or other political subdivision thereof.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted tax basis for federal income tax purposes, except as follows:

(a)           the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the Gross Fair Market Value of such asset as of the date of contribution; provided, that the initial Gross Asset Values of the assets contributed to the Company pursuant to Section 4.2(d) of the Company LLC Agreement shall be shown in Schedule 4.2(d) to the Company LLC Agreement;

(b)           the Gross Asset Values of all Company assets shall be adjusted to equal their respective fair market values as of the following times: (i) the acquisition of additional Membership Interests in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of money or Company property as consideration for Membership Interests in the Company; and (iii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i) and (ii) shall be made only if the Managing Member reasonably determines, after Consultation with the Members, that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c)           the Gross Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal the Gross Fair Market Value of such asset on the date of distribution;

(d)           the Gross Asset Values of all Company assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are required to be taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant

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to this subsection (d) to the extent that the Managing Member determines that an adjustment pursuant to subsection (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and

(e)           if the Gross Asset Value of an asset has been determined or adjusted pursuant to subsection (a), (b) or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset.

“Gross Fair Market Value” means, with respect to any asset, the fair market value of the asset as reasonably determined by the Managing Member and agreed to by Members representing a Super-Majority Vote.

“Gross-Up Amount” is defined in Section 11. 5 of the Company LLC Agreement.

“Hazardous Substances” means (A) any hazardous materials, hazardous wastes, hazardous substances, toxic wastes, solid wastes, and toxic substances as those or similar terms are defined under any Environmental Laws; (B) any asbestos or asbestos containing material; (C) polychlorinated biphenyls (“PCBs”), or PCB containing materials or fluids; (D) radon; (E) any petroleum, petroleum hydrocarbons, petroleum products, crude oil and any fractions or derivatives thereof; and (F) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or contaminant that, whether by its nature or its use, is subject to regulation or giving rise to liability under any Environmental Laws.

“Hedge Support” means any letters of credit, guarantees, bonds, surety contracts and other credit support arrangements (and any related reimbursement obligation) to support the payment and performance obligations of the Project Company under any hedge agreement to which the Project Company is a party.

“HSR Act” means the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended and the regulations adopted thereunder.

“Indemnified Person” is defined in Section 11.1 (a) of the Company LLC Agreement.

“Indemnify” or “Indemnifying” means to indemnify, protect, defend and hold harmless.

“Indemnity Claim” means a Claim for which any Indemnified Person may seek indemnification under Section 11.1 of the Company LLC Agreement.

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“Indemnity Payment Amount” is defined in Section 11.5 of the Company LLC Agreement.

“Independent Accounting Firm” means an accounting firm that is mutually acceptable to the Class A Members and Class B Members.

“Independent Engineer” means Garrad Hassan America Inc., R.W. Beck, Inc., Global Energy Concepts or such other independent engineer that is mutually acceptable to the Class A Members and Class B Members.

“Initial Member” means UPC Hawaii Wind Partners, LLC.

“Internal Rate of Return” means, with respect to the Class B Members and at any time of determination, the discount rate that sets the present value of A equal to B, where A is the sum of (a) the Tax Credits, plus (b) the tax savings from tax losses allocated to the Class B Members, plus (c) the cash distributed to the Class B Members, plus (d) any indemnity payments to the Class B Members by the Class A Member under Article 11 of Company LLC Agreement or by the Manager under any Management Services Agreement that compensate for loss of any item listed in the foregoing clauses (a), (b) and (c), minus (e) the tax detriment from any taxable income or gain allocated to the Class B Members by the Company, and B is the Purchase Price. Section 6.5 of the Company LLC Agreement has a list of assumptions and conventions that will be used when calculating the Internal Rate of Return.

“IRS” means the Internal Revenue Service or any successor agency.

“JPM Portfolio Transfer” means the transfer by JPM Wind Assignor to JPM Wind Portfolio of 100% of its ownership interest in JPMC Wind.

“JPMC Wind” means JPMC Wind Investment LLC.

“JPM Wind Assignor” means JPM Wind Assignor Corporation, the direct 50.01% owner of JPMC Wind prior to effecting the JPM Portfolio Transfer.

“JPM Wind Portfolio” means JPM Wind Portfolio I, LLC.

“JPMCC” means JPM Capital Corporation.

“Knowledge” means the actual knowledge of the following individuals: (i) senior management of the Initial Member: Paul Gaynor, President; Tim Rosenzweig, Treasurer; Evelyn Lim, Secretary; (ii) senior management of the Manager: Paul Gaynor, President & CEO; Timothy Rosenzweig, Vice President, Finance & CFO; Evelyn Lim, Secretary and General Counsel; Michael Alvarez, Executive Vice President and COO; David Cowan,

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Vice President, Environmental Affairs; and (iii) Miguel Rosales, Regional Operations Manager — West.

“Legal Requirement” means any law (including common law), statute, act, decree, ordinance, rule, directive (to the extent having the force of law) order, treaty, code or regulation (including any of the foregoing relating to health or safety matters or any Environmental Law) or any interpretation of any of the foregoing, as enacted, issued or promulgated by any Governmental Authority, including all amendments, modifications, extensions, replacements or re-enactments thereof.

“Liens” means any liens, pledges, claims, security interests, easements, rights of way, mortgages, deeds of trust, covenants, restrictions, rights of first refusal or defects in title.

“LLC Agreement Termination Date” is defined in Section 2.4 of the Company LLC Agreement.

“Major Decisions” means:

With respect to the Pre-Flip Period, any of the following:

(a)           Any sale, lease or other voluntary disposition of any interest, option, warrant or similar right to acquire any interest, of any kind in the Company, including any membership interest in the Project Company or of all or substantially all of the assets of the Company or the Project Company;

(b)           Any sale, lease or other voluntary disposition of assets of the Project Company with an aggregate fair market value in excess of $400,000 during any 12-month period, other than sales of energy, related environmental attributes (such as renewable energy credits and carbon allowances), related ancillary benefits (such as capacity credits), quitclaims of unused land rights, or otherwise in the Ordinary Course of Business;

(c)           Any encumbrance or grant of any Encumbrance on the assets or rights of the Company or the assets and rights of the Project Company other than Permitted Liens;

(d)           The Company or the Project Company taking action to (1) cancel, suspend, renew or terminate any Material Contract, (2) assign, release or relinquish the rights or obligations of any party to, or amend, any Material Contract if any of the foregoing items in this clause (2) would have a Material Adverse Effect on the Company or the Project Company, or (3) renew any or enter into any replacement Material Contract except to the extent such renewal or replacement is on substantially the same terms as the

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original Material Contract, provided, that none of the following will be considered a Major Decision: (w) taking any of the actions referred to above with respect to any Material Contract covering or relating to any sale, lease or voluntary disposition of assets that is excluded from paragraph (b) above, (x) any of the actions referred to above if the actions are (i) required by any Governmental Authority or (ii) agreements or instruments permitted under the Company LLC Agreement, (y) the replacement of any Hedge Support with other Hedge Support that provides up to the same amount of and is the same type of, credit support, and (z) the enforcement or management of contracts with suppliers, including settlement of liquidated damage claims with turbine vendors and declarations of substantial and final completion under turbine contracts and balance-of-plant construction contracts;

(e)           The Company or the Project Company taking or filing any action or instituting any proceedings in Bankruptcy;

(f)            Any merger or consolidation of the Company or the Project Company with any Person or the acquisition of all or substantially all of the assets or stock of any class of any Person, or any change of the Company’s legal form, other than a liquidation of the Project Company into the Company;

(g)           The Company adopting, amending or exceeding the Approved Budget for the Project Company, except that the following will not be considered a Major Decision: (1) adopting of an Approved Budget containing an aggregate expense amount for any Fiscal Year that is not more than 10% above the annual spending projected in the Base Case Model for such Fiscal Year or 5% above the aggregate expense amount reflected in the Approved Budget for the previous Fiscal Year, (B) spending up to 115% of the aggregate expense amount reflected in the Approved Budget for a Fiscal Year and (C) emergency spending above the 115%) limit, except that non-recurring budget items that are not included in the Base Case Model and that are not incurred or expected to be incurred in the Ordinary Course of Business will be excluded when applying the percentages in this paragraph;

(h)           Any incurrence or guarantee of indebtedness for borrowed money, other than indebtedness secured by Permitted Liens, indebtedness under the Working Capital Loan or otherwise consisting of obligations arising in the Ordinary Course of Business of the Company or the Project Company, and obligations arising under the Material Contracts;

(i)            Any issuance or redemption by the Company or the Project Company of any Membership Interests or other equity interest of any kind in the Company or the Project Company;

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(j)            Approval, execution, amendment, modification or termination of any material contract, lease or agreement with an Affiliate of any Member, except as otherwise permitted under the Company LLC Agreement;

(k)           Any settlement of claims, litigation or arbitration (excluding the payment of undisputed liquidated damages) if, as a result of such settlement, the Company or the Project Company would be obligated to pay more than $200,000 in the aggregate, or that includes consent to or an award of an injunction, specific performance or other equitable relief;

(1)           Any action that would cause the Company or the Project Company to engage in any business or activity that is not within the purpose of such entity, as set forth in such entity’s organizational documents, or to change such purpose;

(m)          Any amendment or cancellation of the certificate of formation of the Company or the Project Company or any Transaction Document if such amendment or cancellation would have a Material Adverse Effect on the Class B Members, taken as a group;

(n)           The admission of any additional member in the Company or the Project Company, other than pursuant to terms of the Company LLC Agreement or in connection with the exercise of rights by any lenders to the Initial Member to whom the Initial Member has pledged its Membership Interests to secure a borrowing by the Initial Member;

(o)           Any consent, approval or waiver that would allow any capital expenditure, other than (1) as contemplated by the Material Contracts and in accordance with the applicable Approved Budget, (2) expenditures required by law or an expense with respect to the Company that is not included in an Approved Budget or any approved variance therefrom and which is incurred, in the reasonable judgment of the Managing Member, to avoid or to mitigate a material risk of physical injury to any person, or a material financial loss or damage to the Company, the Project Company or the Project, or a violation of law, and (3) acquisition or capital lease of any asset or right with a value not in excess of $200,000;

(p)           The Company or the Project Company hiring any employees, entering into or adopting any bonus, profit sharing, thrift, compensation, option, pension, retirement, savings, welfare, deferred compensation, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any directors, officers or employees of the Company;

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(q)           The Company or the Project Company (i) changing its methods of accounting as in effect on the Effective Date, except as required by GAAP, or taking any action, other than reasonable and usual actions in the Ordinary Course of Business or specifically contemplated under the Material Contracts, with respect to accounting policies or procedures, unless required by GAAP, (ii) consenting to any tax audit adjustment or (iii) engaging a replacement Accounting Firm;

(r)            The Company or the Project Company taking any action that would result in an event of default, or that would result in the acceleration of any obligation or termination of any right, under any Material Contract;

(s)           The Company or the Project Company permitting (i) possession of property of the Company or the Project Company by any Member (unless such action is taken pursuant to the express terms of any Material Contract), (ii) the assignment, transfer or pledge of rights of the Company or the Project Company in specific property of the Company or the Project Company for other than a Company or a Project Company purpose or other than for the benefit of the Company or the Project Company, or (iii) any commingling of the funds of the Company or the Project Company with the funds of any other Person;

(t)            The Company or the Project Company allowing itself to be treated as other than a partnership for federal income tax purposes, or taking any of the following actions: (i) causing or permitting the Company or the Project Company to receive or claim any grants, tax-exempt bonds, subsidized energy financing or other federal tax credits, each within the meaning of Section45(b)(3) of the Code; (ii) causing or permitting the Company or the Project Company to sell or grant any ownership interest in the Project (other than dispositions of Membership Interests governed by the Company LLC Agreement); or (iii) voluntarily and permanently removing any wind turbine from service (other than a removal from service caused by a force majeure event or casualty);

(u)           The Company or the Project Company amending, failing to obtain or keeping in effect any Governmental Approval required for the operation, ownership, management or maintenance of the Project or the sale or transmission of power therefrom in a manner that would have a Material Adverse Effect;

(v)           The Company or the Project Company failing to (i) deposit all cash of the Company in an account maintained for the Company or the Project Company and (ii) investing any such deposited funds in cash equivalents except to the extent the cash is expected to be needed for operational or working capital needs within 45 days of being deposited;

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(w)          The Company or the Project Company taking any actions or decisions that are reserved to the Members under the terms of this Agreement or any other Material Contracts;

(x)            The Company or the Project Company guaranteeing, in the name or on behalf of the Company or the Project Company, the payment of money or the performance of any contract or other obligations of any Person except for guarantees of obligations or endorsements and other similar guarantees in the Ordinary Course of Business for proper Company or Project Company purposes, as the case may be;

(y)           The Company or the Project Company changing, amending or substituting the insurance required to be maintained by the Company or the Project Company pursuant to the Purchase Agreement or the Company LLC Agreement;

(z)            Entering into any contract that would require payments of more than $50,000 per megawatt of rated capacity of the Project by the Project Company, other than (i) Working Capital Loans, (ii) as contemplated in the Approved Budget or (iii) contracts for the sale of power or renewable energy credits and commodity hedge agreements; and

(aa)         The Company or the Project Company loaning any funds of the Company or the Project Company, except for advance payments made in the Ordinary Course of Business to suppliers of goods and services.

The parties agree that the documentation of any arrangements relating to Shared Facilities shall not be a Major Decision.

“Majority Vote” is defined in Section 3.2(f) of the Company LLC Agreement.

“Management Services Agreement” means the Management Services Agreement, by and between the Company and the Manager, substantially in the form of Exhibit B to the Purchase Agreement and dated as of the Closing Date, as such agreement may be amended, supplemented or replaced from time to time.

“Manager” means UPC Wind Management, LLC, a Delaware limited liability company. The Manager is a “manager” of the Company within the meaning of the Act.

“Managing Member” is defined in Section 8.2 of the Company LLC Agreement.

“Material Adverse Effect” means any change or effect that is materially adverse (a) to the Project or to the business, earnings, assets, results of operations or financial condition of the Project Company or Members or Purchasers or (b) only when this term Material Adverse Effect is used in the Company LLC Agreement, to the ability of the

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Project Company to perform its obligations under the Company LLC Agreement or any Material Contract.

“Material Contract” means (a) a contract for the sale of electric energy (or related environmental attributes or ancillary benefits) or transmission services of the Project, (b) a contract, lease, indenture or security under which the Company or the Project Company (i) has created, incurred, assumed or guaranteed any indebtedness for borrowed money or obligations under any lease that, in accordance with GAAP, should be capitalized, (ii) has created a mortgage, security interest or other consensual encumbrance on any property with a fair market value of more than $200,000 (other than any Permitted Liens), or (iii) has a reimbursement obligation in respect of any letter of credit, guaranty, bond, or other credit or collateral support arrangement required to be maintained by the Project Company under the terms of any contract referred to in clause (a) above, (c) a contract for management, operation or maintenance of the Project, (d) a product warranty or repair contract by or with a manufacturer or vendor of equipment owned or leased by the Project Company with a fair market value of more than $200,000, and (e) any other contract that is expected to require payments by the Company or the Project Company of more than $200,000 per calendar year.

“Material Variance” is defined in Section 7.1 of the Company LLC Agreement.

“Member” means any Person executing the Company LLC Agreement as of the date of the Company LLC Agreement as a member of the Company or any Person admitted to the Company as a member as provided in the Company LLC Agreement (each in the capacity as a member of the Company), but does not include any Person who has ceased to be a member of the Company.

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulation Section 1.704-2(b)(4). An example is where a Member or a person related to the Member makes a loan on a nonrecourse basis to the Company.

“Member Party” is defined in Section 11.2 of the Company LLC Agreement.

“Membership Interest” means the interest of a Member in the Company, including rights to distributions (liquidating or otherwise), allocations, and to vote, consent or approve, if any.

“Minimum Gain Attributable to Member Nonrecourse Debt” means the amount of minimum gain there is in connection with a Member Nonrecourse Debt, calculated in the manner described in Treasury Regulation Section 1.704-2(i)(3).

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“MN” means Makani Nui Associates, LLC, a limited liability company organized under the laws of the State of Hawaii.

“Notice” is defined in Section 12.1 of the Company LLC Agreement.

“Notice Period” means a forty-five (45) day period beginning upon receipt of a Claim Notice pursuant to Section 11.3(b) or Section 11.4(b) of the Company LLC Agreement.

“O&M Agreement” means the operation and maintenance agreement between the Operator and the Project Company, as amended, supplemented or replaced from time to time.

“Offer Notice” is defined in Section 9.6 of the Company LLC Agreement.

“Oil Swap” means the Oil Hedging Agreement, dated as of February 26, 2005, between the Project Company and HSH Nordbank AG, New York Branch.

“Operator” means (i) General Electric International, Inc, as operator pursuant to the Operations & Maintenance Agreement, dated as of February 11, 2005, between General Electric International, Inc. and the Project Company and (ii) UPC Wind O&M, LLC, as operator pursuant to the Operations and Management Agreement, dated as of March 17, 2005, between the Project Company and UPC Wind O&M, LLC (as successor-in-interest to UPC Hawaii Wind O&M, LLC), or in each such case any successor thereto.

“Ordinary Course of Business” means the ordinary conduct of business consistent with past custom and practice (including with respect to quantity and frequency).

“Organic Transaction” means any transaction, including an initial public offering of equity securities of the Company or of any Person who Controls the Company or a merger, consolidation, refinancing or recapitalization of the Company or of any Person who Controls the Company which results in a change of Control of the Company or the Company’s parent.

“Original Operating Agreement” is defined in the preliminary statements of the Company LLC Agreement.

“Outside Activities” is defined in Section 3.4(a) of the Company LLC Agreement.

“Party” means, for purposes of the Purchase Agreement, a party to the Purchase Agreement and for purposes of the Company LLC Agreement, a party to the Company LLC Agreement.

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“Passive Investor” has the meaning set forth for such term in the definition of Approved Transferee.

“Permitted Encumbrance” means Encumbrances provided for under the Transaction Documents, liens for Taxes not yet due and payable and for which adequate reserves have been provided in accordance with GAAP and restrictions on transfer of the Membership Interests under any applicable federal, state or foreign securities law.

“Permitted Investments” means any of the following having a maturity of not greater than one year from the date of issuance thereof: (a) readily marketable direct obligations of the government of the United States of America or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government of the United States of America, (b) insured certificates of deposit of or time deposits with any commercial bank that is a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (c) below, is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least $1,000,000,000.00 or (c) commercial paper issued by any corporation organized under the laws of any State of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s Investors Service, Inc. or “A-l” (or the then equivalent grade) by Standard & Poor’s Corporation.

“Permitted Liens” means (a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, employees’, contractors’, operators’ or other similar Liens or charges securing the payment of expenses not yet due and payable that were incurred in the Ordinary Course of Business of the Project Company or for amounts being contested in good faith and by appropriate proceedings so long as (only when this term Permitted Liens is used in the Purchase Agreement) (i) such proceedings shall not involve any substantial danger of the sale, forfeiture or loss of any part of the Wind Farm, title thereto or any interest therein and shall not interfere in any material respect with the use or disposition of the Wind Farm, or(ii) a bond or other security reasonably acceptable to the Purchasers or the Class B Members, as the context requires, has been posted or provided in such manner and amount as to reasonably assure that any amounts determined to be due will be promptly paid in full when such contest is determined, (c) obligations or duties to any Governmental Authority arising in the Ordinary Course of Business (including under licenses and permits held by the Project Company and under all applicable laws, rules, regulations and orders of any Governmental Authority), (d) obligations or duties under easements, leases or other property rights that do not materially impair the property affected thereby for the purpose for which title was acquired or interfere with the operation and maintenance of the Project as contemplated

I - 20

by the Material Contracts, (e) Liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which adequate reserves in accordance with GAAP, bonds or other security have been provided or are fully covered by insurance, (g) Liens of record and zoning and other land use restrictions that do not impair the value of the Project, (h) security interests created by the credit support obligations and margin requirements under the Oil Hedge and the Reimbursement Agreement, including (and limited to) (i) the Existing Security Agreements or (ii) any other security interest in form and substance acceptable to the Members representing a Super-Majority Vote, and (i) all other encumbrances and exceptions that are incurred in the Ordinary Course of Business of the Project, are not incurred for borrowed money and do not have a Material Adverse Effect on either the use of any material assets of the Project Company as currently used or the value of any such assets.

“Permitted Transfers” is defined in Section 9.5 of the Company LLC Agreement.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, or other entity.

“Phase I Report” means the phase I environmental assessment in respect of the Project, dated February 3, 2005, by Vuich Environmental Consultants, Inc.

“Power Purchase Agreement” means the Power Purchase Contract for As Available Energy, dated as of December 3, 2004, by and between the Power Purchaser and the Project Company.

“Power Purchaser” means Maui Electric Company, Limited.

“Pre-Flip Period” means the period commencing on the Effective Date and ending on the Flip Date.

“Premises” is defined in Section 2.4(r) of the Purchase Agreement.

“Prohibited Transferees List” means the list of Persons on Schedule 2-B to the Company LLC Agreement; provided that the Initial Member may amend such Schedule 2-B without the consent of the Class B Members prior to the Flip Date for the limited purpose of adding no more than two Persons not set forth on such Schedule 2-B as of the Closing Date.

“Project” means the 30-megawatt wind energy facility on the island of Maui in Hawaii that reached commercial operation on June 22, 2006, as further described on Schedule 1 to the Company LLC Agreement.

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“Project Company” means Kaheawa Wind Power, LLC.

“Project Company Indebtedness” means all outstanding indebtedness of the Project Company estimated as of the Closing Date to be approximately *****, but excluding the Oil Hedge and the Reimbursement Agreement, together with accrued and unpaid interest thereon and breakage costs associated with the termination of related hedging transactions.

“Prudent Operator Standard” means that a Person will (i) perform its duties in compliance with the requirements of the Material Contracts and in accordance with Applicable Law, (ii) perform its duties in accordance with commercially reasonable applicable wind energy industry standards during the relevant time period, taking into account through the Flip Date the requirements to maintain qualification for Tax Credits and (iii) use sufficient and properly trained and skilled personnel.

“PUHCA” means the Public Utility Holding Company Act of 2005.

“Purchase Agreement” means the Agreement for Purchase of Membership Interests by and between the Initial Member and the Purchasers dated as of August 16, 2007.

“Purchase Agreement Termination Date” means December 30, 2007 or such later date as the Initial Member and the Purchasers may agree.

“Purchase Price” is defined in Section 2.1(a) of the Purchase Agreement.

“Purchaser Closing Payment” is defined in Section 2.1(a) of the Purchase Agreement.

“Purchasers” means JPMCC and JPMC Wind.

“Purchasing Members” is defined in Section 9.11(b) of the Company LLC Agreement.

“Qualified Appraiser” is defined in Section 9.11(c) of the Company LLC Agreement.

“Qualified Insurance Consultant” means Aon Risk Services Inc.

“Real Property Documents” is defined in Section 3.l (n) of the Purchase Agreement.

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“Reimbursement Agreement” means that certain reimbursement agreement, pursuant to which are issued (A) a letter of credit in the stated amount of $1.5 million, for the account of the Project Company and for the benefit of the Hawaii Department of Land and Natural Resources and (B) a letter of credit in the stated amount of $1.5 million, for the account of the Project Company and for the benefit of the Power Purchaser.

“Related Person” has the same meaning as in Section 45(e)(4) of the Code.

“Related Person Buyout Event” is defined in Section 9.11(c) of the Company LLC Agreement.

“Replacement Exercise Notice” is defined in Section 9.10(b) of the Company LLC Agreement.

“Replacement Option Purchase Price” is defined in Section 9.10(c) of the Company LLC Agreement.

“Replacement Option” is defined in Section 9.10(a) of the Company LLC Agreement.

“Representatives” means, with respect to any Person, the managing member(s), the officers, directors, employees, representatives or agents (including investment bankers, financial advisors, attorneys, accountants, brokers and other advisors) of such Person, to the extent that such officer, director, employee, representative or agent of such Person is acting in his or her capacity as an officer, director, employee, representative or agent of such Person.

“Schedules” means the schedules attached to the Purchase Agreement or the Company LLC Agreement, as the context suggests.

“Securities” means with respect to any Person, such Person’s capital stock, general or limited partnership interests, or limited liability company interests or any options, warrants or other securities which are directly or indirectly convertible into, or exercisable or exchangeable for, such Person’s capital stock, general or limited partnership interests, or limited liability company interests (whether or not such derivative securities are issued by the Company).

“Securities Act” is defined in Section 3.2(e) of the Purchase Agreement.

“Shared Facilities” shall mean facilities of the Project which may be used by both the Project and any Expansion Projects, including but not limited to office and storage facilities, cranes, access and other roads, and electrical substations.

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Special Major Decisions” means Major Decisions set forth in clauses (a), (b), (e), (f), (1) and (s) of the definition of “Major Decisions”, except that clause (a) will be a Special Major Decision only with respect to the sale, lease or other voluntary disposition of membership interests in the Project Company at a price other than for fair market value and clause (b) will be a Special Major Decision only to respect to the sale, lease or other voluntary disposition of assets at a price other than for fair market value.

“State Benefits” means any refunds relating to State Tax Credits or other benefits (besides State Tax Credits) from the State of Hawaii with respect to the Project.

“State Tax Credits” means tax credits allowed under Hawaiian law with respect to the Project, including under Section 235-110.9 of the Hawaii Revised Statutes for investing in a “qualified high technology business” .

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other entity of which such Person (either alone or through or together with any other Person pursuant to any agreement, arrangement, contract or other commitment) owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Super-Majority Vote” is defined in Section 3.2(f) of the Company LLC Agreement.

“Swap Rate” means the five-year LIBOR swap rate at market close (based on the ask price quoted on Bloomberg page USSW).

“Tag-Along Notice” is defined in Section 9.8 of the Company LLC Agreement.

“Target IRR” means an Internal Rate of Return of *****%, as adjusted under Section 2. l (b)(iii) of the Purchase Agreement.

“Target IRR Notice” is defined in Section 6.5(b) of the Company LLC Agreement.

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means:

(a)           any taxes, customs, duties, charges, fees, levies, penalties or other assessments, fees and other governmental charges imposed by any Governmental Authority, including, but not limited to, income, profits, gross receipts, net proceeds, windfall profit, severance, property, personal property (tangible and intangible) production, sales, use, leasing or lease, license, excise, duty, franchise, capital stock, net worth, employment, occupation, payroll, withholding, social security (or similar),

I - 24

unemployment, disability, payroll, fuel, excess profits, occupational, premium, severance, estimated, alternative or add-on minimum, ad valorem, value added, turnover, transfer, stamp, or environmental tax, or any other tax, custom, duty, fee, levy or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax, or additional amount attributable thereto; and

(b)           any liability for the payment of amounts with respect to payment of a type described in clause (a), including as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement.

“Tax Credits” means the production tax credits allowed by Section 45 of the Code or any successor to such section for generating electricity from renewable sources.

“Tax Information” is defined in Section 5.8(b) of the Purchase Agreement.

“Tax Law Change” means a change in tax Applicable Law resulting from the enactment of an amendment to the Code, release of published guidance by the IRS (including proposed, temporary or final regulations, revenue rulings, revenue procedures and notices) or a decision by a court.

“Tax Matters Member” is defined in Section 7.5(a) of the Company LLC Agreement.

“Tax Returns” means any return, report, statement, information return or other document (including any amendments thereto and any related or supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of any Taxes or the administration of any laws, regulations or administrative requirements relating to any Taxes, including after the Closing any IRS Form K-l issued to Members by the Company, information return, claim for refund, amended return or declaration of estimated Tax.

“Terminated Member” is defined in Section 9.11(e) of the Company LLC Agreement.

“Third Person” means a Person other than a Member or an Affiliate of a Member.

“Title Company” means Fidelity National Title Insurance Company.

“Transaction Documents” means the Company LLC Agreement, the Purchase Agreement, the Management Services Agreement, the O&M Agreement, the Class A

I - 25

Guarantee and each of the other documents required to be delivered on the Closing Date, individually and collectively.

“Transfer” is defined in Section 9.1 of the Company LLC Agreement.

“Treasury Regulations” means the final and temporary regulations promulgated under the Code, as such regulations are in effect on the date hereof.

“UCC” means the Uniform Commercial Code, as the same may be in effect in the State of New York or any other applicable jurisdiction.

“United States Person” has the same meaning as in Section 770l(a)(30) of the Code.

“Unrelated Persons” means a Person that is not “related,” within the meaning of Section 45(e)(4) of Code, to any Person to whom the Project Company sells electricity during the period the Company is entitled to Tax Credits on such electricity.

“UPC” means UPC Wind Partners, LLC, a limited liability company organized under the laws of the State of Delaware.

“UPC Hawaii” means UPC Hawaii Wind Partners, LLC.

“Warranty Provider” means General Electric Company.

“Working Capital Loan” is defined in Section 12.16(a) of the Company LLC Agreement.

I - 26

OTHER DEFINITIONAL PROVISIONS

All terms in the Purchase Agreement and the Company LLC Agreement, as applicable, shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

As used in the Purchase Agreement and the Company LLC Agreement and in any certificate or other documents made or delivered pursuant thereto, accounting terms not defined in the Purchase Agreement or the Company LLC Agreement or in any such certificate or other document, and accounting terms partly defined in the Purchase Agreement or the Company LLC Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in the Purchase Agreement or the Company LLC Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in the Purchase Agreement or the Company LLC Agreement or in any such certificate or other document shall control.

The words “hereof”, “herein”, “hereunder”, and words of similar import when used in the Purchase Agreement and the Company LLC Agreement shall refer to the Purchase Agreement or the Company LLC Agreement, as the case may be, as a whole and not to any particular provision of the Purchase Agreement or the Company LLC Agreement. Section references contained in the Purchase Agreement and the Company LLC Agreement are references to Sections in the Purchase Agreement or the Company LLC Agreement, as applicable, unless otherwise specified. The term “including” shall mean “including without limitation”.

The definitions contained in the Purchase Agreement and the Company LLC Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

Any agreement, instrument or statute defined or referred to in the Purchase Agreement and the Company LLC Agreement or in any instrument or certificate delivered in connection therewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

Any references to a Person are also to its permitted successors and assigns.

All Article and Section titles or captions contained in the Purchase Agreement or the Company LLC Agreement, as applicable, or in any Exhibit or Schedule referred to therein and the table of contents of the Purchase Agreement and the

I - 27

Company LLC Agreement are for convenience only and shall not be deemed a part of the Purchase Agreement or the Company LLC Agreement, as the case may be, or affect the meaning or interpretation of the Purchase Agreement or the Company LLC Agreement, as applicable. Unless otherwise specified, all references in the Purchase Agreement or the Company LLC Agreement to numbered Articles and Sections are to Articles and Sections of the Purchase Agreement or the Company LLC Agreement, as applicable, and all references herein to Schedules or Exhibits are to Schedules and Exhibits to the Purchase Agreement or the Company LLC Agreement, as applicable.

Unless otherwise specified, all references contained in the Purchase Agreement or the Company LLC Agreement, in any Exhibit or Schedule referred to therein or in any instrument or document delivered pursuant thereto to dollars or “$” shall mean United States dollars.

The Parties to the Purchase Agreement have participated jointly in the negotiation and drafting of the Purchase Agreement. The Parties to the Company LLC Agreement have participated jointly in the negotiation and drafting of the Company LLC Agreement. In the event an ambiguity or question of intent or interpretation arises, the Purchase Agreement and the Company LLC Agreement shall be construed as if drafted jointly by the respective Parties thereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of the Purchase Agreement or the Company LLC Agreement, as the case may be.

I - 28

Annex II

Class B Membership Interests

Class B Member	Number of Class B Membership Interests Owned	Percentage of Class B Membership Interests  Owned
JPM Capital Corporation	500	33.33	%
JPMC Wind Investment LLC	1,000	66.67	%

Annex II - 1

Schedule 1

Project Company and Project

Name of  Project  Company	Location of  Project	Turbines	MW	PPA Offtaker	PPA End Date
Kaheawa Wind Power LLC	Maui, Hawaii	20 GE 1.5se machines	30	Maui Electric Company, Limited	Expiration of initial term: June 22, 2026
					Automatically extended until either party gives 90 days advance written notice of termination

Schedule I - 1

Schedule 2-A

Approved Transferees

Please see attached.

Schedule 2 - 1

Schedule 2-B

Prohibited Transferee Parties

*****

Schedule 2 - 2

Schedule 3.4(b)

Expansion Projects Area

Please see attached.

Schedule 3.4(b) - 3

Schedule 4.2(d)

Initial Capital Accounts

Member Name and Address	Capital Account Balance		Capital Interest
UPC Hawaii Wind Partners, LLC C/O UPC Wind Management, LLC 85 Wells Avenue, Suite 203 Newton, MA 02459 Attention: President Telephone: 617-964-3340 Facsmile: 617-964-3342	$	*****	13.07	%
JPM Capital Corporation	$	*****	28.98	%
JPMC Wind Investment LLC	$	*****	57.95	%
Total	$	*****	100.00	%

Schedule 4.2(d) - 1

Schedule 9

Transfer Representations and Warranties

(a)           [The Class B Member] is a [   ] duly organized, validly existing and in good standing under the laws of [   ] and has all requisite [   ] power and authority to reconvey the Class B Membership Interests as contemplated by the Agreement.

(b)           [The Class B Member] owns directly 100% of the Company’s outstanding Class B Membership Interests to the extent that is what it was sold under the [Purchase Agreement] [other transfer documentation].

(c)           [The Class B Member] has absolute record and beneficial ownership and title to all of the Membership Interests held by [the Class B Member] to the extent that is what it was sold under the [Purchase Agreement] [other transfer documentation], free and clear of any Encumbrances except Permitted Encumbrances.

(d)           The assignment agreement effecting the Transfer of the Class B Membership Interests from [the Class B Member] to [the Class A Member] has been duly and validly executed and delivered by [the Class B Member] and constitutes [the Class B Member’s] legal, valid and binding obligation, enforceable against it in accordance with its terms (subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors as well as to general principles of equity whether considered at law or in equity).

(e)           Neither the execution, delivery and performance by [the Class B Member] of the assignment agreement effecting the Transfer of the Class B Membership Interests from [the Class B Member] to [the Class A Member] nor the consummation of the transactions contemplated thereby will (i) conflict with or result in any breach of any provision of the organizational documents of [the Class B Member], (ii) violate or conflict with (or give rise to any right of termination, cancellation or acceleration under) any of the terms, conditions or provisions of any contract or other instrument or obligation that [the Class B Member] is a party to or by which [the Class B Member] is bound; or (iii) violate any Legal Requirement or any material license, franchise, permit or other authorization applicable to or affecting [the Class B Member] or any of its respective assets.

Schedule 9 - 1

(f)            No declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority or any other Person that has not been made or obtained on or before the date hereof is necessary for the execution, delivery and performance by [the Class B Member] of the assignment agreement effecting the Transfer of the Class B Membership Interests from [the Class B Member] to [the Class A Member] or the consummation by any such Person of the transactions contemplated thereby.

Schedule 9 - 2

Schedule 9.10(c)

Organic Transaction Buyout Values

Year	Replacement Option Purchase Price
2010	*****
2011	*****
2012	*****
2013	*****
2014	*****

Schedule 9.10(c) - 1

Exhibit A

Form of Certificate for Class A Membership Interest

THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE SECURITIES LAWS, AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER OR OTHER TRANSFER OF SUCH INTERESTS.

THIS CERTIFICATE EVIDENCES AN INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR THE PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK.

No. [   ] Class A Membership Interests

UPC HAWAII WIND PARTNERS II, LLC
a Delaware Limited Liability Company
Certificate of Interest

This certifies that [                           ] is the owner of [                                             ] Class A Membership Interests in UPC Hawaii Wind Partners II, LLC (the “Company”), which membership interests are subject to the terms of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of [   ], 2007, as the same may be further amended from time to time in accordance with the terms thereof (the “Limited Liability Company Agreement”).

This Certificate of Interest may be transferred by the lawful holders hereof only in accordance with the provisions of the Limited Liability Company Agreement.

IN WITNESS WHEREOF, the said Company has caused this Certificate of Interest to be signed by its duly authorized officer this [     ] day of [               ], 2007.

[                                         ]
By:
	Name:
	Title:

Exhibit A - 1

[Reverse]

INSTRUMENT OF TRANSFER OF
MEMBERSHIP INTEREST IN

[                           ]

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer                                                                               unto

(print or type name of assignee)

the membership interest evidenced by and within the Certificate of Interest herewith, and does hereby irrevocably constitute and appoint                                          as attorney to transfer said interest on the books of [                                      ], with full power of substitution in the premises.

Dated as of:

[                                 ]
By:
	Name:
	Title:

Exhibit A - 2

Exhibit B

Form of Certificate for Class B Membership Interest

THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE SECURITIES LAWS, AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER OR OTHER TRANSFER OF SUCH INTERESTS.

THIS CERTIFICATE EVIDENCES AN INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR THE PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK.

No. [      ] Class B Membership Interests

UPC HAWAII WIND PARTNERS II, LLC
a Delaware Limited Liability Company
Certificate of Interest

This certifies that [                         ] is the owner of [                                    ] Class B Membership Interests in UPC Hawaii Wind Partners II, LLC (the “Company”), which membership interests are subject to the terms of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of [   ], 2007, as the same may be further amended from time to time in accordance with the terms thereof (the “Limited Liability Company Agreement”).

This Certificate of Interest may be transferred by the lawful holders hereof only in accordance with the provisions of the Limited Liability Company Agreement.

IN WITNESS WHEREOF, the said Company has caused this Certificate of Interest to be signed by its duly authorized officer this [   ] day of [                     ], 2007.

[                                             ]
By:
	Name:
	Title:

Exhibit B - 1

[Reverse]

INSTRUMENT OF TRANSFER OF
MEMBERSHIP INTEREST IN

[                           ]

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer                                                                               unto

(print or type name of assignee)

the membership interest evidenced by and within the Certificate of Interest herewith, and does hereby irrevocably constitute and appoint                                   as attorney to transfer said interest on the books of [                                ], with full power of substitution in the premises.

Dated as of:

[                                    ]
By:
	Name:
	Title:

Exhibit B - 2

Exhibit C

Base Case Model

[intentionally omitted]

Exhibit D

Form of Working Capital Revolving Loan Note

PROMISSORY NOTE
[Working Capital Revolving Loan]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

$ [         ] [Date]

FOR VALUE RECEIVED, [               ], a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of UPC Hawaii Wind Partners, LLC, a Delaware limited liability company (the “Lender”), the principal sum of [            ] dollars $[             ], or so much thereof as may be advanced by or owing to the Lender (each such amount, a “Borrowing”) on a date that is 364 days after the date of this Note (the “Maturity Date”), unless sooner paid as provided herein.

The Borrower also promises to pay interest on the unpaid principal amounts from time to time outstanding hereunder, from the date of each Borrowing until all Borrowings hereunder have been paid in full. Each Borrowing shall bear interest at a rate per annum equal to the LIBOR (as defined below) rate in effect for such Borrowing plus 2.0 percent, calculated on the basis of a 360-day year, such interest to be payable monthly on the last business day of each month (each, a “Payment Date”), commencing, with respect to each Borrowing, on the last business day of the calendar month immediately following the date of such Borrowing. In addition, all accrued and unpaid interest thereon will be due and payable upon the day that all principal is due and payable (whether on the Maturity Date, by acceleration or otherwise). For purposes of this Note, “LIBOR” means the rate

Exhibit D - 1

per annum quoted on the British Bankers’ Association Website “Historic Libor Rates” page, for 1 month Libor as of 10 London Business Days before the date of each Borrowing as the rate per annum for deposits in U.S. dollars, or if no rate appears on British Bankers’ Association Website, the one-month London Interbank Offered Rate as published in the Wall Street Journal two London Business Days prior to the date of each Borrowing.

Payment of both principal and interest on this Note shall be made by wire transfer to the Lender at such bank instructions provided to the Borrower in lawful money of the United States of America in immediately available funds.

To request a Borrowing, Borrower shall notify Lender of such request 10 business days before the date of the proposed Borrowing.

The Borrower shall have the right to prepay any amount borrowed under this Note in whole or in part at any time, together with interest on the amount prepaid to the date of prepayment, without penalty or premium. Amounts borrowed under this note may be re-borrowed subject to the terms hereof.

The Lender shall, and is hereby irrevocably authorized by the Borrower to, endorse on Schedule A which forms a part of this Note (and on separate continuations of such Schedule), or otherwise to record on the Lender’s internal records, appropriate notations evidencing the amount of each Borrowing and each payment of principal or interest on any such Borrowing which is received by the Lender; provided, that failure by the Lender to make any such notations or any error therein shall not affect any of the Borrower’s obligations in respect of this Note.

Upon the occurrence of any of the following events, this Note shall become immediately due and payable in full, together with interest accrued thereon:

(i)            the Borrower shall fail to make any payment hereunder when due and payable;

(ii)           the Borrower shall become insolvent, or generally fail to pay, or admit in writing its inability to pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or similar federal, state or foreign law or seeking dissolution, liquidation or reorganization or the appointment of a receiver, trustee, custodian or liquidator for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall file any answer admitting the jurisdiction of the court and the material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt, or shall make a general assignment for the

Exhibit D - 2

benefit of creditors, or shall consent to, or acquiesce in the appointment of, a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business, or shall by any act or failure to act indicate its consent to or approval of any of the foregoing, or if any corporate action is taken by the Borrower for the purpose of effecting any of the foregoing; or

(iii)          involuntary proceedings or an involuntary petition shall be commenced or filed against the Borrower under any bankruptcy, insolvency or similar federal, state or foreign law or seeking the dissolution, liquidation or reorganization of it or the appointment of a receiver, trustee, custodian or liquidator for it or of a substantial part of its property, assets or business, and such proceedings or petition shall not be dismissed within sixty (60) days; or any writ, judgment, tax lien, warrant of attachment, execution or similar process shall be issued or levied against a substantial part of its property, assets or business, and such writ, judgment, lien, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within sixty (60) days after commencement, filing or levy, as the case may be, or any order for relief shall be entered in any such proceeding; or any winding-up, dissolution, liquidation or reorganization of the Borrower.

The Borrower waives any and all right to assert any defense (except for the Borrower’s performance under the Note), set-off, counterclaim or crossclaim of any nature whatsoever with respect to this Note or the obligations of the Borrower hereunder in any action or proceeding brought by the Lender to collect this Note, or any portion hereof. The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

The Borrower promises to pay all costs and expenses of the Lender (including, without limitation, reasonable attorneys’ fees and disbursements) incurred in connection with (i) the enforcement of, or collection of any amounts due under, this Note or (ii) any waiver, extension, amendment or modification of this Note.

This Note shall be binding upon, and shall inure to the benefit of, the Borrower and the Lender and their respective successors and assigns; provided, however, that the Borrower shall not assign its rights or obligations hereunder without the prior written consent of the Lender. This Note may be freely assigned by the Lender without the consent of the Borrower.

This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by the Borrower and the Lender. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Lender.

Exhibit D - 3

ALL LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST THE BORROWER WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS NOTE THE BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, THE JURISDICTION OF THE AFORESAID COURTS. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY LEGAL ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL TO THE ADDRESS OF THE BORROWER SET FORTH BELOW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A HOLDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

IN WITNESS WHEREOF, the Borrower has executed this Note as of the day and year first above written.

[                                    ]
By:
	Name:
	Title:
	Address:

Exhibit D - 4

Schedule A

to Working Capital

Revolving Loan Note

REVOLVING LOANS AND REPAYMENTS

Date Amount
of Revolving
Loans Amount
of Principal of
Revolving
Loans Repaid Unpaid
Principal Balance
of
Revolving Loans Notation
Made By

Exhibit D - 5

Exhibit E

Form of Build-Out Agreement

Please see attached.

Exhibit E - 1

Exhibit F

Initial Operating Budget

Please see attached.

Exhibit F - 1

EX-10.29

Exhibit 10.29

EXECUTION COPY

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EQUITY CONTRIBUTION AND PURCHASE AGREEMENT

by and among

MILFORD NHC, LLC

MILFORD WIND HOLDINGS, LLC

MILFORD WIND PARTNERS, LLC,

and

STANTON EQUITY TRADING DELAWARE LLC

dated as of September 28, 2009

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINED TERMS	1
1.1	Defined Terms	1
ARTICLE 2	PURCHASE OF INTERESTS; INVESTMENT IN THE COMPANY	1
2.1	Agreement to Purchase and Make Capital Contributions	1
2.2	Purchase Price; Amounts of Capital Contributions by Investor and NHC	2
2.3	Initial Closing	2
2.4	Conditions Precedent to the Obligations of Investor at the Initial Closing	3
2.5	Conditions Precedent to the Obligations of Holdings and NHC at the Initial Closing	7
2.6	Second Equity Capital Contribution Closing	9
2.7	Conditions Precedent to the Obligations of Investor at the Second Equity Capital Contribution Closing	9
2.8	Conditions Precedent to the Obligations of NHC at the Second Equity Capital Contribution Closing	11
2.9	Third Equity Capital Contribution Closing	12
2.10	Conditions Precedent to the Obligations of Investor at the Third Equity Capital Contribution Closing	12
2.11	Conditions Precedent to the Obligations of NHC at the Third Equity Capital Contribution Closing	13
2.12	Use of Proceeds	14
ARTICLE 3	REPRESENTATIONS AND WARRANTIES	15
3.1	Representations and Warranties of Holdings and NHC	15
3.2	Representations and Warranties of Investor	23
ARTICLE 4	TERMINATION	25
4.1	Termination	25
4.2	Procedure and Effect of Termination	26
ARTICLE 5	INDEMNIFICATION	26
5.1	Indemnification	26

i

TABLE OF CONTENTS
(continued)
5.2	Direct Claims	27
5.3	Third Party Claims	27
5.4	After Tax Basis	29
5.5	No Duplication	29
5.6	Sole Remedy	29
5.7	Survival	29
5.8	Final Date for Assertion of Indemnity Claims	30
5.9	Mitigation and Limitations on Indemnified Costs	30
5.10	Payment of Indemnification Claims	31
ARTICLE 6	GENERAL PROVISIONS	31
6.1	Exhibits and Schedules	31
6.2	Disclosure Schedules	31
6.3	Amendment, Modification and Waiver	31
6.4	Severability	32
6.5	Parties in Interest	32
6.6	Notices	32
6.7	Confidentiality	33
6.8	Counterparts	35
6.9	Entire Agreement	35
6.10	Governing Law; Choice of Forum; Waiver of Jury Trial	35
6.11	Public Announcements	36
6.12	Assignment	36
6.13	Relationship of Parties	36
6.14	No Solicitation	36
6.15	No Agents	37
6.16	Limitations of Liability	37
6.17	Intention of the Parties	37

ii

Annexes:
Annex I	Definitions
Annex II	Investor Percentages
Exhibits:
Exhibit A	Form of Company LLC Agreement
Exhibit B	Form of Investor Guaranty
Exhibit C	Form of Management Services Agreement
Exhibit D	Form of Assignment
Exhibit E	Form of Consent and Agreement
Schedules:
Schedule 3.1(e)	Membership Interests
Schedule 3.1(p)	Real Property
Schedule 3.1(u)	Material Contracts
Schedule 3.1(x)	Affiliate Transactions

iii

EQUITY CONTRIBUTION AND PURCHASE AGREEMENT

This Equity Contribution and Purchase Agreement (this “Contribution Agreement”) is made and entered into as of September 28, 2009 (the “Effective Date”) by and among Stanton Equity Trading Delaware LLC, a Delaware limited liability company (“Investor”), Milford Wind Holdings, LLC, a Delaware limited liability company (“Holdings”), Milford NHC, LLC, a Delaware limited liability company (“NHC”), and Milford Wind Partners, LLC, a Delaware limited liability company (the “Company”).

In consideration of the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties to this Contribution Agreement hereby agree as follows:

ARTICLE 1

DEFINED TERMS

1.1Defined Terms. Capitalized terms not otherwise defined in this Contribution Agreement have the meanings given such terms in Annex I.

ARTICLE 2

PURCHASE OF INTERESTS; INVESTMENT IN THE COMPANY

2.1Agreement to Purchase and Make Capital Contributions.

Subject to the terms and conditions in this Contribution Agreement:

(a)On the Initial Closing Date (i) Investor will purchase from Holdings and Holdings will sell to Investor all of the Class B Membership Interests in the Company (such transaction being referred to herein as the “Purchase”) for the Purchase Price, (ii) Investor will make an Initial Equity Capital Contribution to the Company, provided that if the respective conditions to the obligations of Investor, NHC and Holdings as provided in Sections 2.4 and 2.5 (other than the making of the actual Initial Equity Capital Contribution) are satisfied on a non-Business Day or after 10:00 a.m. (Eastern current time) on a Business Day, then Investor shall authorize payment of the Initial Equity Capital Contribution via wire transfer on the Initial Closing Date for receipt by the Company by the end of the next Business Day), and (iii) NHC will contribute 100% of the membership interests in MWCI to the Company.

(b)On the Second Equity Capital Contribution Date, if any, Investor will make a Second Equity Capital Contribution upon the satisfaction or waiver of the conditions set forth in Section 2.7.

(c)On the Third Equity Capital Contribution Date, if any, Investor will make a Third Equity Capital Contribution upon the satisfaction or waiver of the conditions set forth in Section 2.10.

2.2Purchase Price; Amounts of Capital Contributions by Investor and NHC.

(a)Purchase Price. The purchase price (the “Purchase Price”) to be paid by Investor to Holdings in connection with the Purchase shall be $500.

(b)Initial Equity Capital Contribution.

(i)On the Initial Closing Date (or following Business Day as provided in Section 2.1(a)), the Investor will make the Initial Equity Capital Contribution in the Initial Equity Capital Contribution Amount.

(ii)On the Initial Closing Date, NHC will contribute 100% of the membership interests in MWCI to the Company.

(c)Second Equity Capital Contribution. The Second Equity Capital Contribution to be made by the Investor upon the Second Equity Capital Contribution Date shall be in the Second Equity Capital Contribution Amount. NHC shall notify Investor in writing at the time and in the manner provided in Section 2.7 hereof as to (A) the number and type of Turbines, and the nameplate rated capacity of such Turbines in megawatts, that will be Placed in Service on or prior to the Second Equity Capital Contribution Date, and (B) a computation of the Second Equity Capital Contribution Amount.

(d)Third Equity Capital Contribution. If, as of the Second Equity Capital Contribution Date, fewer than 100% of the Turbines have been Placed in Service, then, upon the satisfaction or waiver of the conditions set forth in Section 2.8, the Investor shall make a Third Equity Capital Contribution. Such Third Equity Capital Contribution shall be in the amount of the Third Equity Capital Contribution Amount.

2.3Initial Closing. Subject to the termination rights in ARTICLE 4, the making of the Initial Equity Capital Contribution by Investor, the contribution by NHC to the Company of 100% of the membership interests in MWCI and the consummation of the Purchase (the “Initial Closing”) will take place (i) at the offices of Chadbourne & Parke LLP in New York City at 10:00 a.m. (Eastern time) the date when all of the conditions in Sections 2.4 and 2.5 have either been satisfied or waived in writing by the Party entitled to the benefit of such conditions, or (ii) at such other place and time as Investor, Holdings and NHC may agree in writing (such date as determined under

2

clause (i) or (ii), the “Initial Closing Date”). Each of the documents to be delivered pursuant to Section 2.4 and Section 2.5 shall be deemed to be executed and delivered simultaneously, and no such document shall be of any force or effect until all such documents are executed and delivered and the Initial Closing is consummated. Subject to the terms and conditions in this Contribution Agreement, on the Initial Closing Date, the following events shall occur in the following order: (i) Investor shall deliver to Holdings, by wire transfer to such account or accounts as Holdings may designate in a written notice given to Investor no later than 3 Business Days before the Initial Closing Date, an amount equal to the Purchase Price, (ii) Holdings shall deliver to Investor the Assignment covering the Class B Membership Interests, (iii) Holdings shall deliver or cause to be delivered to Investor a certificate representing the Class B Membership Interests, and (iv) simultaneously (A) Investor shall deliver to the Company, by wire transfer to such account or accounts as NHC may designate in a written notice given to Investor no later than 3 Business Days before the Initial Closing Date, an amount equal to the Initial Equity Capital Contribution Amount and (B) NHC shall contribute 100% of the membership interests in MWCI to the Company.

2.4Conditions Precedent to the Obligations of Investor at the Initial Closing. The obligation of Investor to consummate the Initial Closing will be subject to the fulfillment by NHC and Holdings (and other Class A Investor Parties, as applicable), on September 29, 2009, of each of the following conditions (any or all of which may be waived in writing in whole or in part by Investor in its sole discretion):

(a)Investor shall have received:

(i)a copy of the Forms 8832 filed with the IRS with respect to Holdings and NHC showing that Holdings and NHC have elected to be treated as corporations for federal income tax purposes;

(ii)evidence that NHC has contributed at least $600 to the Company prior to the consummation of the Purchase;

(iii)evidence that NHC has contributed 100% of the membership interests in MWCI to the Company on the Initial Closing Date; and

(iv)evidence that the Project Company has been released from its obligations under the indebtedness of the Project Company to Affiliates reflected on the financial statements of the Project Company given to Investor.

(b)Prior to any Turbine being Placed in Service (i) Milford shall have contributed to Holdings 100% of the membership interests in MWCI and (ii) thereafter,

3

Holdings shall have subsequently have contributed to NHC 100% of the membership interests in MWCI.

(c)All Governmental Approvals required to be obtained or made by NHC or Holdings to execute, deliver and perform the Transaction Documents relating to the Initial Closing to which it is a party shall have been obtained or made and shall be in full force and effect;

(d)No action or proceeding shall have been instituted or, to the Knowledge of NHC, threatened in writing by any Governmental Authority against any of Holdings, NHC, the Company, MWCI or the Project Company that seeks to impair, restrain, prohibit or invalidate the transactions contemplated by this Contribution Agreement, the other Transaction Documents or any Material Contract or regarding the effectiveness or validity of any material Governmental Approvals relating the Project except, in each case, to the extent such action or proceeding could not reasonably be expected to have a Material Adverse Effect;

(e)No default or event of default shall have occurred and be continuing under any Material Contract relating to the Project (other than the PPA or the Interconnection Agreement), other than any such default or event of default that would not reasonably be expected to result in a Material Adverse Effect;

(f)(i) No default or event of default of the Project Company or, to the Knowledge of NHC, any default or event of default of the counterparty thereto shall have occurred and be continuing under the PPA or the Interconnection Agreement and (ii) no event of default of the Project Company shall have occurred and be continuing under the Existing Financing Credit Agreement;

(g)Each of Holdings and NHC shall have delivered to Investor an officer’s certificate of an authorized officer of such Person (i) certifying that each of the representations and warranties made by it in Section 3.1 of this Contribution Agreement is true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Initial Closing Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) on the Initial Closing Date only, (x) NHC shall attach (A) true, accurate and complete copies of the organizational documents of each of NHC, the Company, MWCI and the Project Company (and with respect to the operating agreement of the Company, showing that NHC owns 100% of the Class A Membership Interests and Holdings owns 100% of the Class B Membership Interests), (B) resolutions of each of NHC and the Company authorizing the execution of the Transaction Documents to which it is a party and the

4

matters and transactions contemplated by the Transaction Documents, and (C) good standing or similar certificates of each of NHC, the Company, MWCI and the Project Company issued by the Secretary of State in its jurisdiction of formation and, in the case of the Project Company, in Utah; and (y) Holdings shall attach (A) true, accurate and complete copies of the organizational documents of Holdings, (B) resolutions of Holdings authorizing the execution of the Transaction Documents to which it is a party and the matters and transactions contemplated by the Transaction Documents, (C) good standing or similar certificates of Holdings issued by the Secretary of State in its jurisdiction of formation; and (D) officer’s certificate from NHC regarding certain matters related to the PPA and certifying that the assumptions made in certain legal opinions of counsel for the Class A Investor Parties delivered at the Initial Closing Date are true and correct in all material respects.

(h)Each of NHC, Holdings and the Company shall have delivered to Investor a certificate of incumbency from its respective secretary or assistant secretary, who sign the Transaction Documents on behalf of them;

(i)The Company LLC Agreement shall have been duly executed by NHC and delivered to Investor, and NHC shall have delivered to Investor copies of the following irrevocable letters of instruction, each effective upon the Initial Closing and each having been delivered to the applicable officers: (i) irrevocable letter of instruction from the Company, as the sole member of MWCI, signed by NHC as the Company’s Managing Member, to each officer of MWCI instructing each of them that MWCI shall not approve of or cause MWCI or the Project Company to take any Major Decision without the prior approval of the Company, and (ii) irrevocable letter of instruction from MWCI (signed by an officer of MWCI), as the sole member of the Project Company, to each officer of the Project Company instructing each of them that the Project Company shall not approve of or cause Project Company, Manager, Administrator or the Affiliate Operator to take any Major Decision without the prior approval of MWCI;

(j)Each of NHC and Holdings shall have delivered a duly executed affidavit of non-foreign status that complies with section 1445 of the Code;

(k)(i) The Management Services Agreement shall have been duly executed by the Manager, the Company and MWCI. (ii) All other Material Contracts identified on Schedule 3.1(u) shall be in full force and effect (unless terminated in accordance with the terms of the Company LLC Agreement). (iii) Any amendments to any Material Contracts entered into prior to the Initial Closing Date shall be reasonably satisfactory to Investor;

(l)NHC shall have delivered to Investor an opinion of (i) New York counsel to the Class A Investor Parties, relating to the Transaction Documents to which

5

they are a party, and covering matters of New York State and federal law, including no required Governmental Approvals, no conflicts with laws and enforceability of Transaction Documents, (ii) counsel to the Class A Investor Parties with respect to matters of Delaware law, relating to the Transaction Documents to which they are a party and covering matters including existence, good standing, and due authority, (iii) counsel to the Project Company addressing federal regulatory matters relating to the Project, (iv) counsel to the Class A Investor Parties as to no conflicts with Material Contracts and (v) Utah counsel to the Project Company, relating to the Project and to federal permitting matters of the Project, which may be the opinion of such counsel delivered pursuant to the Existing Financing Credit Agreement, each of which shall be in form and substance reasonably satisfactory to Investor;

(m)Investor shall have received copies of a pre-construction survey and site plan of the Project site;

(n)Investor shall have received a report from the Independent Engineer, in form and substance reasonably satisfactory to Investor, with a scope agreed-upon between NHC and Investor, regarding the technical aspects of the Project;

(o)Investor shall have received a report from the Qualified Insurance Consultant, in form and substance reasonably satisfactory to Investor, which shall indicate that all insurance required to be in place pursuant to Section 8.4 of the Company LLC Agreement as of the Initial Closing Date is in full force and effect and all premiums relating thereto have been paid for the current period.

(p)Investor shall have received a report from the Appraiser, which shall be in form and substance reasonably satisfactory to Investor;

(q)Investor shall have received a phase I site assessment report from the Environmental Consultant with respect to the Project (with a bring-down letter from the Environmental Consultant in the event such report is dated more than 6 months prior to the Initial Closing Date);

(r)Investor shall have received a copy of the Base Case Model;

(s)No material adverse Tax Law Change shall have occurred;

(t)All necessary approvals under the Existing Financing Credit Agreement shall have been obtained for (i) a Repayment Plan (as defined in the Existing Financing Credit Agreement) which is consistent with the transactions contemplated hereby and (ii) the Transaction Documents and the transactions contemplated thereby;

6

(u)The Project Company shall have provided to SCPPA (with a copy to the Investor) a pre-commercial operation notice as contemplated by the PPA, including a declaration of planned Contract Capacity (as defined in the PPA) that, in accordance with the terms of the PPA, would result in a calculation of the Prepayment Amount of at least $233.3 million;

(v)each of the representations and warranties made by NHC and Holdings in Section 3.1 of this Contribution Agreement shall be true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Initial Closing Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such earlier date);

(w)NHC shall have delivered to Investor evidence, which shall be in form and substance reasonably satisfactory to Investor, that no manufacturing, construction or production of any of the Bonus Depreciation Property began prior to January 1, 2008;

(x)Investor shall have received the Consent and Agreement executed by all parties thereto;

(y)Investor shall have received a report covering the wind attributes of the Project from a nationally known wind consultant, which report shall confirm the assumptions used in the Base Case Model and the SCPPA Pre-COD Notice, reflect that Phase II will have no material adverse impact to the Project, and be otherwise satisfactory to the Investor; and

(z)Investor shall have received the financial statements and balance sheets referenced in Section 3.1(j).

2.5Conditions Precedent to the Obligations of Holdings and NHC at the Initial Closing. The obligations of NHC and Holdings to consummate the Initial Closing will be subject to the fulfillment by Investor, at or before the Initial Closing Date, of each of the following conditions (any or all of which may be waived in writing in whole or in part by NHC or Holdings, as applicable, in its sole discretion):

(a)The Investor Guaranty shall have been duly executed by Investor Guarantor and delivered to NHC, and shall be in full force and effect, it being understood and agreed that Investor shall not be required to deliver an Investor Guaranty pursuant to this Section 2.5 if Investor has the Required Ratings;

(b)Investor shall have paid the Purchase Price to Holdings by check;

7

(c)Investor shall have contributed the Initial Equity Capital Contribution Amount to the Company in immediately available funds;

(d)Investor shall have delivered to Holdings and NHC an officer’s certificate of an authorized officer of Investor (i) certifying that each of the representations and warranties made by Investor in Section 3.2 of this Contribution Agreement is true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Initial Closing Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such date); and (ii) attaching (A) true, accurate and complete copies of the organizational documents Investor or Investor Guarantor, as applicable, (B) resolutions of each of Investor or Investor Guarantor as applicable authorizing the execution of the Transaction Documents to which it is a party and (C) good standing or similar certificates of Investor or Investor Guarantor, as applicable, issued by the Secretary of State in its jurisdiction of formation;

(e)Investor shall have delivered to Holdings and NHC certificates of incumbency from the secretary or assistant secretary of Investor and Investor Guarantor as to the officers of Investor and Investor Guarantor who sign the Transaction Documents on behalf of Investor and Investor Guarantor;

(f)the Company LLC Agreement shall have been duly executed by Investor and delivered to NHC;

(g)Holdings and NHC shall have received a legal opinion of New York and Delaware counsel (which may be in house counsel) to Investor and Investor Guarantor with respect to this Agreement, the Company LLC Agreement and the Investor Guaranty to which they are a party, together covering existence, good standing, due authority to enter into the Transaction Documents to which such Persons are a party, no required Governmental Approvals, no conflicts and enforceability of such Transaction Documents against such Person, in form and substance reasonably satisfactory to Holdings and NHC;

(h)NHC shall have received a copy of the Base Case Model;

(i)each of the representations and warranties made by Investor in Section 3.2 of this Contribution Agreement shall be true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Initial Closing Date, and (B) those that expressly refer to an earlier

8

date, which representations and warranties shall be true and correct in all material respects as of such earlier date);

(j)all necessary approvals under the Existing Financing Credit Agreement shall have been obtained for (i) a Repayment Plan (as defined in the Existing Financing Credit Agreement) which is consistent with the transactions contemplated hereby and (ii) the Transaction Documents and the transactions contemplated thereby; and

(k)the Consent and Agreement shall have been executed and delivered by all parties thereto.

2.6Second Equity Capital Contribution Closing. Subject to the termination rights in Section 4.1(c), the making of a second Capital Contribution to the Company by the Investor (the “Second Equity Capital Contribution”) will take place (i) at the offices of Chadbourne & Parke LLP in New York City at 10:00 a.m. (Eastern time) on the date that is three (3) Business Days following the date that all of the conditions in Section 2.7 and Section 2.8 have either been satisfied or waived in writing by the Party entitled to the benefit of such conditions other than the actual making of the Second Equity Capital Contribution, or (ii) at such other place and time as Investor and NHC may agree in writing (such date as determined under clause (i) or (ii), the “Second Equity Capital Contribution Date”). Each of the documents to be delivered pursuant to Section 2.7 shall be deemed to be delivered simultaneously, and no such document shall be of any force or effect until all such documents are delivered and the Initial Closing is consummated. Subject to the terms and conditions in this Contribution Agreement, on the Second Equity Capital Contribution Date, Investor shall deliver to the Company, by wire transfer to such account or accounts as NHC may designate in a written notice given to Investor no later than 5 Business Days before the Second Equity Capital Contribution Date, an amount equal to the Second Equity Capital Contribution Amount.

2.7Conditions Precedent to the Obligations of Investor at the Second Equity Capital Contribution Closing. The obligation of Investor to consummate a Second Equity Capital Contribution will be subject to the fulfillment by NHC or the Company, at or before any Second Equity Capital Contribution Date, of each of the following conditions (any or all of which may be waived in writing in whole or in part by Investor in its sole discretion) no later than January 31, 2010 (unless an earlier date is specified in any particular condition below):

(a)the Independent Engineer shall have verified in writing (i) that, on or before December 31, 2009, Turbines with an aggregate generating capacity of at least 190 megawatts (or such lesser amount as shall have been approved by the lenders under the Existing Financing Credit Agreement but which shall not be less than 162

9

megawatts) shall have been Placed in Service and (ii) at least 5 Business Days prior to the Second Equity Capital Contribution Date, the type and number of Turbines Placed in Service, and their aggregate nominal rated capacity, prior to the Second Equity Capital Contribution Date;

(b)on or before December 31, 2009, Commercial Operation shall have occurred under the PPA and NHC shall have delivered a copy of the COD Notice, as defined in the PPA, evidencing that Commercial Operation has occurred;

(c)NHC shall have delivered to Investor an officer’s certificate of an authorized officer of NHC certifying that legal title and control over each Turbine that has been Placed in Service has been transferred to the Project Company;

(d)the conditions precedent set forth in Sections 2.4(c), 2.4(d) (other than with respect to Holdings), 2.4(e), 2.4(f), and 2.4(k)(ii) shall be satisfied as of the Second Equity Capital Contribution Date;

(e)Investor shall have received the Cost Segregation Report prepared by an Accounting Firm at least 5 Business Days prior to the Second Equity Capital Contribution Date;

(f)Investor shall have received a date-down endorsement to the Owners Title Insurance Policy, which date-down endorsement shall be dated no more than 10 Business Days prior to the Second Equity Capital Contribution Date and shall be in form and substance reasonably satisfactory to Investor. The premiums for such endorsement will be paid with proceeds of the Second Equity Capital Contribution;

(g)each of the representations and warranties made by NHC in Section 3.1 of this Contribution Agreement shall be true and correct in all material respects as of the Second Equity Capital Contribution Date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Second Equity Capital Contribution Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such earlier date);

(h)NHC shall have delivered to Investor an officer’s certificate of an authorized officer of NHC certifying that each of the representations and warranties made by NHC in Section 3.1 of this Contribution Agreement is true and correct in all material respects as of such date (other than (i) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Second Equity Capital Contribution Date, and (ii) those that

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expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such date);

(i)none of the Company LLC Agreement, the Project Company LLC Agreement or the MWCI LLC Agreement shall have been amended since the date of the Initial Closing (other than ministerial amendments) without the approval of Investor pursuant to a Class Majority Vote;

(j)NHC shall not have intentionally made any Major Decision, or permitted the Company, MWCI or the Project Company to make any Major Decision, without a Class Majority Vote as provided for in the Company LLC Agreement, unless the making of such Major Decision did not and will not result in a material adverse effect on the Investor with respect to its investment under the Company LLC Agreement; provided, that if Investor has obtained actual knowledge of such action or omission and has not made any assertion of non-compliance with this condition by delivering a written notice to NHC on or before the earlier to occur of (x) the Commercial Operation Date and (y) the date on which the administrative agent under the Existing Financing Credit Agreement provides its written consent for the Project Company to submit notice to SCPPA declaring Commercial Operation, each of the Parties acknowledges and agrees that this condition shall be deemed satisfied; and

(k)no material and intentional breach by NHC shall have occurred that has not been cured or remedied under any of Section 2.12 (Use of Proceeds), ARTICLE 5 (Indemnification), Section 6.7 (Confidentiality), Section 6.11 (Public Announcements) or Section 6.12 (Assignment) of this Contribution Agreement.

2.8Conditions Precedent to the Obligations of NHC at the Second Equity Capital Contribution Closing. The obligations of NHC to consummate the Second Equity Capital Contribution will be subject to the fulfillment by Investor, at or before the Second Equity Capital Contribution Date, of each of the following conditions (any or all of which may be waived in writing in whole or in part by NHC in its sole discretion):

(a)Investor shall have delivered to NHC an officer’s certificate of an authorized officer of Investor or Investor Guarantor as applicable, certifying that each of the representations and warranties made by Investor in Section 3.2 of this Contribution Agreement and by Investor Guarantor in the Investor Guaranty is true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Initial Closing Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such date);

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(b)the condition precedent set forth in Section 2.5(a) shall be satisfied; and

(c)each of the representations and warranties made by Investor in Section 3.2 of this Contribution Agreement shall be true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Second Equity Capital Contribution Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such earlier date).

2.9Third Equity Capital Contribution Closing. Subject to the termination rights in Section 4.1(c), the making of a third Capital Contribution to the Company by the Investor (the “Third Equity Capital Contribution”) will take place (i) at the offices of Chadbourne & Parke LLP in New York City at 10:00 a.m. (Eastern time) on the date that is three (3) Business Days following the date on which all of the conditions in Sections 2.10 and 2.11 have either been satisfied or waived in writing by the Party entitled to the benefit of such conditions other than the actual making of the Third Equity Capital Contribution, or (ii) at such other place and time as Investor and NHC may agree in writing (such date as determined under clause (i) or (ii), the “Third Equity Capital Contribution Date”). Each of the documents to be delivered pursuant to Section 2.10 shall be deemed to be delivered simultaneously, and no such document shall be of any force or effect until all such documents are delivered and the Third Equity Capital Contribution is consummated. Subject to the terms and conditions in this Contribution Agreement, on the Third Equity Capital Contribution Date, Investor shall deliver to the Company, by wire transfer to such account or accounts as NHC may designate in a written notice given to Investor no later than 3 Business Days before the Third Equity Capital Contribution Date, an amount equal to the Third Equity Capital Contribution Amount.

2.10Conditions Precedent to the Obligations of Investor at the Third Equity Capital Contribution Closing. The obligation of Investor to consummate a Third Equity Capital Contribution will be subject to the fulfillment by NHC or the Company at or before the date 150 days following the Commercial Operation Date, of each of the following conditions (any or all of which may be waived in writing in whole or in part by Investor in its sole discretion):

(a)less than 100% of the Turbines in the Project shall have been Placed in Service as of the Second Equity Capital Contribution Date and some or all of the Remaining Turbines shall have reached Commercial Operation within 90 days of the Commercial Operation Date as contemplated by the PPA, or a later date if SCPPA permits the Project to commence the supply of electrical energy under the PPA (or a

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replacement power purchase agreement to SCPPA), as confirmed in writing by the Independent Engineer.

(b)the Company and the Project Company have requested that Investor make a Third Equity Capital Contribution in the amount of the Third Equity Capital Contribution Amount;

(c)the conditions precedent set forth in Sections 2.4(c), 2.4(d) (other than with respect to Holdings), 2.4(e), 2.4(f), and 2.4(k)(ii) shall be satisfied as of the Third Equity Capital Contribution Date;

(d)each of the representations and warranties made by NHC in Section 3.1 of this Contribution Agreement shall be true and correct in all material respects as of the Third Equity Capital Contribution Date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Initial Closing Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such earlier date);

(e)NHC shall have delivered to Investor an officer’s certificate of an authorized officer of NHC certifying that each of the representations and warranties made by NHC in Section 3.1 of this Contribution Agreement is true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Third Equity Capital Contribution Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such date); and

(f)no material and intentional breach by NHC shall have occurred that has not been cured or remedied under any of Sections 2.12 (Use of Proceeds), Article 5 (Indemnification), Section 6.7 (Confidentiality), Section 6.11 (Public Notice) or Section 6.12 (Assignment) of this Contribution Agreement.

2.11Conditions Precedent to the Obligations of NHC at the Third Equity Capital Contribution Closing. The obligations of NHC to consummate the Third Equity Capital Contribution will be subject to the fulfillment by Investor, at or before the Third Equity Capital Contribution Date, of each of the following conditions (any or all of which may be waived in writing in whole or in part by NHC in its sole discretion):

(a)Investor shall have delivered to NHC an officer’s certificate of an authorized officer of Investor or Investor Guarantor as applicable, certifying that each of

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the representations and warranties made by Investor in Section 3.2 of this Contribution Agreement and by Investor Guarantor in the Investor Guaranty is true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Initial Closing Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such date).

(b)The condition precedent set forth in Section 2.5(a) shall be satisfied; and

(c)each of the representations and warranties made by Investor in Section 3.2 of this Contribution Agreement shall be true and correct in all material respects as of such date (other than (A) those qualified by a reference to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects as of the Third Equity Capital Contribution Date, and (B) those that expressly refer to an earlier date, which representations and warranties shall be true and correct in all material respects as of such earlier date).

2.12Use of Proceeds. The Capital Contributions of the Investor at each of the Closings shall, subject to the provisions of Section 6.1 of the Company LLC Agreement, be applied as follows:

(a)The Initial Equity Capital Contribution shall be promptly contributed by the Company to MWCI and the Company shall cause MWCI to promptly contribute the Initial Equity Capital Contribution to the Project Company for deposit into the Construction Account (as defined in the Existing Financing Credit Agreement), in order for the Project Company to use such amount to repay the Existing Financing Obligations or to pay construction costs of the Project.

(b)The Second Equity Capital Contribution, if any, shall be promptly contributed by the Company to MWCI and the Company shall cause MWCI to promptly contribute the Second Equity Capital Contribution to the Project Company, in order for the Project Company to use such amount, to (i) first, fund the Required Reserves as set forth in Schedule 8.2(b) of the Company LLC Agreement as well as fund any liquidity needs of the Project Company, (ii) second, repay with all remaining funds the Existing Financing Obligations and (iii) third, to the extent available, pay any Transaction Expenses of the Project Company and then, to the extent available, all remaining amounts shall be distributed, if permitted, and in accordance with the provisions of the Company LLC Agreement.

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(c)The Third Equity Capital Contribution, if any, shall be promptly contributed by the Company to MWCI and the Company shall cause MWCI to promptly contribute the Third Equity Capital Contribution to the Project Company, in order for the Project Company to use such amount, to (i) fund the Required Reserves as set forth in Schedule 8.2(b) of the Company LLC Agreement less any sums funded into the Required Reserves pursuant to Section 2.12(b) and (ii) repay with all remaining funds the Existing Financing Obligations, and (iii) to the extent available, pay any Transaction Expenses of the Project Company (to the extent not previously repaid in full with proceeds of the Second Equity Capital Contribution); to the extent available, all remaining amounts shall be distributed, if permitted, and in accordance with the provisions of the Company LLC Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties of Holdings and NHC. On the Initial Closing Date, each of NHC and Holdings represents and warrants to Investor as to themselves and, where applicable, NHC represents and warrants to Investor as to the Company, MWCI and the Project Company; and on the Second Equity Capital Contribution Date and any Third Equity Capital Contribution Date, NHC represents and warrants to Investor as to itself and, where applicable, the Company, MWCI and the Project Company, as follows:

(a)Organization, Good Standing, Etc. Each of NHC, Holdings, the Company, MWCI and the Project Company is a limited liability company duly formed, validly existing and in good standing under the laws of its state of formation. Each of NHC, Holdings, the Company, MWCI and the Project Company has the limited liability company power and authority to own, lease and operate its properties and to carry on its business as being conducted on the date hereof in each jurisdiction where the character of its property or nature of its activities makes such a qualification necessary.

(b)Authority. Each of NHC, Holdings, MWCI, the Company and the Project Company has the limited liability company power and authority to enter into the Transaction Documents to which it is party, to perform its obligations under such agreements and to consummate the transactions contemplated therein. The execution and delivery by NHC, Holdings, MWCI, the Company and the Project Company of this Contribution Agreement and each other Transaction Document to which it is a party, and the consummation by each of them of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action required on their respective parts. Each of NHC, Holdings, MWCI, the Company and the Project Company has duly executed and delivered each Transaction Document to which it is a party. This Contribution Agreement (assuming due authorization, execution and

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delivery by Investor) constitutes, and upon execution and delivery by each of NHC, Holdings, MWCI, the Company and the Project Company of the other Transaction Documents to which it is a party, such Transaction Documents will constitute, their respective valid and binding obligations, enforceable against it in all material respects in accordance with their respective terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c)No Conflicts. The execution and delivery of the Transaction Documents to which it is a party and the performance by each of NHC, Holdings, MWCI, the Company and the Project Company of its obligations thereunder will not (i) violate any Applicable Law to which it is subject, (ii) conflict with or cause a breach of any provision in its certificate of formation, limited liability company operating agreement or other organizational document, (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval that has not already been obtained under any contract, license, instrument, decree, judgment or other arrangement to which it is a party or under which it is bound or to which any of its assets is subject (or result in the imposition of a Lien upon any such assets, other than Permitted Liens), except, in each such case, any such instances that would not reasonably be expected to have a Material Adverse Effect.

(d)Absence of Litigation. None of NHC, Holdings, the Company, MWCI or the Project Company is subject to any outstanding injunction, judgment, order, decree, ruling or charge or, to the Knowledge of NHC, is threatened in writing with being made a party to any action, suit, proceeding, hearing or investigation of, in, or before any Governmental Authority or before any arbitrator, other than any such instances that would not reasonably be expected to have a Material Adverse Effect.

(e)Ownership. Set forth in Schedule 3.1(e) is a complete and accurate description of the authorized Membership Interests of the Company, by class, and a description of the number of shares, interests, units or other Membership Interests of each such class that are issued and outstanding and the record owner or holder thereof immediately prior to the Initial Closing Date. Immediately prior to the Initial Closing Date, NHC owns of record and beneficially 100% of the Class A Membership Interests of the Company, and Holdings owns of record and beneficially 100% of the Class B Membership Interests of the Company. The Company owns of record and beneficially 100% of the equity interests of the MWCI, and MWCI owns of record and beneficially 100% of the equity interests of the Project Company. There are no outstanding options, warrants, calls, puts, convertible securities or other contracts of any nature obligating NHC, Holdings or the Company to issue, deliver or sell Membership

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Interests or other securities in the Company, except as provided in this Contribution Agreement, or obligating the Company to issue, deliver or sell membership interests in MWCI, or obligating MWCI to issue, deliver or sell membership interests in the Project Company. The Manager is an Affiliate of NHC.

(f)Valid Interests.

(i)The membership interests in MWCI being contributed by NHC to the Company on the Initial Closing Date are, on such date, conveyed free and clear of any Liens except for obligations imposed on the members of MWCI under the operating agreement for MWCI.

(ii)The Class B Membership Interests being conveyed by Holdings to Investor on the Initial Closing Date will constitute Membership Interests in the Company, and on such date are being conveyed free and clear of any Liens except for obligations imposed on members of the Company under the Company LLC Agreement.

(g)Taxes. As of the Initial Closing Date, all Tax Returns required to be filed by or with respect to NHC, Holdings, the Company, MWCI and the Project Company have been timely filed (after giving effect to any extensions that have been requested by, and granted to such party by the applicable Governmental Authority) and all Taxes required to be paid by or with respect to NHC, Holdings, the Company, MWCI and the Project Company, whether or not shown as due on such returns, have been paid (other than those Taxes that it is contesting in good faith and by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP). As of the Initial Closing Date, the amount of Taxes in the aggregate being contested by the Company, MWCI and the Project Company does not exceed $250,000. Except as otherwise provided in this Contribution Agreement and the Company LLC Agreement, no representation is being made about the income tax characteristics of the Project (including bonus depreciation allowances for the Project and whether the Project qualifies for the Cash Grant).

(h)Bonus Depreciation. Any written binding contract entered into by Project Company, NHC or any other First Wind Subsidiary to manufacture, construct or produce the Bonus Depreciation Property was signed before fabrication or construction of the property commenced. To the Knowledge of NHC, after due inquiry, no manufacturing, construction or production of such Bonus Depreciation Property began prior to January 1, 2008.

(i)Grant Application. To the Knowledge of NHC, after due inquiry, there is no fact related to the equipment comprising the Project or the status of the

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Company that would reasonably be expected to result in a denial of the Grant Application. For the avoidance of doubt, this representation and warranty shall not be construed as a representation as to the legal matters or legal conclusions (but shall be construed as a representation as to factual matters), such as (but without limitation) the date construction began or whether the Project has been Placed in Service or what portion of the property comprising the Project’s wind farm constitutes energy property, in each case, for purposes of the Code or the American Recovery and Reinvestment Act of 2009.

(j)Financial Statements. As of the Initial Closing Date, the balance sheets and income statements of the Project Company and the pro forma balance sheets and income statements of the Company and MWCI, each of which has been delivered to Investor by NHC, have been prepared as of the most recent fiscal quarter (or, in the case of the Project Company, the most recent calendar month) for which NHC has such statements. Such balance sheets and income statements have been prepared in accordance with GAAP and present fairly in all material respects the financial position of the Company, MWCI and the Project Company, as applicable, as of such date and, as applicable, the results of operations for the period then ended, subject to normal year-end audit adjustments and the absence of footnotes. Since the date of the aforementioned balance sheets and prior to the Initial Closing Date, neither of the Company nor MWCI has incurred additional indebtedness in excess of $100,000.

(k)Compliance with Laws. Other than (i) non-compliance that would reasonably be expected not to have a Material Adverse Effect, (ii) Environmental Laws (which are addressed in Section 3.1(m)), and (iii) Tax matters (which are addressed in Sections 3.1(g) and 3.1(z)), the Project Company is in compliance with all Applicable Laws, and has not received written notice from a Governmental Authority of an actual or potential violation of any Applicable Laws.

(l)Governmental Approvals and Filings. No Governmental Approval is required to be obtained or made by NHC, Holdings, the Company, MWCI or the Project Company for the execution, delivery and performance by it of any Transaction Document to which it is a party or the consummation of the transactions contemplated therein other than any Governmental Approvals that have been obtained (including approvals required under section 203 of the Federal Power Act) or are ministerial in nature and can reasonably be expected to be obtained or made in the ordinary course on commercially reasonable terms and conditions when needed.

(m)Environmental Matters. To the Knowledge of NHC, (i) the Project Company is in compliance with all Environmental Laws, other than any non-compliance that has been cured or otherwise resolved and any failures to comply that would not reasonably be expected to have a Material Adverse Effect, (ii) there are no locations or premises used by the Project Company where Hazardous Substances have been allowed

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into the soil or groundwater in violation of Environmental Laws during the period the Project Company has owned the Project that (A) the Project Company would be obligated to remove, remediate or otherwise respond to releases of such Hazardous Substances pursuant to any Environmental Laws or (B) would reasonably be expected to result in a liability of the Project Company to any Person under any Environmental Laws, in the case of each of clauses (ii)(A) and (B) that would have a Material Adverse Effect, and (iii) the Project Company has not received written notice from any Governmental Authority of an actual or potential violation of any Environmental Laws that would reasonably be expected to have a Material Adverse Effect.

(n)Permits. The Project Company has in full force and effect all Governmental Approvals necessary to construct and operate the Project for its intended purpose, other than renewals of existing permits, permits whose absence would not reasonably be expected to have a Material Adverse Effect or that are solely ministerial in nature and able to be obtained in the ordinary course on commercially reasonable terms and conditions when needed, and the Project Company has not received written notice from any Governmental Authority of an actual or potential violation of any Governmental Approval that would reasonably be expected to have a Material Adverse Effect. The Project Company has made an application for all authorizations necessary, including under Section 205 of the Federal Power Act, to make wholesale electric sales at market-based rates and has received all waivers of regulations and blanket regulatory authorizations typically granted to entities authorized to make wholesale electric sales at market-based rates, and to the Knowledge of NHC there is no reason to believe that such authorizations will not be issued in due course.

(o)Insurance. All insurance required to be in place at the time this representation is made, as provided in Section 8.4 to the Company LLC Agreement, is in place. To the Knowledge of NHC, no circumstances have rendered such insurance unenforceable.

(p)Real Property. The Company does not own or lease any real property. MWCI does not own or lease any real property. All real property owned or leased by the Project Company or to which the Project Company has rights under easements or rights of way is identified on Schedule 3.1(p). The real property owned or leased, or in which rights are held, by the Project Company is sufficient to enable the Project Company to conduct its operations, including providing adequate ingress and egress from the Project.

(q)Personal Property. The Company owns no personal property other than the membership interests in MWCI. MWCI owns no personal property other than the membership interests in the Project Company. The Project Company has good title to, or contractual rights to use, all material equipment and facilities currently used in the operations of the Project.

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(r)Project Property. The Project is located in its entirety in the United States.

(s)Access to Utilities, Roads, etc. All utility services necessary for the construction and the operation of the Project for its intended purposes are or, prior to final completion, are reasonably expected to be available at the Project site. All roads necessary for the construction and full utilization of the Project for its intended purpose under the Transaction Documents have either been completed or are reasonably expected to be completed prior to Commercial Operation.

(t)Liens. All assets owned by the Company, MWCI and the Project Company, including the Project, are free and clear of all Liens other than Permitted Liens.

(u)Material Contracts. Schedule 3.1(u) lists all Material Contracts to which the Company, MWCI or the Project Company is a party as of the date of the Initial Equity Capital Contribution. Each such contract is in full force and effect and binding on the Company, MWCI or the Project Company, as applicable, except as enforceability may be limited by applicable bankruptcy and similar laws affecting the enforcement of creditors’ rights and general equitable principles. None of the Company, MWCI or the Project Company, as applicable, or, to the Knowledge of NHC, any other party is in default under any such Material Contract other than the PPA or the Interconnection Agreement (following the expiration of the relevant cure period without the default being cured), except where any such default could not reasonably be expected to have a Material Adverse Effect and the Project Company or, to the Knowledge of NHC, any other party is not in default under the PPA or the Interconnection Agreement (following the expiration of the relevant cure period without the default being cured). NHC has delivered true, correct and complete copies of all Material Contracts to Investor.

(v)Interconnection. The Interconnection Agreement provides for the interconnection of no less than 200 megawatts of electrical generating capacity to the interconnection point for the entire term of the Interconnection Agreement.

(w)Employee Matters. None of the Company, MWCI or the Project Company has any employees. Neither of them has maintained, sponsored, administered or participated in any employee benefit plan or arrangement, including any an “employee benefit plan” (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended).

(x)Affiliate Transactions. Except for the Transaction Documents, there are no existing contracts between the Company, MWCI or the Project Company, on the one hand, and NHC, Holdings, Sponsor or any other First Wind Subsidiary, on the other

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hand other than as identified on Schedule 3.1(x) and those entered into after the Initial Closing Date in accordance with the Company LLC Agreement. Neither the Company, MWCI nor the Project Company has any outstanding debt to another First Wind Subsidiary.

(y)Status of Investor. Neither Holdings nor NHC is a Tax-Exempt Person.

(z)Tax Character.

(i)Each of the Project Company and MWCI is a “disregarded entity” for U.S. federal income tax purposes prior to the Effective Date. No elections have been filed with the IRS to treat the Company, MWCI or the Project Company or any subsidiary thereof as an association taxable as a corporation for U.S. federal income tax purposes. None of the assets of the Project Company are tax-exempt use property within the meaning of Section 168(h) of the Code (assuming that Investor is not a tax-exempt entity and that each of the Fixed Tax Assumptions listed in (b) through (g) of the definition thereof is accurate). NHC and Holdings are not tax-exempt entities within the meaning of Section 168(h) of the Code.

(ii)Since its formation and until the Effective Date NHC and Holdings have legally owned their respective Membership Interests in the Company.

(iii)Holdings and NHC have made valid elections to be taxed as corporations for U.S. federal income tax purposes, effective on or before August 31, 2009.

(aa)Regulatory Status. The Project has filed a “Notice of Self-Certification as an Exempt Wholesale Generator” with the FERC.

(bb)Public Utility Holding Company. The Company is a “holding company” within the meaning of section 1262(8) of PUHCA solely with respect to its ownership of one or more “exempt wholesale generators” or “qualifying facilities” and is not subject to regulation under PUHCA, except for regulation under section 1265 of PUHCA. MWCI is a “holding company” within the meaning of section 1262(8) of PUHCA solely with respect to its ownership of one or more “exempt wholesale generators” or “qualifying facilities” and is not subject to regulation under PUHCA, except for regulation under section 1265 of PUHCA. The Project Company is not a “holding company” under PUHCA, and the Project Company is subject to regulation under PUHCA solely with respect to regulation relating to maintaining exempt wholesale

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generator status and any regulation as a “subsidiary company” or an “affiliate” of a “holding company”, as such terms are used within the meaning of section 1262 of PUHCA.

(cc)Disclosure. The factual information with respect to the Company, MWCI and the Project Company furnished in writing to the Investor by NHC and any First Wind Subsidiaries, when taken as a whole, does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made and at the time they were made, not misleading in any material respect; provided that no representation or warranty is made with respect to (i) any projections or other forward-looking statements provided by or on behalf of NHC or any other First Wind Subsidiary, including the Base Case Model (other than that such projections and forward-looking statements were prepared in good faith), (ii) the tax consequences to beneficial owners of Membership Interests in the Company, and (iii) any written material prepared by any Persons other than NHC and its Affiliates (including consultants’ reports or other experts’ materials; provided that all material information supplied by NHC and any of other First Wind Subsidiary to such consultants and experts in connection with such reports and materials was true, correct and complete in all material respects when so provided).

(dd)No Other Business. None of the Company, MWCI or the Project Company has engaged in any business other than the ownership, development, construction, operation and maintenance of the Project and the Gen Lead Substation Assets and Transmission Line Assets or, in the case of the Company, ownership of MWCI or, in the case of MWCI, ownership of the Project Company.

(ee)Existing Financing. As of September 28, 2009, the outstanding principal and accrued, unpaid interest under the Existing Financing is approximately $290,328,224. To the Knowledge of NHC, no default, event of default or failure of a funding condition exists under the Existing Financing.

(ff)SCPPA Pre-COD Notice. NHC has delivered to Investor a true and correct copy of the SCPPA Pre-COD Notice. The Project Company has not received any written notice from SCPPA disputing such SCPPA Pre-COD Notice.

(gg)Turbines. No Turbine has been Placed in Service prior to the consummation of the transactions described in Section 2.4 (b).

(hh)Special Purpose Entity. The Project Company has been, is and will be a “Special Purpose Entity” (as defined in the PPA) in all material respects.

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3.2Representations and Warranties of Investor. Investor represents and warrants to NHC, Holdings and the Company with respect to itself on the Initial Closing Date, and represents and warrants to NHC and the Company with respect to itself on the Second Equity Capital Contribution Date and Third Equity Capital Contribution Date as follows:

(a)Organization, Good Standing, Etc. Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and it has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

(b)Authority. Investor has the limited liability company power and authority to enter into the Transaction Documents to which it is a party, to perform its obligations under such agreements, and to consummate the transactions contemplated therein. The execution and delivery by it of each Transaction Document to which it is a party, and the consummation by it of the transactions contemplated thereunder, have been duly authorized by all necessary company action. Each such Transaction Document has been duly executed and delivered by it. Each such Transaction Document (assuming due authorization, execution and delivery by NHC and the Company) constitutes, and upon execution and delivery it of the other Transaction Documents to which it is a party, the other Transaction Documents will constitute, its valid and binding obligations, enforceable against it in accordance with their respective terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c)No Conflicts. The execution and delivery of the Transaction Documents to which it is a party do not, and the performance by Investor of its obligations thereunder will not, (i) violate any Applicable Law to which Investor is subject, (ii) conflict with or cause a breach of any provision in the charter, bylaws or other organizational documents of Investor, (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Investor is a party or under which it is bound or to which any of its assets is subject (or result in the imposition of a Lien upon any such assets), except (in the case of this clause (iii)) for any that would not reasonably be expected to have a Material Adverse Effect.

(d)Absence of Litigation. Investor is not subject to any outstanding injunction, judgment, order, decree, ruling or charge and, to its knowledge is not threatened with being made a party to any action, suit, proceeding, hearing or

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investigation of, in, or before any Governmental Authority or before any arbitrator that would affect its ability to complete the transactions contemplated in the Transaction Documents to which it is a party or could have a Material Adverse Effect.

(e)Governmental Approvals and Filings. No Governmental Approval is required to be obtained or made by Investor for the execution, delivery and performance by it of any Transaction Document to which it is a party or the consummation of the transactions contemplated therein other than any other governmental approvals or filings that have been obtained (including approvals required under section 203 of the Federal Power Act) or are ministerial in nature and can reasonably be expected to be obtained or made in the ordinary course on commercially reasonable terms and conditions when needed.

(f)Accredited Investor. Investor is an “Accredited Investor” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Investor has had a reasonable opportunity to ask questions of and receive answers from NHC and Holdings concerning the Company, the Class B Membership Interests, MWCI and the Project Company, and all such questions have been answered to the full satisfaction of the Investor. The Investor understands that the Class B Membership Interests have not been registered under the Securities Act in reliance on an exemption therefrom, and that the Class B Membership Interests must be held indefinitely unless the sale thereof is registered or qualified under the Securities Act and any State securities Applicable Laws, or an exemption from registration or qualification is available thereunder, and that NHC and Holdings are under no obligation to register or qualify the Membership Interests. The Investor will not sell, hypothecate or otherwise transfer the Class B Membership Interests without registering or qualifying them under the Securities Act and applicable state securities laws or any other Applicable Laws unless the transfer is exempted from registration or qualification under such laws. The Investor is purchasing the Membership Interests for its own account and not for the account of any other person and not with a view to distribution or resale to others.

(g)Information and Investment Intent. The Investor recognizes that investment in the Class B Membership Interests involves substantial risks. The Investor acknowledges that any financial projections that may have been provided to it are based on assumptions of future operating results and, therefore, represent an estimate of future results based on assumptions about certain events (many of which are beyond the control of NHC, Holdings, the Company, MWCI or the Project Company). The Investor understands that no assurances or representations can be given that the actual results of the operations of the Company, MWCI or the Project Company will conform to the projected results for any period. The Investor has relied solely on its own legal, tax and financial advisers for its evaluation of an investment in the Class B Membership Interests

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and not on the advice of NHC, Holdings, the Company, MWCI or the Project Company or any of their respective legal, tax or financial advisers.

(h)Security Interest. Investor has not pledged or otherwise encumbered any right, title or interest in or to the Class B Membership Interests, except as otherwise permitted by the Transaction Documents.

(i)Acknowledgement. The Investor acknowledges that, except with respect to the representations and warranties expressly made by NHC, Holdings or the Company herein and in the Company LLC Agreement, none of the Class A Investor Parties has made any other representation or warranty, either express or implied, nor has the Investor relied on any representation or warranty not expressly made herein or in the Company LLC Agreement. Without limiting the foregoing, Investor specifically acknowledges that no representation or warranty has been made about, and that Investor has not relied on any representation or warranty about the accuracy (as opposed to good faith preparation) of, any projections, estimates or budgets, future revenues, future results from operations, future cash flows, the future condition of the Project, the future condition of any assets of the Project Company or the future financial condition of the Project Company (collectively, the “Projections”), or about the accuracy or completeness of any confidential information memorandum that it was shown in connection with the transactions contemplated hereunder and under the other Transaction Documents to which Investor is a party or any other information or documents, including any tax memorandum prepared by Chadbourne & Parke LLP made available to Investor or its counsel, accountants or other advisers.

(j)Public Utility Holding Company. Investor either is not a holding company under PUHCA or is a holding company under PUHCA solely with respect to its ownership of one or more “exempt wholesale generators,” “qualifying facilities” and/or “foreign utility companies” and is not subject to regulation under PUHCA, except for regulation under section 1265 of PUHCA.

(k)Status of Investor. The Investor is not (i) a Tax-Exempt Person, or (ii) a tax-exempt entity as such term is defined in Section 168(h) of the Code.

ARTICLE 4

TERMINATION

4.1Termination. Without limiting NHC’s, Holdings’ or Investor’s ability to exercise any right or remedy to which it is entitled hereunder or under any of the Transaction Documents, this Contribution Agreement shall be terminated (in the case of Section 4.1(a)), and may be terminated (in the case of Sections 4.1(b) and (c)):

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(a)by any of NHC, Holdings or Investor upon delivery of written notice to the other parties hereto, if the Initial Closing has not been consummated by the close of business on the Termination Date;

(b)at any time, by the mutual written consent of both NHC and Investor (and if prior to the Initial Closing Date, Holdings); or

(c)at any time prior to the Second Equity Capital Contribution Date, by NHC, by written notice to the Investor, if the Investor or Investor Guarantor becomes subject to a Bankruptcy; or by Investor, by written notice to NHC, if NHC or any of its Subsidiaries becomes subject to a Bankruptcy.

4.2Procedure and Effect of Termination. (a) The Party desiring to terminate this Contribution Agreement pursuant to Section 4.1 shall give written notice of such termination to the other Party in accordance with Section 6.6, specifying the provision hereof pursuant to which such termination is effected.

(b)If this Contribution Agreement is terminated by NHC, by Holdings, by Investor, or any of them pursuant to Section 4.1, this Contribution Agreement shall become void and of no effect with no liability on the part of any Party, except that (i) the agreements contained in Section 2.12(a), this Section 4.2, ARTICLE 5, and Section 6.10 shall survive the termination and (ii) no such termination shall relieve any Party of any liability or damages resulting from any breach or misrepresentation by that Party of this Contribution Agreement or affect the rights of the other Party to indemnification for such breach pursuant to ARTICLE 6 of this Contribution Agreement (which shall survive termination hereof in the case of any breach).

ARTICLE 5

INDEMNIFICATION

5.1Indemnification. (a) NHC agrees to indemnify, defend and hold harmless the Investor Indemnified Parties from and against any and all Investor Indemnified Costs and Investor agrees to indemnify, defend and hold harmless NHC Indemnified Parties from and against any and all NHC Indemnified Costs.

(a)No claim for indemnification may be made with respect to any Indemnified Costs until the aggregate amount of such costs for which indemnification is (or previously has been) sought by the Indemnified Party under all Transaction Documents exceeds $100,000 and once such threshold amount of claims has been reached, the relevant Indemnified Party and its Affiliates shall have the right to be indemnified only to the extent the amount of Indemnified Costs claimed exceed such threshold amount. Claims for indemnification under this Contribution Agreement and the

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other Transaction Documents shall not be duplicative of one another and shall not allow for duplicative recoveries.

5.2Direct Claims. In any case in which an Indemnified Party seeks indemnification under Section 5.1 that is not subject to Section 5.3 because no Third Party Claim is involved, the Indemnified Party shall promptly notify the Indemnifying Party in writing of any amounts that the Indemnified Party claims are subject to indemnification under the terms of this ARTICLE 5. The failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim, except to the extent the resulting delay materially and adversely prejudices the position of the Indemnifying Party with respect to such claim.

5.3Third Party Claims. An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any action, proceeding, demand or claim by a third party (collectively, “Third Party Claims”) in respect of which the Indemnified Party may seek indemnification under Section 5.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this ARTICLE 5, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 5.3, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interests between it and the Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Investor Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shall permit NHC to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of NHC other than the Company, MWCI and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.6 of the Company LLC Agreement. In the event that (i) the Indemnifying Party advises an

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Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate to the extent commercially reasonable with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such defense, the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 5.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Investor Indemnified Party, (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such claim or judgment, or (iii) settle or compromise any claim or consent to entry of judgment in respect thereof that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Investor Indemnified Party, a full and complete release from all liability in respect of such claim.

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If the amount of any Indemnified Costs, at any time after the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under any insurance coverage (excluding any proceeds from self insurance or flow through insurance policies) or under any claim, recovery, settlement or payment by or against any other entity, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith, must promptly be repaid by the Indemnified Party to the Indemnifying Party net of any Taxes imposed upon the Indemnified Party in respect of such amounts, but taking into account any Tax benefit the Indemnified Party receives as a result of such repayment. Upon making any indemnity payment (other than any indemnity payment relating to Taxes), the Indemnifying Party will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnified Party against any third party, except third parties that provide insurance coverage to the Indemnified Party or its Affiliates, in respect of the Indemnified Costs to which the indemnity payment relates. Without limiting the generality or effect of any other provision hereof, each such Indemnified Party and the Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above described subrogation rights, and otherwise cooperate in the prosecution of such claims at the direction of the Indemnifying Party. Nothing in this Section 5.3 will be construed to require any Party to obtain or maintain any insurance coverage.

5.4After Tax Basis. For tax reporting purposes, to the extent permitted by the Code, each Party will agree to treat all amounts paid to the Investor under any of the provisions of this ARTICLE 5 as an adjustment to the Capital Contributions made by the Investor.

5.5No Duplication. Any liability for indemnification under this ARTICLE 5 shall be determined without duplication of recovery. Without limiting the generality of the prior sentence, if a statement of facts, condition or event constitutes a breach of more than one representation, warranty, covenant or agreement which is subject to the indemnification obligation in Section 5.1, only one recovery of Indemnified Costs per Indemnified Party shall be allowed.

5.6Sole Remedy. Except in the case of willful misconduct or failure to pay, the enforcement of the claims of the Parties under this ARTICLE 5 are the sole and exclusive remedies that a Party shall have under this Contribution Agreement for the recovery of Losses with respect to any breach of any representation or warranty in this Contribution Agreement.

5.7Survival. All representations, warranties, covenants and obligations made or undertaken by a Party in this Contribution Agreement or in any Transaction Document are material, have been relied upon by the other Parties and shall survive until

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the final date for any assertion of claims as forth in Section 5.8, if and as applicable, or as otherwise provided in the Transaction Documents.

5.8Final Date for Assertion of Indemnity Claims. All representations and warranties in ARTICLE 3 shall survive for a period of 2 years following the earlier of the Initial Closing Date or, if the Initial Closing Date has not occurred, the Termination Date; provided, that notwithstanding the foregoing, (i) the Tax Representations shall survive until that date which is 60 days after the applicable statute of limitations expires, (ii) the representations and warranties in Section 3.1(e) (Ownership) and Section 3.1(f) (Valid Interests) shall survive forever, and (iii) the representations and warranties in Section 3.1(hh) Special Purpose Entity will not survive the Second Equity Capital Contribution Date unless a Bankruptcy of the Sponsor has occurred prior to such date; provided, further, that if written notice of a claim for indemnification has been given by an Investor Indemnified Party on or prior to the last day of the respective foregoing period, then the obligation of NHC to indemnify such Investor Indemnified Party pursuant to this ARTICLE 5 shall survive with respect to such claim until such claim is finally resolved.

5.9Mitigation and Limitations on Indemnified Costs. Notwithstanding anything to the contrary contained herein:

(a)Reasonable Steps to Mitigate. Each Indemnified Party will take, at the Indemnifying Party’s own reasonable cost and expense, all reasonable commercial steps identified by Indemnifying Party to the Indemnified Parties to mitigate all Indemnified Costs (other than any such Indemnified Costs that are Taxes), which steps may include availing itself of any defenses, limitations, rights of contribution, claims against third Persons and other rights at law or equity. The Indemnified Parties will provide such evidence and documentation of the nature and extent of the Indemnified Costs as may be reasonably requested by the Indemnifying Party.

(b)Net of Insurance Benefits. All Indemnified Costs shall be limited to the amount of actual out-of-pocket damages sustained by the Indemnified Party by reason of any breach or nonperformance hereunder shall be net of insurance recoveries from insurance policies of the Project Company (including under the existing title policies) to the extent that any proceeds of such policies, less any costs, expenses or premiums incurred by the Project Company in connection therewith, are distributed by the Project Company to the Company and are in turn distributed by the Company to the Indemnified Party; provided, however, such amount shall account for any costs or expenses incurred by the Indemnified Party in connection with obtaining insurance proceeds with respect to any breach or nonperformance hereunder.

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(c)No Consequential Damages. Indemnified Costs shall not include, and Indemnifying Party shall have no obligation to indemnify any Indemnified Party for or in respect of, any punitive, consequential or exemplary damages of any nature including but not limited to damages for lost profits or revenues or the loss or use of such profits or revenue, loss by reason of plant shutdown or inability to operate at rated capacity, increased operating expenses of plant or equipment, increased costs of purchasing or providing equipment, materials, labor, services, costs of replacement, power or capital, debt service fees or penalties, inventory or use charges, damages to reputation, damages for lost opportunities, or claims of the Project Company’s customers, members or affiliates, regardless of whether said claim is based upon contract, warranty, tort (including negligence and strict liability) or other theory of law unless payable by such Investor Indemnified Party as part of a Third Party Claim.

5.10Payment of Indemnification Claims. All claims for indemnification shall be paid by Indemnifying Party in immediately available funds in U.S. dollars. Any undisputed portion of an indemnification claim shall be paid promptly by the Indemnifying Party to the Indemnified Parties involved. An Indemnifying Party may dispute any portion of an indemnification claim, provided, however, that such disputed indemnification claim shall be paid promptly by the Indemnifying Party to the Indemnified Party together with interest at a market rate upon the final determination of the payable amount of the claim (if any) by a court of competent jurisdiction.

ARTICLE 6

GENERAL PROVISIONS

6.1Exhibits and Schedules. All Exhibits and Schedules are incorporated herein by reference.

6.2Disclosure Schedules. Any matter disclosed in any section of the Schedules shall be deemed disclosed for all purposes and all sections of the Schedules to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other purposes and sections. If a Closing occurs following any such supplement or amendment to the Schedules, then all matters disclosed pursuant to any such supplement or amendment shall be waived and none of Investor nor any other Investor Indemnified Party shall be entitled to make a claim thereon pursuant to the terms of this Contribution Agreement or any other Transaction Document (for indemnification, breach or otherwise).

6.3Amendment, Modification and Waiver. This Contribution Agreement may not be amended or modified except by an instrument in writing signed by the Party against which enforcement of such amendment or modification is sought. Any failure of NHC, Holdings or Investor to comply with any obligation, covenant,

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agreement, or condition contained herein may be waived only if set forth in an instrument in writing signed by the Party to be bound thereby, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure.

6.4Severability. If any term or other provision of this Contribution Agreement is invalid, illegal, or incapable of being enforced by any rule of Applicable Law, or public policy, all other conditions and provisions of this Contribution Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any Party.

6.5Parties in Interest. This Contribution Agreement shall be binding upon and, except as provided below, inure solely to the benefit of each Party and its successors and permitted assigns, and nothing in this Contribution Agreement, express or implied, is intended to confer upon any other Person (other than the Indemnified Parties as provided in ARTICLE 5) any rights or remedies of any nature whatsoever under or by reason of this Contribution Agreement.

6.6Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by a nationally recognized overnight courier, by facsimile, or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

(a)If to NHC, Holdings or the Company, to:

Milford NHC, LLC/MWCI Holdings, LLC/Milford Wind Partners, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

Attention: General Counsel

Telephone: 617-964-3340

Fax: 617-964-3342

(b)If to Investor, to:

Stanton Equity Trading Delaware LLC

11 Madison Avenue

New York, New York 10010

*****

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*****

With a copy to:

Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Attention: General Counsel-Americas.

*****

All notices and other communications given in accordance herewith shall be deemed given (i) on the date of delivery, if hand delivered, (ii) on the date of receipt, if faxed (provided a hard copy of such transmission is dispatched by first class mail within 48 hours), (iii) 3 Business Days after the date of mailing, if mailed by registered or certified mail, return receipt requested, and (iv) one Business Day after the date of sending, if sent by a nationally recognized overnight courier; provided, that a notice given in accordance with this Section 6.6 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed given on the next Business Day in that place.

6.7Confidentiality. (a) No Party will itself use or disclose (and no Party will permit the use or disclosure by any of its Affiliates or any of its Representatives), directly or indirectly, any of the Material Contracts or information furnished thereunder, or this Contribution Agreement or information furnished hereunder, and will use all reasonable efforts to have all such information kept confidential (consistent with its own practices); provided that (i) any Party and its Affiliates and Representatives may use, retain and disclose any such information to any Governmental Authority as is required to comply with Applicable Law, (ii) any Party and its Affiliates and Representatives may use, retain and disclose any such information that has been publicly disclosed (other than by such Party or any Affiliate or Representative thereof in breach of this Section 6.7) or has come into the possession of such Party or any Affiliate or Representative thereof other than from another Party hereto or a Person acting on such other Party’s behalf and under circumstances not involving, to the best of the such Party’s knowledge, any breach of any confidentiality obligation, (iii) to the extent that any Party or any Affiliate or Representative thereof may have received a subpoena or other written demand under color of legal right for such information, such Party or such Affiliate or Representative may disclose such information, but such Party shall first, unless prohibited by applicable law, as soon as practicable upon receipt of such demand, furnish a copy thereof to the other Parties and, if practicable so long as such Party shall not be in violation of such subpoena or demand or likely to become liable to any penalty or sanctions thereunder, afford the other parties reasonable opportunity, at any other Party’s cost and expense, to

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obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, shall cooperate with any reasonable efforts of the other Party to obtain a protective order or other similar relief, shall keep the other Party informed of any material developments with respect to the compulsion or request for information, and shall disclose only so much of the information as, in the opinion of its legal counsel, is legally required, (iv) any Party and its Affiliates or Representatives may disclose to lenders, potential lenders or other Persons providing financing to the Company, MWCI or the Project Company or any member in the Company or the Project Company and potential purchasers of equity interests in the Company or other potential purchasers in connection with a Permitted Transfer, if such Persons have agreed to abide by terms substantially similar to the obligations of such Party under this Section 6.7, and entered into a written agreement confirming the same (which may be in the Existing Financing Credit Agreement, in the case of lenders to the Project Company), a copy of which must be provided to the Company, (v) any Party and its Affiliates or Representatives may disclose any such information, and make such filings, as may be required by this Contribution Agreement or the Material Contracts, (vi) any Party which is an insurance company or an Affiliate thereof may disclose such information to the National Association of Insurance Commissioners and any rating agency requiring access to its investment portfolio; (vii) any Party and its Affiliates or Representatives may disclose to SCPPA information required to be disclosed under the PPA, (viii) any Party and its Affiliates or Representatives may disclose Material Contracts to contractors for engineering, procurement and construction contracts, and (ix) any Party and its Affiliates or Representatives may disclose to environmental consultants and other advisors information necessary for their scope of work and (x) NHC may make disclosures to the extent needed to develop and operate any Expansion Projects if such Persons receiving such information have agreed to abide by terms substantially similar to the obligations of such Party under this Section 6.7. Notwithstanding anything herein to the contrary, a Party may disclose information to its Affiliates and Representatives in accordance with this Contribution Agreement if such Persons have agreed to abide by terms substantially similar to the obligations of such Party under this Section 6.7.

(b)The foregoing obligations shall not apply to the tax treatment or tax structure of the transactions contemplated herein and each party hereto (and any Affiliate, Representative or advisor of any party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated herein and all other materials of any kind (including opinions or other tax analysis) that are provided to any party hereto relating to such tax treatment and tax structure (all such information that may be so disclosed hereunder is hereinafter referred to as the “Tax Information”). However, any Tax Information is required to be kept confidential to the extent necessary to comply with any applicable securities laws. This

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Section 6.7 is intended to prevent such an investment in the Company from being treated as a “reportable transaction” as a result of it being a transaction offered to a taxpayer under conditions of confidentiality within the meaning of Sections 6011, 6111 and 6112 of the Code (or any successor provision) and the Treasury Regulations thereunder and shall be construed in a manner consistent with such purpose.

(c)The Parties acknowledge and agree that remedies at law may be inadequate to protect it against actual or threatened breach of this Contribution Agreement by the other Party or its Affiliates or Representatives. Accordingly, the Parties agree that the non-breaching Party shall be entitled, in addition to other remedies that may be available to it, to seek immediate injunctive relief from any breach or any threatened breach of any of the provisions of this Section 6.7 and to seek specific performance of their rights hereunder, as well as to any other remedies available at law or in equity.

(d)In the event of a conflict between the terms of this Section 6.7 and the terms of any other Confidentiality Agreement between the Parties related to the transactions contemplated herein, the terms of this Section 6.7 shall prevail. The obligations of the Parties under this Section 6.7 shall terminate on the earlier of (i) the Effective Date under the Company LLC Agreement and, thereafter, Section 12.12 of the Company LLC Agreement shall apply and (ii) the third anniversary of the termination of this Contribution Agreement.

6.8Counterparts. This Contribution Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. Delivery of an executed counterpart of a signature page of this Contribution Agreement by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Contribution Agreement.

6.9Entire Agreement. This Contribution Agreement (together with the other Transaction Documents) constitutes the entire agreement of the Parties and supersedes all prior agreements, letters of intent and understandings, both written and oral, among the Parties with respect to the subject matters expressly addressed herein.

6.10Governing Law; Choice of Forum; Waiver of Jury Trial. THIS CONTRIBUTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS PERFORMED IN THAT STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5 1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW,

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WHICH SHALL APPLY TO THIS CONTRIBUTION AGREEMENT). THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, NEW YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONTRIBUTION AGREEMENT. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.

6.11    Public Announcements. Except for statements made or press releases issued (i) pursuant to the Securities Act or the Securities Exchange Act of 1934, (ii) pursuant to any listing agreement with any national securities exchange or the National Association of Securities Dealers, Inc., or (iii) as otherwise required by Applicable Law, neither NHC nor Investor shall issue, or permit any of their respective Affiliates to issue, any press release or otherwise make any public statements with respect to this Contribution Agreement or the transactions contemplated hereby without the prior written consent of the other Party. Subject to any requirements of Applicable Law, NHC and Investor will be given the opportunity to review in advance, upon the request of NHC or Investor, as the case may be, all information relating to the transactions contemplated by the Transaction Documents that appear in any filing made in connection with the transactions contemplated hereby or thereby.

6.12    Assignment. This Contribution Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Contribution Agreement may only be assigned to the same extent (and only by and to the same Persons) that Membership Interests in the Company are assignable pursuant to the terms of the Company LLC Agreement. Any attempted assignment of this Contribution Agreement other than in strict accordance with this Section and the terms of the Company LLC Agreement shall be null and void and of no force or effect.

6.13    Relationship of Parties. This Contribution Agreement does not constitute a joint venture, association or partnership between the Parties. No express or implied term, provision or condition of this Contribution Agreement shall create, or shall be deemed to create, an agency, joint venture, partnership or any fiduciary relationship between the Parties.

6.14    No Solicitation. The transaction described in this Contribution Agreement has been discussed with a limited number of prospective institutional equity investors. The Investor may not solicit, directly or indirectly, whether through an agent or otherwise, the participation of another investor without the prior approval of NHC.

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6.15    No Agents. No Party nor any Affiliate thereof has retained any broker, agent or finder or incurred any liability or obligation for any brokerage fees, commissions or finder fees with respect to this Contribution Agreement or the transactions contemplated hereby.

6.16    Limitations of Liability. (a) NO PARTY SHALL BE LIABLE (WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, EQUITY, OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING LOST PROFITS AND ANY OTHER DAMAGES THAT CANNOT BE READILY ASCERTAINED AND QUANTIFIED, FOR ANY BREACH OF A REPRESENTATION OR WARRANTY UNDER THIS CONTRIBUTION AGREEMENT, EXCEPT TO THE EXTENT INCLUDED IN A THIRD PARTY CLAIM FOR WHICH A PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

(b)     THE OBLIGATIONS OF THE PARTIES UNDER THIS CONTRIBUTION AGREEMENT ARE OBLIGATIONS OF THE PARTIES ONLY, AND NO RECOURSE SHALL BE AVAILABLE UNDER THIS CONTRIBUTION AGREEMENT AGAINST ANY OFFICER, DIRECTOR, MANAGER, MEMBER, PARTNER, OR AFFILIATE OF ANY PARTY.

6.17    Intention of the Parties. The Parties intend, for federal income tax purposes, that the Purchase is an acquisition of the Class B Interests by the Class B Members, the Initial Equity Capital Contribution by the Class B Member is a contribution to the Company described in Section 721 of the Code and the Class A Member is contributing all of the assets of the Project Company in a transaction described in Section 721 of the Code.

[Remainder of page intentionally left blank. Signature pages to follow.]

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IN WITNESS WHEREOF, each Party hereto has caused this Equity Contribution and Purchase Agreement to be signed on its behalf as of the date first above written.

MILFORD WIND HOLDINGS, LLC
By:	/s/ Michael U. Alvarez
	Name:	Michael U. Alvarez
	Title:	Vice President
MILFORD NHC, LLC
By:	/s/ Evelyn Lim
	Name:	Evelyn Lim
	Title:	Secretary
MILFORD WIND PARTNERS, LLC
By:	/s/ Paul Gaynor
	Name:	Paul Gaynor
	Title:	President
STANTON EQUITY TRADING DELAWARE LLC
By:	/s/ Jerry L. Smith
	Name:	Jerry L. Smith
	Title:	President

[Signature Page to Equity Contribution and Purchase Agreement]

EXECUTION COPY

ANNEX I

DEFINITIONS

“Accounting Firm” means any of Deloitte Touche Tohmatsu, Ernst & Young, KPMG International, PriceWaterhouseCoopers, LLP, any of their successors, or any nationally-recognized Affiliate thereof, at the Managing Member’s election, or such other firm of certified public accountants approved by a Class Majority Vote.

“Act” means the Delaware Limited Liability Company Act, Delaware Code Ann. 6, Sections 18-101, et seq. and any successor statute, as the same may be amended from time to time.

“Administrative Services Agreement” means the Administrative Services Agreement between Project Company and First Wind Energy, LLC dated as of April 22, 2009.

“Administrative Services Provider” means First Wind Energy, LLC and any permitted successor to such Person under the Administrative Services Agreement.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common Control with such first Person.

“Affiliate O&M Agreement” means the Project O&M Agreement dated as of April 22, 2009, by and between Affiliate Operator and Project Company, and any replacement agreement for such agreement.

“Affiliate Operator” means First Wind O & M, LLC or any successor or assign under the Affiliate O&M Agreement.

“Applicable Laws” means all laws (including common law), treaties, constitutions, statutes, rules, regulations, ordinances, judgments, settlements, orders, decrees, injunctions, and writs of any Governmental Authority having jurisdiction over NHC, Investor, the Manager, the Administrative Services Provider, the Affiliate Operator, MWCI, the Company, the Project Company or the Project, as applicable.

“Appraiser” means Stone & Webster Management Consultants, Inc. or other mutually agreed upon appraiser.

“Assets” means with respect to any Person, all right, title and interest of such Person in land, properties, buildings, improvements, fixtures, foundations, assets and rights of any kind, whether tangible or intangible, real, personal or mixed, including contracts, equipment, systems, books and records, proprietary rights, intellectual

property, governmental approvals, rights under or pursuant to all warranties, representations and guarantees, cash, accounts receivable, deposits and prepaid expenses.

“Assignment” means that certain Assignment by Holdings to Investor in substantially the form of Exhibit D attached to the Contribution Agreement.

“Bankruptcy” of a Person means the occurrence of any of the following events: (i) the filing by such Person of a voluntary case or the seeking of relief under any chapter of Title 11 of the United States Bankruptcy Code, as now constituted or hereafter amended (the “Bankruptcy Code”), (ii) the making by such Person of a general assignment for the benefit of its creditors, (iii) the admission in writing by such Person of its inability to pay its debts as they mature, (iv) the filing by such Person of an application for, or consent to, the appointment of any receiver or a permanent or interim trustee of such Person or of all or any portion of its property, including the appointment or authorization of a trustee, receiver or agent under applicable law or under a contract to take charge of its property for the purposes of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors, (v) the filing by such Person of a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, (vi) an involuntary case is commenced against such Person by the filing of a petition under any chapter of Title 11 of the Bankruptcy Code and (other than in the case of ARTICLE 4 of the Contribution Agreement) within 60 days after the filing thereof either the petition is not dismissed or the order for relief is not stayed or dismissed, (vii) an order, judgment or decree is entered appointing a receiver or a permanent or interim trustee of such Person or of all or any portion of its property, including the entry of an order, judgment or decree appointing or authorizing a trustee, receiver or agent to take charge of the property of such Person for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of the creditors of such Person, and (other than in the case of ARTICLE 4 of the Contribution Agreement) such order, judgment or decree shall continue unstayed and in effect for a period of 60 days, or (viii) an order, judgment or decree is entered, without the approval or consent of such Person, approving or authorizing the reorganization, insolvency, readjustment of debt, dissolution or liquidation of such Person under any such law or statute, and (other than in the case of ARTICLE 4 of the Contribution Agreement) such order, judgment or decree shall continue unstayed and in effect for a period of 60 days. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

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“Base Case Model” means the financial model agreed to by the Parties on the Initial Closing Date and revised as agreed to by the Parties, as necessary, on the Second Equity Capital Contribution Date.

“Bonus Depreciation Property” means equipment with a tax basis that the Base Case Model treats as qualifying for bonus depreciation under section 168(k) of the Code.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banks in New York City are authorized or required to be closed.

“Capital Contribution” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property contributed to the Company with respect to the Membership Interests in the Company held or purchased by such Member (or by any predecessor of such Member).

“Cash Grant” means, with respect to the Project, a grant from the US Treasury under Section 1603 of the American Recovery and Reinvestment Act of 2009.

“Claim” means any and all judgments, awards, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental Authority investigations or audits, losses (including amounts paid in settlement of claims), assessments, fines, penalties, administrative orders, injunctions, obligations, costs, expenses, taxes, liabilities and damages (including any loss of profits, consequential, punitive, incidental or special damages recovered by any Third Party, but excluding loss of profits, consequential, punitive, incidental or special damages asserted by any Member or an Affiliate, and including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts).

“Class A Investor Parties” means the Project Company, MWCI and the Company.

“Class A Member” means a Member holding one or more Class A Membership Interests.

“Class A Membership Interests” means membership interests in the Company that are held initially by NHC and have the rights described in the Company LLC Agreement.

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“Class B Guaranty” means, with respect to each Class B Member, the Investor Guaranty and any guaranty issued pursuant to Section 9.2(m) of the Company LLC Agreement on any Transfer of Class B Membership Interests.

“Class B Member” means a Member holding one or more Class B Membership Interests.

“Class B Membership Interests” means membership interests in the Company that were purchased from Holdings, are held initially by Investor, and have the rights described in the Company LLC Agreement.

“Class Majority Vote” has the meaning provided in the Company LLC Agreement.

“Clipper Reserve” is defined in Schedule 8.2(b) to the Company LLC Agreement.

“Closing” means each of the Initial Closing, Second Equity Capital Contribution Closing or Third Equity Capital Contribution Closing, as the context may require.

“Closing Date” means the date of any Closing.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commercial Operation” is defined in the PPA.

“Commercial Operation Date” is defined in the PPA.

“Company” is defined in the preamble to the Contribution Agreement.

“Company LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company, by and between NHC and Investor, substantially in the form of Exhibit A to the Contribution Agreement and dated as of the Initial Closing Date, as the same may be amended, supplemented or replaced from time to time.

“Confidentiality Agreement” means each agreement between Investor or its Affiliates and NHC regarding confidential treatment of information disclosed between them and their Representatives in relation to the transactions contemplated by the Transaction Documents.

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“Consent and Agreement” means that certain Consent and Agreement by and among Class B Member, Project Company, Company and the Royal Bank of Scotland, plc in the form of Exhibit E to the Contribution Agreement.

“Contribution Agreement” means the Equity Contribution and Purchase Agreement by and among NHC, Holdings, the Company and Investor dated as of September 28, 2009 and all its schedules and exhibits.

“Control” means the possession, directly or indirectly, of either of the following:

(a)     (i) in the case of a corporation, more than 50% of the outstanding voting securities thereof; (ii) in the case of a limited liability company, partnership, limited partnership or joint venture, the right to more than 50% of the distributions (including liquidating distributions) therefrom; (iii) in the case of a trust or estate, including a business trust, more than 50% of the beneficial interest therein; and (iv) in the case of any other entity, more than 50% of the economic or beneficial interest therein; or

(b)     in the case of any entity, the power or authority, through ownership of voting securities, by contract or otherwise, to exercise a controlling influence over the management of the entity.

“Cost Segregation Report” means (A) a report prepared by an Accounting Firm that segregates the components comprising the Project into their respective tax depreciation class lives, and, to the extent the Project is not then fully completed, means (B) a draft report containing, with respect to such components, (i) a statement as to (x) amounts paid as of the date of the report and (y) known, non-contingent liabilities that have been expended or incurred as of the date of the report; and (ii) an estimate of contingent liabilities that have not yet been expended or incurred, but that are reasonably likely to be expended or incurred after the date of the report, in each case, segregated into their respective tax depreciation class lives.

“Effective Date”, with respect to the Contribution Agreement, has the meaning set forth in the introductory paragraph of the Contribution Agreement, and with respect to the Company LLC Agreement, has the meaning set forth in the introductory paragraph of the Company LLC Agreement.

“Environmental Consultant” means CH2M Hill, Inc.

“Environmental Laws” means all Applicable Laws pertaining to the environment, human health, safety and natural resources, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980

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(42 U.S.C. § 9601 et seq.), and the Superfund Amendments and Reauthorization Act of 1986, the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), and the Hazardous and Solid Waste Amendments Act of 1984, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (also known as the Clean Water Act) (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Endangered Species Act (16 U.S.C. §§ 1531 et seq.), the Migratory Bird Treaty Act (16 U.S.C. §§ 703 et seq.), the Bald Eagle Protection Act (16 U.S.C. §§ 668 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §§ 2701 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. §§ 1801 et seq.), and any similar or analogous state and local statutes or regulations promulgated thereunder and decisional law of any Governmental Authority, as each of the foregoing may amended or supplemented from time to time in the future, in each case to the extent applicable with respect to the property or operation to which application of the term “Environmental Laws” relates.

“Estimated Cash Grant Amount” means as of any date of determination, the projected amount of the Cash Grant that is expected to be received by the Company determined by multiplying (x) for all Specified Energy Property which is Placed in Service as of the relevant Closing Date, the sum of (i) the tax basis of such Specified Energy Property expended as of such relevant Closing Date, and (ii) the projected tax basis of such Specified Energy Property that is reasonably likely to be, but has not yet been expended or incurred on or prior to such relevant Closing Date) by (y) 30%. For the avoidance of doubt, the tax basis of any Specified Energy Property for which a Cash Grant has previously been applied for and received shall be deemed to be zero (0) for all purposes of this definition.

“Exempt Wholesale Generator” means an “exempt wholesale generator” as defined in Section 1262(6) of PUHCA.

“Exhibits” means, in the case of the Contribution Agreement, the exhibits attached to the Contribution Agreement and in the case of the Company LLC Agreement, the exhibits attached to the Company LLC Agreement.

“Existing Financing” means the construction loan of up to approximately $376,000,000, made available to the Project Company pursuant to the Existing Financing Credit Agreement and used to fund a majority of the cost of constructing the Project.

“Existing Financing Credit Agreement” means the Credit Agreement, dated April 22, 2009, among the Project Company, the lenders party thereto, The Royal Bank of Scotland plc as Administrative Agent for the lenders thereto, as Collateral Agent to the secured parties thereto and as issuing bank for the letters of credit, RBS Securities Inc.

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(f/k/a Greenwich Capital Markets Inc.), as lead agent and bookrunner, Banco Espirito Santo De Investmento SA, New York Branch, as syndication agent, joint bookrunner and joint lead arranger, Banco Santander, S.A., New York Branch, BNP Paribas, HSH Nordbank AG, New York Branch, Keybank National Association and Société Générale as co-documentation agents, joint bookrunners and joint lead arrangers, and Cobank, ACB as joint bookrunner and joint lead arranger, as such credit agreement may be amended or restated from time to time.

“Existing Financing Obligations” means the “Obligations” as such term is defined in the Existing Financing Credit Agreement.

“Expansion Project” is defined in Section 3.4 (b) of the Company LLC Agreement.

“Federal Power Act” means the Federal Power Act of 1935, as amended.

“FERC” means the Federal Energy Regulatory Commission and any successor thereto.

“First Wind Subsidiary” means, with respect to any corporation, partnership, limited liability company, joint venture or other entity of which Sponsor owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Fixed Tax Assumptions” has the meaning provided in the Company LLC Agreement.

“GAAP” means generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants, as in effect from time to time, consistently applied and maintained on a consistent basis for a Person throughout the period indicated and consistent with such Person’s prior financial practice.

“Gen Lead Substation Assets” means that portion of the substation owned by the Project Company at the Project site which may be sold or transferred by the Project Company pursuant to the PPA.

“Governmental Approval” means any permit, license, approval or authorization of, filing with, or notice to any Governmental Authority.

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court or other instrumentality of any country, state, province, county, parish or municipality, jurisdiction, or other political subdivision thereof.

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“Grant Application” means the application (or multiple applications, as the case may be) for a Cash Grant to be filed with the Treasury or other Governmental Authority under Section 1603 of the American Recovery and Reinvestment Act of 2009.

“Gross Asset Value” has the meaning provided in the Company LLC Agreement.

“Guidance” means the guidance issued on July 9, 2009 by the Treasury for payments for specified energy property in lieu of tax credits under the American Recovery and Reinvestment Act of 2009 and any clarification, addition or supplement thereto issued by the Treasury or any other Governmental Authority.

“Hazardous Substances” means (A) any hazardous materials, hazardous wastes, hazardous substances, toxic wastes, solid wastes, and toxic substances as those or similar terms are defined under any Environmental Laws; (B) any asbestos or asbestos containing material; (C) polychlorinated biphenyls (“PCBs”), or PCB containing materials or fluids; (D) radon; (E) any petroleum, petroleum hydrocarbons, petroleum products, crude oil and any fractions or derivatives thereof; and (F) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or contaminant that, whether by its nature or its use, is subject to regulation or giving rise to liability under any Environmental Laws.

“Indemnified Costs” means Investor Indemnified Costs, NHC Indemnified Costs or Member Indemnified Costs, as the context requires.

“Indemnified Party” means a NHC Indemnified Party, if indemnified by the Investor, or an Investor Indemnified Party, if indemnified by NHC.

“Indemnity Claim” means a Claim for which any Indemnified Person may seek indemnification under Section 11.1 of the Company LLC Agreement.

“Indemnifying Party” means the Party indemnifying an Indemnified Party.

“Independent Engineer” means Garrad Hassan America, Inc.

“Initial Closing” is defined in Section 2.3 of the Contribution Agreement.

“Initial Closing Date” means the date described in Section 2.3 of the Contribution Agreement.

“Initial Equity Capital Contribution” means the Capital Contribution to be made by the Investor on the Initial Closing Date.

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“Initial Equity Capital Contribution Amount” means $2,500,000 minus the Purchase Price.

“Interconnection Agreement” means that certain Generator Interconnection Agreement between Intermountain Power Agency and Project Company dated as of May 7, 2008.

“Investor” is defined in the first paragraph of the Contribution Agreement and includes permitted successors and assigns.

“Investor Guarantor” means *****, a Delaware corporation.

“Investor Guaranty” means the limited guaranty made by Investor Guarantor in favor of NHC in the form attached as Exhibit B, or otherwise in form and substance reasonably acceptable to NHC, dated on or before the Initial Closing Date, and which shall remain in effect between the date hereof and the earliest of (a) the Termination Date and (b) the earliest date on which there could be no additional Closings.

“Investor Indemnified Costs” means, with respect to any Investor Indemnified Party, subject to ARTICLE 5 of the Contribution Agreement, any and all Losses incurred by such Investor Indemnified Parties resulting from or relating to (i) any breach or default by NHC or Holdings of any representation, warranty, covenant, indemnity or agreement under the Contribution Agreement or any other Transaction Document, including any certificates delivered by NHC or Holdings in connection with a Closing or a Transaction Document, including with respect to NHC (a) in its capacity as Managing Member under the Company LLC Agreement in accordance with the terms thereof and (b) in its capacity as Tax Matters Partner under Section 7.7(b) of the Company LLC Agreement (solely to the extent that such breach prejudices any Investor Indemnified Parties) and 7.7(c) of the Company LLC Agreement in accordance with the terms thereof, or (ii) any NHC or Holdings fraud or willful misconduct or failure to pay any amount due to an Investor Indemnified Party under any Transaction Document, including any certificates delivered by NHC or Holdings in connection with a Closing or a Transaction Document.

“Investor Indemnified Parties” means, with respect to Investor, Investor and each of its Affiliates and each of their respective shareholders, members, officers, directors, employees, agents, and other representatives, and their respective successors and assigns.

“IRS” means the Internal Revenue Service or any successor agency.

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“Knowledge of NHC” means the actual knowledge of the senior managers of NHC, any NHC Subsidiary, the Manager (so long as it is an Affiliate of NHC), or the Administrative Services Provider (so long as it is an Affiliate of NHC), or any NHC Subsidiary, including the actual knowledge of Steve Schauer, Evelyn Lim, Michael Alvarez, Paul Gaynor and Jeffrey Levy with respect to the areas of their respective experience.

“Liens” means any liens, pledges, claims, security interests, easements, rights of way, mortgages, deeds of trust, covenants, restrictions, options, rights of first refusal or defects in title.

“Losses” means any and all damages, losses, claims, liabilities, demands, charges, suits, Taxes, loss of Tax deductions, penalties, costs, and reasonable expenses (including court costs and reasonable attorneys’ fees and expenses of a single law firm).

“Major Decisions” has the meaning provided in the Company LLC Agreement.

“Management Services Agreement” means the Management Services Agreement, by and between the Manager, MWCI and the Company, substantially in the form of Exhibit C to the Contribution Agreement and dated as of the Initial Closing Date.

“Manager” means First Wind Energy, LLC or any qualified replacement manager under the Management Services Agreement. The Manager is a “manager” of the Company within the meaning of the Act.

“Managing Member” is defined in Section 8.2 (a) of the Company LLC Agreement.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities (actual or contingent), financial condition or results of operations of the Company, MWCI or Project Company, taken as a whole, excluding any effect resulting from (i) any change in industry, market or financial conditions (including changes in the electric generating, transmission or distribution industry, the wholesale or retail markets for electricity, the general state of the energy industry, including natural gas and natural gas liquid prices, the transmission system, interest rates, outbreak of hostilities, terrorist activities or war), whether general or regional in nature or limited to any area in which the Project is located or the Company, MWCI or Project Company operates, (ii) any change in Applicable Law or regulatory policy, (iii) effects of weather or meteorological events, (iv) strikes, work stoppages or other labor disturbances, or (v) the execution or delivery of the Transaction Documents or the transactions contemplated in them or the announcement of such transactions or (b) (i) the validity or enforceability of any

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Transaction Document or (ii) the ability of any party to a Transaction Document to perform its obligations thereunder.

“Material Contract” means any of the following, as the same may be amended or modified, and any successor agreements thereto (i) the PPA and the Interconnection Agreement and any other contract for the sale or transmission of electric energy or transmission services of the Project for a term of more than 1 year, (ii) any hedge agreement or other hedging arrangements, which shall not be speculative in nature, off-take agreement or renewable energy credit sale agreement and all associated documentation in respect of the electric energy or renewable energy credits generated by the Project, (iii) a contract, lease, indenture or security under which the Company or Project Company (A) has created, incurred, assumed or guaranteed any indebtedness for borrowed money in excess of $1,000,000 or obligations under any lease that, in accordance with GAAP, should be capitalized in excess of $1,000,000 or (B) has a reimbursement obligation in respect of any letter of credit, guaranty, bond, or other credit or collateral support arrangement required to be maintained by Project Company under the terms of any contract referred to in clause (i) or (ii) above, (iv) the Administrative Services Agreement, the Management Services Agreement, the Affiliate O&M Agreement or other contract for management, operation or maintenance of the Project, (v) a product warranty or repair contract by or with a manufacturer or vendor of equipment owned or leased by Project Company that covers equipment whose fair market value exceeds $1,000,000, (vi) wind energy leases and (vii) any other contract that is expected to require payments by the Company or the Project Company of more than $1,000,000 per calendar year.

“Member” means any Person executing the Company LLC Agreement as of the date of the Company LLC Agreement as a member of the Company or any Person admitted to the Company as a member as provided in the Company LLC Agreement (each in the capacity as a member of the Company), but does not include any Person who has ceased to be a member of the Company.

“Member Indemnified Costs” means, with respect to any Member Party, subject to ARTICLE 11 of the Company LLC Agreement, any and all Losses incurred by such Member Parties resulting from or relating to (i) any breach or default by any other Member of any representation, warranty, covenant, or agreement under the Company LLC Agreement or (ii) any claim for fraud or willful misconduct or failure to pay any amount due to a Member Party by any other Member under any Transaction Document.

“Membership Interest” means the interest of a Member in the Company, including rights to distributions (liquidating or otherwise), allocations, and to vote, consent or approve, if any.

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“Milford” means Milford Wind Corridor LLC, a Delaware limited liability company.

“MWCI” is defined in the recitals to the Company LLC Agreement.

“MWCI LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of MWCI dated as of August 31, 2009.

“NHC” is defined in the first paragraph of the Contribution Agreement.

“NHC Indemnified Costs” means, with respect to any NHC Indemnified Party, subject to ARTICLE 5 of the Contribution Agreement, any and all Losses incurred by such NHC Indemnified Parties resulting from or relating to (i) any breach or default by Investor of any representation, warranty, covenant, or agreement under the Contribution Agreement including as contained in any certificate delivered pursuant to the Contribution Agreement or (ii) any Investor fraud, willful misconduct or failure to pay any amount due to a NHC Indemnified Party under any Transaction Document.

“NHC Indemnified Parties” means NHC, Holdings and each of their respective Affiliates, excluding Company, MWCI and Project Company, and each of their respective shareholders, members, officers, directors, employees, agents, and other representatives, and their respective successors and assigns.

“O&M Reserve” is defined in Schedule 8.2(b) to the Company LLC Agreement.

“Ordinary Course of Business” means the ordinary conduct of business consistent with past custom and practice (including with respect to quantity and frequency).

“Owners Title Insurance Policy” means the title insurance policy issued by First American Title Insurance Company for the benefit of the Project Company dated April 22, 2009 in the amount of $200,000,000.

“Party” means, for purposes of the Contribution Agreement, a party to the Contribution Agreement and for purposes of the Company LLC Agreement, a party to the Company LLC Agreement.

“Permitted Liens” means (a) liens for taxes not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) carriers’, warehousemen’s, mechanics’, materialman’s, repairman’s, employees’, contractors’, operators’ or other similar Liens or charges securing the payment of expenses not yet due and payable that were incurred in

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the Ordinary Course of Business of Project Company or for amounts being contested in good faith and by appropriate proceedings, (c) trade contracts or other obligations of a like nature incurred in the Ordinary Course of Business of Project Company, (d) inchoate liens, obligations or duties to any Governmental Authority arising in the Ordinary Course of Business (including under licenses and permits held by Project Company and under all Applicable Laws), (e) obligations or duties under easements, leases or other property rights, (f) Liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which (i) adequate reserves in accordance with GAAP or (ii) bonds or other security reasonably satisfactory to Investor have been provided or (iii) are fully covered by insurance, (g) easements of record, zoning and other land use restrictions that in each such case do not impair the operation or value of the Project, (h) security interests created by the credit support obligations and margin requirements under any Project Company power purchase agreement or hedge agreement or other hedging arrangements, which shall not be speculative in nature, or any other Material Contract which does not cause a default under the PPA, (i) prior to the repayment in full of the Existing Financing Obligations, the liens and security interests securing the Existing Financing Obligations, (j) the liens and security interests contemplated by the PPA, (k) liens to secure the Working Capital Loans which does not cause a default under the PPA, and (l) all other encumbrances and exceptions that are incurred in the Ordinary Course of Business of the Project, are not incurred for borrowed money and do not have a Material Adverse Effect.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, or other entity.

“Phase II” means the approximately 102 megawatt wind generating facility adjacent to the Project (located to the North) in Millard County, Utah.

“Placed in Service” means, with respect to any Turbines, the completion of or the performance of the following activities: (1) obtaining the necessary licenses and permits for the operation and sale of the power to SCPPA, (2) completion of critical tests necessary for proper operation of such property, (3) synchronization of such property onto the electric distribution and transmission system of the utility, and (4) the commencement of daily operation of such property.

“PPA” means the Power Purchase Agreement, dated March 16, 2007, as amended by its first amendment, dated January 16, 2009 and each subsequent amendment, between the Project Company and SCPPA.

“Prepayment Amount” has the meaning given such term in the PPA.

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“Project Company” means Milford Wind Corridor Phase I, LLC, a Delaware limited liability company.

“Project” means, collectively, (i) the approximately 203.5 MW wind power generation plant located in Beaver County, Utah expected to be comprised of thirty-nine (39) 1.5 MW and fifty-eight (58) 2.5 MW wind turbine generators, foundations and towers, together with associated collection lines, an operations and maintenance building and ancillary facilities; (ii) the related interest in a substation; and (iii) and the related interest in an approximately 88-mile long 345kV generator lead line located in Beaver and Millard Counties, Utah.

“Projections” is defined in Section 3.2(i) of the Contribution Agreement.

“PUHCA” means the Public Utility Holding Company Act of 2005.

“Purchase” is defined in Section 2.1(a) of the Contribution Agreement.

“Purchase Price” is defined in Section 2.2(a) of the Contribution Agreement.

“Qualified Insurance Consultant” means Moore-McNeil, LLC.

“Remaining Turbines” means the Turbines that are expected to comprise the Project and which have not yet been Placed in Service as of the Second Equity Capital Contribution Date.

“Representatives” means, with respect to any Person, the managing member(s), the officers, directors, employees, representatives or agents (including investment bankers, financial advisors, attorneys, accountants, brokers and other advisors) of such Person, to the extent that such officer, director, employee, representative or agent of such Person is acting in his or her capacity as an officer, director, employee, representative or agent of such Person.

“Required Reserves” means the amounts contemplated in Schedule 8.2(b) of the Company LLC Agreement, including the Clipper Reserve and O&M Reserve.

“Required Ratings” means a long-term senior unsecured credit rating of at least A- by Standard & Poor’s Corporation or A3 by Moody’s Investor Service, Inc. or, if either agency is not then in the business of providing ratings, equivalent ratings from any other entity that is then a nationally recognized statistical rating organization.

“Schedules” means, in the case of the Contribution Agreement, the schedules attached to the Contribution Agreement and in the case of the Company LLC Agreement, the schedules attached to the Company LLC Agreement.

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“SCPPA” means the Southern California Public Power Authority.

“SCPPA Pre-COD Notice” means the notice from Project Company to SCPPA contemplated by Section 3.1(c) of the PPA, together with the certification accompanying such notice pursuant to the provisions of Section 3.1(c) of the PPA.

“Second Equity Capital Contribution” is defined in Section 2.6 of the Contribution Agreement.

“Second Equity Capital Contribution Amount” means an amount determined by taking the sum of (a) the Estimated Cash Grant Amount, plus (b) $102,100,000, minus (c) the sum of the Purchase Price and the Initial Equity Capital Contribution. In the event that fewer than 97 Turbines are Placed in Service as of the Second Equity Capital Contribution Date, the number in clause (b) of this definition shall be substituted with the product of (x) $102,100,000, multiplied by a fraction where the numerator is the total megawatts of installed capacity of the Turbines that have been) Placed In Service as of the date 5 Business Days prior to the Second Equity Capital Contribution Date and the denominator is 203.5.

“Second Equity Capital Contribution Date” is defined in Section 2.6 of the Contribution Agreement.

“Securities Act” is defined in Section 3.2(f) of the Contribution Agreement.

“Specified Energy Property” means all equipment comprising the Project that is eligible for the Cash Grant, as defined by Section 1603 of the American Recovery and Reinvestment Act of 2009 and the Guidance.

“Sponsor” means First Wind Holdings, LLC.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other entity of which such Person (either alone or through or together with any other Person pursuant to any agreement, arrangement, contract or other commitment) owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means:

(a)   any taxes, customs, duties, charges, fees, levies, penalties or other assessments, fees and other governmental charges imposed by any Governmental Authority, including, but not limited to, income, profits, gross receipts, net proceeds, windfall profit, severance, property, personal property (tangible and intangible)

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production, sales, use, leasing or lease, license, excise, duty, franchise, capital stock, net worth, employment, occupation, payroll, withholding, social security (or similar), unemployment, disability, payroll, fuel, excess profits, occupational, premium, severance, estimated, alternative or add-on minimum, ad valorem, value added, turnover, transfer, stamp, or environmental tax, or any other tax, custom, duty, fee, levy or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax, or additional amount attributable thereto; and

(b)   any liability for the payment of amounts with respect to payment of a type described in clause (a), including as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement.

“Tax-Exempt Person” means a Person described in Section 1603(g) of the American Recovery and Reinvestment Act of 2009.

“Tax Law Change” means (i) a bill passed by either house of Congress, (ii) a bill reported by the House Ways and Means Committee or Senate Finance Committee, (iii) the issuance of proposed, temporary or final Treasury Regulations, (iv) any change in the interpretation of the Code or Treasury Regulations by a controlling decision of the United States Tax Court, United States District Court, United States Court of Appeals or United States Supreme Court or (v) any guidance, notice, announcement or regulation issued by the Treasury, IRS or any other Governmental Authority in connection with the Cash Grant program, Section 45 of the Code or Section 48 of the Code, in the case of each clause (i) through (v) after August 17, 2009.

“Tax Information” is defined in Section 6.7(b) of the Contribution Agreement.

“Tax Matters Partner” is defined in Section 7.7(a) of the Company LLC Agreement.

“Tax Representation” means, collectively, the representations in Sections 3.1(g), 3.1(h), 3.1(y) and 3.1(z) of the Contribution Agreement.

“Tax Returns” means any return, report, statement, information return or other document (including any amendments thereto and any related or supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of any Taxes or the administration of any laws, regulations or administrative requirements relating to any Taxes, including after the Closing any IRS Form K-1 issued to Members by the

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Company, information return, claim for refund, amended return or declaration of estimated Tax.

“Termination Date” means September 29, 2009 or such later date as Investor and NHC may agree in their sole discretion.

“Third Equity Capital Contribution” is defined in Section 2.9 of the Contribution Agreement

“Third Equity Capital Contribution Amount” means an amount determined by taking the sum of (a) the Estimated Cash Grant Amount, plus (b) $102,100,000, minus (c) the sum of the Purchase Price, the Initial Equity Capital Contribution, and the Second Equity Capital Contribution. In the event that fewer than 97 Turbines are Placed in Service on the Third Equity Capital Contribution Date (taking into account all Turbines previously Placed In Service as of or prior to such date), the number in clause (b) of this definition shall be substituted with the product of (x) $102,100,000, multiplied by a fraction where the numerator is the total megawatts of installed capacity of the Turbines that have been (or will be) Placed In Service as of the date 5 Business Days prior to the Third Equity Capital Contribution Date and the denominator is 203.5.

“Third Equity Capital Contribution Date” is defined in Section 2.9 of the Contribution Agreement.

“Third Party Claim” is defined in Section 5.3 of the Contribution Agreement.

“Third Party Penalty Claim” is defined in Section 5.3 of the Contribution Agreement.

“Transaction Documents” means the Company LLC Agreement, the Contribution Agreement, the Management Services Agreement, the Class B Guaranty, and each of the other documents required to be executed and delivered on the Effective Date or on the Initial Closing Date, individually and collectively.

“Transaction Expenses” means (i) the cost of the title insurance policies, any filing and recording fees, escrow or closing fees and transfer and mortgage taxes; (ii) the reasonable legal fees, expenses and disbursements of counsel to NHC and the Project Company incurred in connection with the transaction; (iii) other reasonable, documented out of pocket expenses of NHC and the Project Company incurred in connection with the Contribution Agreement and the transactions contemplated hereby; (iv) the fees and reasonable out of pocket expenses of the Appraiser, Environmental Consultant, the Independent Engineer and the Qualified Insurance Consultant incurred in connection with

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the preparation of their respective reports and (vi) such other amounts and expenses as are mutually agreed by the parties.

“Transfer” is defined in Section 9.1 of the Company LLC Agreement.

“Transmission Line Assets” means that portion of the 1,000 megawatts of an undivided interest of transmission rights in the transmission line owned by the Project Company which may be sold or transferred by the Project Company pursuant to the PPA.

“Treasury” means the United States Department of the Treasury.

“Treasury Regulations” means the regulations promulgated under the Code, by the Treasury, as such regulations may be amended from time to time. All references herein to specific sections of the regulations shall be deemed also to refer to any corresponding provisions of succeeding regulations, and any reference to temporary regulations shall be deemed also to refer to any corresponding provisions of final regulations.

“Turbines” means the fifty-eight (58) Clipper 2.5 Megawatt C99 Liberty wind turbines and thirty-nine (39) GE 1.5 Megawatt XLE wind turbines included in the Project, together with the blades, towers, and pads associated therewith; and any one such turbine, together with its blades, towers, and pads, is a “Turbine”.

“Working Capital Loan” is defined in Section 4.3(a) of the Company LLC Agreement.

OTHER DEFINITIONAL PROVISIONS

All terms in the Contribution Agreement and the Company LLC Agreement, as applicable, shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

As used in the Contribution Agreement and the Company LLC Agreement and in any certificate or other documents made or delivered pursuant thereto, accounting terms not defined in the Contribution Agreement or the Company LLC Agreement or in any such certificate or other document, and accounting terms partly defined in the Contribution Agreement or the Company LLC Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in the Contribution Agreement or the Company LLC Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the

18

definitions contained in the Contribution Agreement or the Company LLC Agreement or in any such certificate or other document shall control.

The words “hereof”, “herein”, “hereunder”, and words of similar import when used in the Contribution Agreement and the Company LLC Agreement shall refer to the Contribution Agreement or the Company LLC Agreement, as the case may be, as a whole and not to any particular provision of the Contribution Agreement or the Company LLC Agreement. Section references contained in the Contribution Agreement and the Company LLC Agreement are references to Sections in the Contribution Agreement or the Company LLC Agreement, as applicable, unless otherwise specified. The term “including” shall mean “including without limitation”.

The definitions contained in the Contribution Agreement and the Company LLC Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

Any agreement, instrument, statute or regulation or defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument, statute or regulation or as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

Any references to a Person are also to its permitted successors and assigns.

All Article and Section titles or captions contained in the Contribution Agreement or the Company LLC Agreement, as applicable, or in any Exhibit or Schedule referred to therein and the table of contents of the Contribution Agreement and the Company LLC Agreement are for convenience only and shall not be deemed a part of the Contribution Agreement or the Company LLC Agreement, as the case may be, or affect the meaning or interpretation of the Contribution Agreement or the Company LLC Agreement, as applicable. Unless otherwise specified, all references in the Contribution Agreement or the Company LLC Agreement to numbered Articles and Sections are to Articles and Sections of the Contribution Agreement or the Company LLC Agreement, as applicable, and all references herein to Schedules or Exhibits are to Schedules and Exhibits to the Contribution Agreement or the Company LLC Agreement, as applicable.

Unless otherwise specified, all references contained in the Contribution Agreement or the Company LLC Agreement, in any Exhibit or Schedule referred to therein or in any instrument or document delivered pursuant thereto to dollars or “$” shall mean United States dollars.

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The Parties to the Contribution Agreement have participated jointly in the negotiation and drafting of the Contribution Agreement. The Parties to the Company LLC Agreement have participated jointly in the negotiation and drafting of the Company LLC Agreement. In the event an ambiguity or question of intent or interpretation arises, the Contribution Agreement and the Company LLC Agreement shall be construed as if drafted jointly by the respective Parties thereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of the Contribution Agreement or the Company LLC Agreement, as the case may be.

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ANNEX II

INVESTOR PERCENTAGE

Investor	Investor Percentage
Stanton Equity Trading Delaware LLC	100% Class B Membership Interests

II - 1

Exhibit A

Form of CompanyLLCAgreement

Filed Separately

Exhibit B

Form of Investor Guaranty

See attached.

B-1

Exhibit B to Equity Contribution and Purchase Agreement

*****	*****
	New York, NY 10010

September 28, 2009

Milford NHC, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

Ladies and Gentlemen:

In consideration of that certain Equity Contribution and Purchase Agreement (the “Agreement”) dated as of September 28, 2009 by and among Stanton Equity Trading Delaware LLC, a Delaware limited liability company (“Obligee”), Milford NHC, LLC, a Delaware limited liability company (together with its assigns under the Agreement and its successors, “NHC”), Milford Wind Holdings LLC, a Delaware limited liability company, and Milford Wind Partners, LLC, Delaware limited liability company, *****, a Delaware corporation (“Guarantor”), hereby absolutely, irrevocably and unconditionally guarantees to NHC, with effect from the date of the Agreement, the due and punctual payment by Obligee under the Agreement of each of the Purchase Price, the Initial Equity Capital Contribution, the Second Equity Capital Contribution, and the Third Equity Capital Contribution at such time, if any, when the same become due and payable by Obligee in accordance with the terms of the Agreement. Upon failure of Obligee punctually to pay in full any such amounts that become so due and payable, upon written demand by NHC to Guarantor at its address set forth in the signature block of this Guarantee (or to such other address as Guarantor may specify in writing to NHC with at least 3 Business Days’ advance notice), Guarantor agrees to pay or cause to be paid such due and payable amounts, together, if not paid in full within 3 Business Days from the date of such demand, with reasonable attorneys’ fees and expenses of enforcing or obtaining or endeavouring to enforce or obtain payment thereof (“Expenses”); provided that delay by NHC in giving such demand shall in no event affect Guarantor’s obligations under this Guarantee.

It is understood that Guarantor’s total liability in respect of this Guarantee shall not exceed US$***** (including any Expenses due and payable hereunder, which shall not exceed US$*****). It is also understood that this is a Guarantee of certain monetary obligations only, and in no event will Guarantor be obligated to perform or cause to be performed any services or performance obligations, other than the payment of the monetary obligations guaranteed hereby.

Guarantor hereby agrees that this Guarantee is a guarantee of payment, not of collection, and its obligations hereunder are enforceable irrespective of any claim as to the Agreement’s validity, regularity or enforceability or the lack of authority of Obligee to execute or deliver the Agreement; or any waiver or consent by NHC with respect to any provisions thereof; or the absence of any action to enforce the Agreement, or the recovery of any judgment against Obligee or of any action to enforce a judgment against Obligee under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a

1

guarantor generally.

Guarantor hereby waives diligence, presentment, demand on Obligee for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against Obligee and protest or notice, except for the notice required under this Guarantee, with respect to amounts payable by Obligee. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by NHC upon the insolvency, bankruptcy, or reorganization of Obligee or Guarantor or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by NHC.

Guarantor represents to NHC as of the date hereof that:

(1)it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed;

(2)its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets;

(3)all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and

(4)this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights or by general equity principles.

Provided that all Expenses have been paid in full, notwithstanding any other provision of this Guarantee, this Guarantee shall terminate on the earlier to occur of:

(i)   termination of the Agreement pursuant to the terms thereof; including, without limitation, if the Initial Closing has not been consummated by the Termination Date (other than due to failure by Obligee to pay the Initial Equity Capital Contribution when all conditions precedent to such obligation have been satisfied (or waived in writing by Obligee));

(ii)  at 11:59 p.m. Eastern Time on December 31, 2009 if the condition set forth under Section 2.7(b) of the Agreement has not been satisfied (and has not been waived in writing by Obligee);

(iii)    at 11:59 p.m. Eastern Time on January 31, 2010 if all of the conditions precedent to Obligee’s obligation to make the Second Equity Capital Contribution have not been satisfied (and have not been waived in writing by Obligee);

(iv)    if all the Turbines were Placed in Service on or before the Second Equity Capital Contribution Date, upon payment by Obligee of the Second Equity Capital Contribution;

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or

(v) if the Second Equity Capital Contribution Closing occurred but fewer than all the Turbines were Placed in Service on or before such date then, upon the earlier of (a) payment by Obligee of the Third Equity Capital Contribution, (b) no additional Turbines have reached Commercial Operation within 90 days after the Commercial Operation Date or such later date, if any, as SCPPA permits; or (c) at 11:59 p.m. Eastern Time on the date 150 days after the date on which Commercial Operation is achieved if all of the conditions precedent to Obligee’s obligation to make the Third Equity Capital Contribution have not been satisfied by such time (and have not been waived in writing by Obligee).

The Guarantor shall not be entitled and shall not seek, by reason of having made any payment hereunder, to be subrogated to the rights of NHC against Obligee with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by Obligee in respect thereof until all payment obligations hereunder have been paid in full.

The Guarantor may not assign any rights, interests, or obligations hereunder to any other person without the prior written consent of NHC, such consent not being unreasonably withheld if the proposed assignee has a long-term debt rating at the date of such assignment of at least ***** by Standard & Poor’s Corporation or ***** by Moody’s Investor Service, Inc.; provided, however, that the Guarantor may, without the consent of NHC, upon three (3) days’ prior written notice to NHC, transfer all of its obligations hereunder to any Affiliate of the Guarantor having a long-term debt rating at the date of such transfer of at least ***** by Standard & Poor’s Corporation or ***** by Moody’s Investor Service, Inc. so long as (i) such affiliate transferee agrees in writing to be bound by the terms of this Guarantee and (ii) such affiliate transferee represents and warrants as to the matters set forth in this Guarantee as of the date of such transfer.

NHC may not assign any rights, interests, or obligations hereunder to any other person without the prior written consent of the Guarantor, such consent not being unreasonably withheld; provided that no such consent will be required if NHC simultaneously assigns its rights, interests and obligations under the Agreement and the Company LLC Agreement (including its membership interest in the Company) to such assignee in accordance with the terms of such Agreement and the Company LLC Agreement.

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law (other than Section 5 1401 of the New York General Obligations Law, which shall apply to this Guarantee).

Both the Guarantor and NHC hereby waive, to the fullest extent permitted under applicable law, any right either the Guarantor or NHC may have to a trial by jury in respect of any suit, action or proceeding relating to this Guarantee.

With respect to any suit, action or proceeding relating to this Guarantee, both the Guarantor and NHC (1) hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States District Court in each case located in the Borough of Manhattan in New York City and (2) in connection therewith, hereby waive any objection which it may have at any time to the laying of venue for any such suit, action or proceeding relating to this Guarantee, waive any claim that such suit, action or proceeding relating to this Guarantee has been brought in an inconvenient forum, and further waive the right to object, with respect to such suit, action or proceeding relating to this Guarantee, that such court does not have jurisdiction over it.

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All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

*****
By:	*****
Name:	*****
Title:	Managing Director and Treasurer
Address:		*****
		New York, NY 10010
Attention:		*****
Fax No.:		*****
Ph. No.:		*****

4

Exhibit C

Form of Management Services Agreement

See attached

C-1

Exhibit C to Equity Contribution and Purchase Agreement

MANAGEMENT SERVICES AGREEMENT

among

MILFORD WIND PARTNERS, LLC,

MWCI HOLDINGS, LLC,

and

FIRST WIND ENERGY, LLC

dated as of September 28, 2009

MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of September 28, 2009 (the “Effective Date”), among Milford Wind Partners, LLC, a Delaware limited liability company (“Milford Wind”), MWCI Holdings, LLC, a Delaware limited liability company (“MWCI”) (each of Milford Wind and MWCI, a “Holding Company”, and together, the “Holding Companies”), and First Wind Energy, LLC, a Delaware limited liability company (the “Manager”). Each Holding Company and Manager are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties.”

Preliminary Statements

1.              WHEREAS, Milford Wind owns 100% of the membership interests in MWCI; and

2.              WHEREAS, MWCI owns 100% of the membership interests in Milford Wind Corridor Phase I, LLC, a Utah limited liability company (the “Project Company”) and the Project Company owns and is developing an approximately 203.5 megawatt wind energy project and related transmission line near Milford, Utah; and

3.              WHEREAS, Each Holding Company has agreed to enter into this Agreement to contract with the Manager for day-to-day management of such Holding Companies; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS AND USAGE

Section 1.1             Definitions. Unless the context requires otherwise or this Agreement expressly provides otherwise, capitalized terms used in this Agreement have the following meanings and capitalized terms not defined in this Agreement have the meanings given to such terms in the Milford Wind LLC Agreement:

“Agreement” is defined in the preamble.

“Approved Budget” means, a budget relating to Milford Wind, which has been approved in accordance with Section 7.1 of the Milford Wind LLC Agreement.

“Cash Grant” means a grant from the US Treasury under Section 1603 of the American Recovery and Reinvestment Act of 2009.

“Consumer Price Index” means the most recent revision of the Consumer Price Index as computed and published by the United States Department of Labor, Bureau of Labor Statistics.

“Documentation” means all written invoices, receipts, billing statements, payment notices, wire receipt and payment notifications, bank statements and other similar written evidence of (i) amounts paid or payable by any Holding Company to any Person and (ii) received or receivable by any Holding Company from any Person, in each case in connection with such Holding Company.

“Effective Date” is defined in the preamble.

“Emergency Expenditure” means an expense with respect to a Holding Company that is not included in the Approved Budget for such Holding Company and which is incurred, in the reasonable judgment of the Manager, to avoid or to mitigate a risk of physical injury to any Person, or a financial loss or damage to such Holding Company, or a violation of law and with respect to which there is not a reasonable opportunity to convene a meeting of the members of the Holding Company in order to obtain prior approval of the expense.

“Events of Default” is defined in Section 8.1.

“Fiscal Year” means the 12 month period ending on August 31st.

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court or other instrumentality of any country, state, province, county, parish or municipality, jurisdiction, or other political subdivision thereof.

“Holding Company” or “Holding Companies” is defined in the preamble.

“Indemnified Party” is defined in Section 9.1(a).

“Initial Term” means 20 years from the Effective Date.

“LLC Agreement” means each of the Milford Wind LLC Agreement and the MWCI LLC Agreement.

“Losses” is defined in Section 9.1(a).

“Management Fee” is defined in Section 4.1(a).

“Manager” is defined in the preamble.

“Manager Cause” means the commission by the Manager, acting in its capacity as such, of fraud, willful misconduct or gross negligence or the occurrence of an Event of Default of the Manager pursuant to Section 8.1(a)or (c).

“Milford Wind LLC Agreement” means that certain First Amended Limited Liability

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Company Agreement, dated as of September 28, 2009, between Milford NHC, LLC, a Delaware limited liability company, Stanton Equity Trading Delaware LLC, a Delaware limited liability company.

“MWCI LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement, dated as of August 31, 2009, between Milford Wind and MWCI.

“Person” means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof.

“Protected Party” is defined in Section 9.1(b).

“Prudent Operator Standard” means that a Person will (i) perform its duties in material compliance with the requirements of the Material Contracts to which the relevant Holding Company is a party, (ii) perform the duties in accordance with applicable commercially-reasonable wind energy industry standards during the relevant time period and (iii) use sufficient and properly trained and skilled personnel.

“Reference Rate” means the rate published, from time to time, in The Wall Street Journal as the prime lending rate or “prime rate” plus 1%. If the Reference Rate is no longer published by The Wall Street Journal, then the Reference Rate shall mean the rate published by a national publication selected by the Parties plus 1%.

“Renewal Term” means a renewal permitted under Section 7.2.

“Service Providers” means each third party hired by a Holding Company or the Manager to perform services for a Holding Company, including, including certified public accountants, tax return preparers, law firms and other professional advisors and consultants.

“Services” means the responsibilities of the Manager under ARTICLE II.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other entity of which such Person (either alone or through or together with any other Person pursuant to any agreement, arrangement, contract or other commitment) owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Term” means the Initial Term and any Renewal Term.

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ARTICLE II
RESPONSIBILITIES

Section 2.1           Manager’s Responsibilities. During the Term, the Manager shall providethe following Services on behalf of each Holding Company, each in accordance with the Prudent Operator Standard:

(a)           Supervise and monitor the Service Providers with respect to their performance of services for each Holding Company and (i) where necessary or desirable at such Holding Company’s sole expense, taking of such actions as are necessary to enforce each Service Provider’s, compliance with its obligations to such Holding Company, and (ii) where necessary or desirable, at such Holding Company’s sole expense, hiring, firing and/or replacing any Service Provider;

(b)           (i) Collect on behalf of each Holding Company, or cause to be so collected, all payments due to such Holding Company, (ii) prepare and promptly pay, or cause to be paid, on behalf of each Holding Company, any amounts required to be paid by such Holding Company, including all expenses incurred by such Holding Company or that are due and payable under contracts to which such Holding Company is a party (iii) promptly (but in no event later than the date such payment is due and payable, unless there is a dispute as to payment) remit, or direct to be remitted, from funds of each Holding Company amounts in payment of the expenses of such Holding Company as contemplated by its respective Approved Budgets (including authorized variances thereto), or that are required by law, and (iv) maintain reserves for each Holding Company from time to time as directed by, and upon terms established by, each Holding Company pursuant to its respective LLC Agreement; provided that nothing herein shall imply any duty of the Manager under any circumstances to expend its own funds in payment of the expenses of any Holding Company; providedfurther that nothing herein shall imply any guarantee by the Manager with respect to the collection of amounts due to any Holding Company or the return on such investments;

(c)           Maintain complete and accurate financial books and records of the operations of each Holding Company in accordance with prudent business practices and GAAP and make such books and records available for inspection and copying during normal business hours on its premises, upon reasonable prior notice, by any member of any Holding Company, any designee of a lender to any member of any Holding Company, or any other Person authorized by any member of any Holding Company to inspect or copy such books and records, in accordance with the LLC Agreement for each Holding Company, subject to appropriate confidentiality safeguards;

(d)           Maintain at each Holding Company’s principal office (i) true and full information regarding the status of the financial condition of each such Holding Company, including any financial statements that are available for the three most recent years, or longer if required by such Company’s LLC Agreement; (ii) minutes of the proceedings of the members of each

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Holding Company (if any); (iii) copies of the federal, state, and local income tax returns of each Holding Company for each year; (iv) a current list of the name and last known business, residence or mailing address of each of the members of each Holding Company and the Manager; (v) a copy of each Holding Company’s LLC Agreement and such Holding Company’s certificate of formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which each such Holding Company’s LLC Agreement and such certificate of formation and all amendments thereto were executed; (vi) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by the members of each Holding Company, and the date upon which each became a member; (vii) copies of records that would enable each member of each such Holding Company to determine such member’s relative share of the applicable distributions and relative voting rights, and (viii) all records related to the Cash Grant and the production and sale of electricity by the Companies or the Project Company and the qualification of such sale for any tax credit;

(e)           Perform on behalf of each Holding Company all reporting and other routine management responsibilities reasonably believed by the Manager to be required under contracts to which such Holding Company is a party, including representing such HoldingCompany in ordinary course business matters with third parties arising thereunder and as directed by the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of such Holding Company;

(f)            Perform on behalf of each Holding Company all routine administrative services reasonably required in connection with maintaining such Holding Company’s existence and operations, such as the filing of limited liability company reports;

(g)           Notify the members of each Holding Company of any material variance from the applicable Approved Budget promptly after learning of such variance;

(h)           Provide such readily available information to the members of each Holding Company as they may reasonably request from time to time;

(i)            Advise each Holding Company to engage additional Service Providers as reasonably believed by the Manager to be necessary or desirable, or as instructed by the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of each such Holding Company to represent or perform services for such Holding Company; provided that the Manager shall be entitled to request and rely upon instructions from the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) with respect to the engagement of any Service Provider.

(j)            (i) Procure and maintain, or cause to be procured and maintained, any required governmental approvals and permits for each Holding Company; (ii) prepare and submit or cause

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to be prepared and submitted all filings of any nature that are required to be made thereunder and represent each Holding Company in matters with Governmental Authorities relating thereto; and (iii) prepare and submit, or cause to be prepared and submitted, all filings of any nature that are required to be made by such Holding Company under the terms of any permits held by any such Holding Company or any laws, regulations or ordinances applicable to such Holding Company;

(k)          Not take any affirmative action as would cause any Holding Company in any material respect to violate any federal, state or local laws and regulations, including environmental laws, and to the extent that the Manager has knowledge of any such existing or prospective violation take, or direct Service Providers to take, commercially reasonable actions in accordance with the standards of performance in ARTICLE III, at the sole expense of any such Holding Company (unless such existing or prospective violation arises from breach of the Manager’s duties hereunder), to redress or mitigate any such violation;

(1)          (i) Give prompt written notice to the members of each Holding Company of any litigation, material disputes with Governmental Authorities, material defaults or material force majeure events under the contracts relating to each such Holding Company and material losses suffered by any such Holding Company promptly after learning of the same, (ii) furnish to the members of each Holding Company, or direct a Service Provider to furnish, copies of all material documents furnished to such Holding Company or the Manager by any Governmental Authority or furnished to any Governmental Authority by each Holding Company and (iii) provide documents relating to contracts relating to any Holding Company or the Manager’s responsibilities hereunder reasonably requested by any third party providing financing to each Holding Company or the members of each such Holding Company, subject to compliance with any applicable confidentiality restrictions;

(m)          Perform and discharge all responsibilities and functions assigned to the Manager under or pursuant to each Holding Company’s LLC Agreement as in effect as of the date hereof in accordance with the terms in such Holding Company’s LLC Agreement;

(n)           If directed by the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed), Establish and maintain, in the name and for the exclusive benefit of each Holding Company, accounts at one or more banks or other financial institutions into and through which the Manager shall promptly deposit all funds received by it on behalf of each Holding Company during the term of this Agreement, and invest such funds in accordance with the investment provisions of each Holding Company’s LLC Agreement; provided that nothing herein shall imply any guarantee by the Manager with respect to the collection of amounts due to any Holding Company or the return on such investments;

(o)           (i) Prepare and file or cause to be prepared and filed by an accounting firm on behalf of each Holding Company, on a timely basis, all federal, state and local tax returns and related information and filings required to be filed by each such Holding Company or delivered

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to its the members, including each member’s IRS Form K-1, in accordance with the Milford Wind LLC Agreement, if any; and (ii) pay out of each Holding Company’s funds all respective taxes and other governmental charges shown to be due thereon before they become delinquent and make federal, state and local income tax elections in accordance with the provisions of each Holding Company’s LLC Agreement;

(p)           Promptly inform each Holding Company and its members of any proposed decision that arises which would, if taken, constitute a “Major Decision” under any of the Holding Company’s LLC Agreements and the Manager shall not make any such decision (or take any such action) without the required consent of the members of Milford Wind Partners in accordance with the Milford Wind LLC Agreement;

(q)           Subject to and to the extent in accordance with the provisions of the Milford Wind LLC Agreement, (i) at the direction of the managing member of each Holding Company (if such Holding Company is managed by a managing member) or the members of any Holding Company (if such Holding Company is member managed), direct the defense of any claims made by the IRS to the extent that such claims relate to the adjustment of Holding Company items at each Holding Company level, (ii) promptly deliver to each member a copy of all notices, communications, reports and writings received from the IRS relating to or potentially resulting in an adjustment of Holding Company items, (iii) promptly advise the managing member of each Holding Company (if such Holding Company is managed by a managing member) or the members of each Holding Company (if such Holding Company is member managed) of the substance of any conversations with the IRS in connection therewith and keep the members advised of all developments with respect to any proposed adjustments that come to its attention; (iv) provide each member with a draft copy of any correspondence or filing to be submitted by each Holding Company in connection with any administrative or judicial proceedings relating to the determination of Holding Company items at each Holding Company level reasonably in advance of such submission; (v) incorporate all reasonable changes or comments to such correspondence or filing requested by any member to the extent required by the LLC Agreements; (vi) provide each member with a final copy of correspondence or filing; and (vii) provide each member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Holding Company items at each Holding Company level (including any meetings or conferences with counsel or advisors to each Holding Company with respect to such proceedings);

(r)            On or prior to October 10 of each Fiscal Year (commencing with 2009), prepare, or cause to be prepared, and submit to the members of Milford Wind a proposed Approved Budget for the immediately following calendar year as provided in the Milford Wind LLC Agreement;

(s)           Within 120 days after the end of each Fiscal Year, cause Milford Wind’s accounting firm to prepare, review and submit to the members of Milford Wind, annual audited consolidated and consolidating financial statements for Milford Wind and its Subsidiaries, in

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accordance with the requirements of the Milford Wind LLC Agreement;

(t)            Within 60 days after the end of each of the first three quarters of each Fiscal Year, prepare, or cause to be prepared, and submit or cause to be submitted, to the members of each Holding Company, the consolidated and consolidating unaudited financial statements of the Milford Wind and its subsidiaries for such fiscal quarter, including balance sheet as of the last day of such fiscal quarter, in a format agreed to by the members thereof, that include project GAAP income allocations;

(u)           On a monthly basis, and no later than 30 days after the end of each month, prepare, or cause to be prepared, and submit and cause to be submitted to the members of Milford Wind, the monthly operating report required under the Milford Wind LLC Agreement;

(v)           Assist the Managing Member of Milford Wind in establishing an escrow account in accordance with Section 3.14 of the Milford Wind LLC Agreement and cooperate fully and promptly with the escrow agent therefor in connection with any instructions from the escrow agent, if any, to assist the same in fulfilling its duties under such agreement;

(w)          Make distributions as provided under the relevant provisions of each Holding Company’s LLC Agreement;

(x)            Cause each Holding Company to obtain (to the extent not already purchased) and maintain all commercially available insurance required by such Holding Company to be maintained on behalf of such Holding Company in accordance with such Holding Company’s LLC Agreement and, on an annual basis, provide its members with certificates from the insurance broker verifying the insurance maintained with respect to such Holding Company and setting forth the principal terms of all active insurance policies in connection therewith;

(y)           Except for the escrow account to be established in accordance with Section 3.14 of the Milford Wind LLC Agreement, which shall be established thereby and administered solely by the escrow agent thereof, administer any escrow arrangements to which any Holding Company is a party, as well as any letters of credit, bonds or other similar support instruments posted by any Holding Company;

(z)          Notify the members of each Holding Company promptly of the receipt of any communication as to any deficiencies in such Holding Company’s accounting practices from its accounting firm, or of the resignation of its accounting firm;

(aa)Maintain a register of membership interests of each Holding Company and record therein any (i) transfers of membership interest made in accordance with the terms of each Holding Company’s LLC Agreement and (ii) security interests of a secured party pursuant to any security interest permitted under each Holding Company’s LLC Agreement; and

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(bb)         Perform such other administrative tasks as the managing member, or the members of any Holding Company having the right to direct such action under the LLC Agreements may reasonably request from time to time that are typically within the purview of a manager unless not otherwise permitted.

Section 2.2             Separateness. The Manager shall maintain its existence separate and distinct from any other Person, including maintaining in full effect its existence, rights and franchises as a limited liability company under the laws of Delaware and obtaining and preserving its qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of this Agreement.

ARTICLE III
STANDARD OF PERFORMANCE

Section 3.1             Standard of Performance. The Manager shall perform the Services, or shall cause the Services to be performed, in accordance with the Prudent Operator Standard and applicable law; provided that the Manager shall be deemed to have satisfied its duties (i) in respect of supervision of Service Providers providing legal, accounting, tax preparation, engineering, marketing, and advisory services, by diligent review of the work product of such Service Providers, and without any duty to conduct further investigation, verification or consultation, in the absence of actual knowledge that such work product is incorrect or incomplete; and (ii) in respect of any specific matter or circumstance requiring interpretation, application, or enforcement of the contracts relating to each Holding Company, by relying conclusively on the advice of qualified legal counsel and qualified industry consultants engaged to advise such Holding Company with respect to such matter or circumstance. It is understood and agreed by each Holding Company and the Manager that the Manager is not guaranteeing or undertaking to procure any financial or other outcome with respect to any Holding Company.

Section 3.2             No Liability.

(a)             The Manager shall have no liability under this Agreement for (i) failure to take actions that it is not obligated to take pursuant to this Agreement and as to which it has requested the consent of the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of the applicable Holding Company for the Manager to perform such actions if such consent is not timely given (including actions requiring a variance from an Approved Budget for which a request for variance by the Manager has been made and not timely approved), or (ii) actions taken at the direction of the members or the managing member, if applicable, of any Holding Company, or (iii) failure to take actions requiring the expenditure of any Holding Company funds in accordance with an Approved Budget if such funds are not available (for reasons other than a failure of the Manager to provide the Services in accordance with this Agreement).

(b)             The Manager shall have no liability under this Agreement to the members or the

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managing member, if applicable, of any Holding Company for actions, or decisions not to act, taken with the approval of the members or managing member, if applicable of such Holding Company for such action; provided that the Manager shall not be excused from liability hereunder for such actions, or decisions not to act, that are performed in a negligent manner

(c)           The Manager may make expenditures for administrative services contemplated by the contracts relating to the Holdings Companies and the relevant Approved Budget (including immaterial and approved variances) and required by law or Emergency Expenditures and make payments to the Service Providers without seeking further approval of the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of such Holding Company. The Manager will give prompt written notice to the managing member (if such Holding Company is managed by a managing member) and the members of any Holding Company of any Emergency Expenditure with respect to such Holding Company.

ARTICLE IV
COMPENSATION AND PAYMENT

Section 4.1             Management Fee; Expenses. (a) Milford Wind will pay the Manager an annual management fee (the “Management Fee”) initially equal to $150,000 per calendar year, payable in equal monthly installments on the 1st day of each month and prorated for the number of months remaining in 2009. Commencing with 2010, the Management Fee shall be adjusted annually on January 1 of each year of the Term to reflect changes in the Consumer Price Index.

(b)           No additional fees for the performance of the Services will be charged to any Holding Company in addition to the Management Fee. If the Manager, at the request of the managing member of Milford Wind, performs services not contemplated by this Agreement, the fee for such additional services shall be such amounts payable at such times as the Manager and the managing member of Milford Wind shall agree. It is understood that all out-of-pocket expenses incurred in the administration and operation of any Holding Company are solely for the account of such Holding Company, and may be disbursed by the Manager from such Holding Company’s funds. The Manager shall be reimbursed for all reasonable other expenses that the Manager incurs in connection with performance of its obligations under this Agreement (not including any cost of retaining Service Providers to perform Services).

Section 4.2             Billing and Payment. Within 15 days following the Manager’s submission of an invoice to the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of any Holding Company reflecting (i) with respect to any Holding Company, any expenses due and payable by such Holding Company (and including invoices and other material identifying and substantiating, in reasonable detail, the nature of such expenses and the basis for reimbursement thereof), and (ii) with respect to Milford Wind, the monthly portion of the Management Fee due and payable by Milford Wind (and including invoices and other material identifying and

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substantiating, in reasonable detail, the nature of such costs and the basis for reimbursement):

(a)             The managing member (if the Holding Company is managed by a managing member) or members (if the Holding Company is member managed) of each Holding Company shall approve such payment to the Manager of the (i) expenses and (ii) with respect to Milford Wind, the portion of the Management Fee specified in such invoice, less any portion of such expenses and with respect to Milford Wind, the Management Fee that is disputed in good faith by a member, provided that any invoiced amount incurred in accordance with an Approved Budget shall be deemed approved by the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of the applicable Holding Company and shall be paid by the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of such Holding Company unless the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of such Holding Company shall dispute in good faith such payment for reasons unrelated to the Approved Budget.

(b)             The Parties shall attempt to resolve any such disputed portion in accordance with ARTICLE VI and any amount owed that remains unpaid more than 10 days after the date such amount is due and payable under this Agreement shall accrue interest at the Reference Rate beginning on the 1st day after such amount became due and payable.

Section 4.3 Records. The Manager shall retain copies of invoices submitted by it under Section 4.2, and of any third party invoices or other Documentation contained or reflected therein, for a minimum period of 3 years or such longer period as required by applicable law. Records maintained by the Manager pursuant to this Section 4.3 shall be the property of the applicable Holding Company, as applicable, and shall not be destroyed unless such Holding Company shall have consented to such destruction in writing or declined in writing to accept possession of the records of such Holding Company after the Manager has advised such Holding Company that the records will be destroyed.

ARTICLE V
DELAYS

Section 5.1 Conditions. If the Manager becomes aware of any event or circumstance that could prevent its performance of any of its obligations hereunder, the Manager shall give prompt notice thereof to the managing member (if the Holding Company is managed by a managing member) or members (if the Holding Company is member managed) of the applicable Holding Company.

Section 5.2 Mitigation of Delay. The Manager shall attempt in good faith to minimize any delay in performing its obligations under this Agreement, provided, however, that the Manager shall not be obligated to undertake or perform any actions that are prohibited by

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contract or any applicable law or that would expose the Manager to any material risk of liability or to any material expense that is not reasonably expected to be promptly reimbursed or indemnified hereunder.

ARTICLE VI

DISPUTE RESOLUTION

Section 6.1Procedure.

(a)The Parties shall attempt, in good faith, to resolve or cure all disputes (including disputes with respect to claimed Events of Default), controversies or claims relating to this Agreement by mutual agreement in accordance with this ARTICLE VI before initiating any legal action or attempting to enforce any rights or remedies hereunder (including termination), at law or in equity (regardless of whether this ARTICLE VI is referenced in the provision of this Agreement which is the basis for any such dispute).

(b)If a Party believes that a dispute, controversy or claim under this Agreement has arisen, such Party shall within 10 days after such dispute, controversy or claim arises, give notice thereof to the other Party and the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of each Holding Company, which notice shall describe in reasonable detail the basis and specifics of the dispute, controversy or claim. A meeting or conference call shall be held promptly, and in no case later than 5 days following delivery of such notice, attended by representatives of the Parties with decision-making authority regarding the dispute, controversy or claim to attempt in good faith to negotiate a resolution. If the Parties are unable to resolve the dispute, either Party may pursue whatever rights it has available under this Agreement, at law or in equity.

Section 6.2Continuation of Work. Pending final resolution of any dispute, the Parties shall continue to fulfill their respective obligations under this Agreement; provided, however, that each Holding Company may withhold any amount that is the subject of dispute from any payment otherwise due hereunder during the pendency of any dispute resolution proceeding. If the Manager prevails in such dispute, each applicable Holding Company shall immediately pay to the Manager the unpaid amount in dispute with interest thereon, which interest shall accrue, at the Reference Rate, for each day from and including the date on which such amount was originally due to, but excluding, the date of actual payment thereof.

ARTICLE VII

COMMENCEMENT AND TERMINATION

Section 7.1Term. Except as otherwise provided in this Agreement, this Agreement shall commence on the Effective Date and remain in full force and effect until the 20th anniversary of the Effective Date, subject to renewal upon agreement of the Parties. Following any termination, the Manager shall be entitled to any accrued but unpaid Management Fee (as

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well as any other fees or reimbursement expenses that have been incurred in accordance with this Agreement but remain unpaid) but shall not be entitled to the Management Fee for the period after such termination.

Section 7.2Renewals. Each Holding Company and the Manager may mutually agree to renew this Agreement beyond the Term, for additional terms that are to be agreed upon in a written agreement, executed by all Parties and, once adopted, such agreement will become an integral part of this Agreement. In connection with the expiration of the Term, any Renewal Term, any termination pursuant to Section 7.3, 7.4, 8.3 or 8.4 or removal under Section 8.2, the Manager shall cooperate with all reasonable requests of the applicable Holding Company in connection with the transition of Services performed by Manager (including the transferring of the records in Manager’s possession) to the entity selected by such Holding Company to undertake the Services. The Manager shall be paid per hour at a rate to be agreed by the Manager and such Holding Company plus reimbursement for all costs incurred during such transition period for its Services.

Section 7.3Resignation of Manager. The Manager may resign by giving written notice of such resignation to each Holding Company, specifying a date (which date shall be not less than 30 days after the giving of such notice) upon which such resignation shall take effect with respect to such Services. Manager’s resignation shall become effective upon the appointment of a successor Manager pursuant to the terms of each Holding Company’s LLC Agreement.

Section 7.4Partial Termination. Any Holding Company and the Manager may at any time mutually agree to terminate this Agreement with respect to the Services for that Holding Company only.

Section 7.5Early Termination. Subject to Section 7.1, Section 7.2 and Section 7.3, this Agreement may not be terminated except:

(a)by mutual agreement of each of the Parties;

(b)upon the sale of both Holding Companies and the completion of all administrative duties necessary or desirable in connection with the winding up of both Holding Companies’ affairs;

(c)upon removal of the Manager for Manager Cause pursuant to Section 8.2 with respect to both Holding Companies; or

(d)pursuant to Section 8.2, Section 8.3 or Section 8.4 if all Services to each Holding Company are terminated.

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ARTICLE VIII

DEFAULT

Section 8.1Events of Default. Subject to the provisions of ARTICLE VI, (Dispute Resolution), the following events shall be events of default (“Events of Default”) under this Agreement regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceeding that has or might have the effect of preventing such Party from complying with the terms of this Agreement:

(a)Failure by the Manager to make any payment required to be made hereunder, if such failure shall continue for 20 days after written notice thereof has been given to the Manager;

(b)Failure by any Holding Company to make a payment to the Manager required to be made hereunder if such failure shall continue for 20 days after written notice thereof has been given to such Holding Company and its members; provided that, in the event such Holding Company fails to make any such payment to the Manager within such 20 day period, the Manager shall provide the members of such Holding Company with prompt notice thereof and may not terminate this Agreement unless its members shall fail to pay all such amounts within 10 days of such notice;

(c)(i) Any failure by the Manager to comply in any material respect with any term, provision or covenant of this Agreement (other than a failure addressed by another paragraph of this Section 8.1), or (ii) a gross dereliction by Manager of its duties under this Agreement, and such failure or act described in clause (i) or (ii) continues for 30 days after receipt by the Manager of written notice of such breach; or

(d)Failure by any Holding Company to comply in any material respect with any term, provision or covenant of this Agreement (other than a failure addressed by another paragraph of this Section 8.1), and such failure continues for 10 days after receipt by each Holding Company of written notice of such breach.

Section 8.2Removal for Manager Cause. The Manager may be removed as Manager of a Holding Company, and the contractual relationship hereunder between the Manager and such Holding Company will be terminated with respect to such Holding Company, if the members of such Holding Company request termination of the Manager’s services hereunder upon a determination that there is Manager Cause, or otherwise as provided for in such Holding Company’s LLC Agreement. If the Manager is so removed by both Holding Companies, this Agreement shall automatically terminate.

Section 8.3Bankruptcy.

(a)Subject to the rights or remedies it may have, any Holding Company shall havethe right to terminate this Agreement with respect to the Manager’s Services provided to such

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Holding Company under this Agreement, effective immediately, if, at any time, the Manager files a voluntary petition in bankruptcy, or is adjudicated bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency, or other relief for debtors, whether federal or state, or seeks, consents to, or acquiesces in the appointment of any trustee, receiver, conservator or liquidator of the Manager or of all or any substantial part of its properties, or a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against the Manager seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state, and the Manager consents to or acquiesces in the entry of such order, judgment or decree, or the same remains unvacated and unstayed for an aggregate of 60 days from the date or entry thereof, or any trustee, receiver, conservator or liquidator of the Manager or of all or any substantial part of its properties is appointed without the consent of or acquiescence of the Manager and such appointment remains unvacated and unstayed for an aggregate of 60 days.

(b)Subject to the rights or remedies it may have, the Manager shall have the right to terminate the Services provided by the Manager to either or both Holding Companies under this Agreement, effective immediately, if, at any time, any Holding Company files a voluntary petition in bankruptcy, or is adjudicated bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency, or other relief for debtors, whether federal or state, or seeks, consents to, or acquiesces in the appointment of any trustee, receiver, conservator or liquidator of such Holding Company or of all or any substantial part of its properties, or a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against such Holding Company seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state, and such Holding Company consents to or acquiesces in the entry of such order, judgment or decree, or the same remains unvacated and unstayed for an aggregate of 60 days from the date or entry thereof, or any trustee, receiver, conservator or liquidator of such Holding Company or of all or any substantial part of its properties is appointed without the consent of or acquiescence of such Holding Company and such appointment remains unvacated and unstayed for an aggregate of 60 days.

(c)The terms “acquiesce” and “acquiescence”, as used in this Section 8.3, include, but are not limited to, the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within the time specified by law.

Section 8.4Remedies. If an Event of Default occurs and is continuing hereunder, then the Services under this Agreement to any Holding Company may be terminated immediately by the non-defaulting Party without obligation to or recourse by the defaulting Party. In addition to

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the termination right provided in Section 7.4, the non-defaulting Party shall have all rights and remedies allowed at law or in equity, subject however, to the specific limitations of liability in ARTICLE IX.

ARTICLE IX

INDEMNIFICATION AND LIMITATION OF DAMAGES

Section 9.1Indemnification.

(a)To the extent not otherwise covered by insurance and to the extent not prohibited by applicable law, each Holding Company shall indemnify and hold harmless the Manager, its officers, directors, employees and affiliates (each, an “Indemnified Party”) from and against all losses, claims, demands, damages, costs, expenses of any nature (including reasonable attorneys’ fees and disbursements) or liabilities (or actions, suits or proceedings including any inquiry or investigation or claims in respect thereof), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative not actually paid or reimbursed to the Manager under applicable insurance policies (collectively, “Losses”) resulting from or arising out of the Manager’s performance of its obligations owed to such Holding Company hereunder; provided, however, that the Manager shall not have the right to be so indemnified for Losses arising out of or relating to the gross negligence or willful misconduct of the Manager or its subcontractors, or a breach of its obligations under this Agreement. Any indemnity payment shall be increased by the amount of any federal income tax required to be paid by the Indemnified Party on the receipt or accrual of the indemnification payment, including, for this purpose, the amount of any such tax required to be paid by the Indemnified Party on the receipt or accrual of the additional amount required to be added to such payment pursuant to this Section 9.1, assuming full taxability and using an assumed tax rate of 35%. Any payment made under this Section 9.1 shall be reduced by the present value of any federal income tax benefit to be realized by the Indemnified Party by reason of the facts and circumstances giving rise to such indemnification.

(b)To the extent not otherwise covered by insurance and to the extent not prohibited by law, subject to the specific limitations of liability set forth in this ARTICLE IX, the Manager shall indemnify and hold harmless the members of each Holding Company and each of its officers, directors, employees and affiliates (each a “Protected Party”) from and against all Losses resulting from or arising out of such Protected Party’s performance of its obligations hereunder; provided, however, that no Protected Party shall have the right to be so indemnified for Losses arising out of or relating to the gross negligence or willful misconduct of such Protected Party, or a breach of such Protected Party’s obligations under this Agreement (for purposes of clarity, the Manager shall not be deemed to be an affiliate of any Holding Company for the purposes of this Section 9.1(b)).

Section 9.2Exclusion of Consequential Damages. Neither the Manager nor any Holding Company nor any of their officers, members, employees or affiliates shall be liable for

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punitive, consequential, special, indirect or exemplary damages of any nature, including increased costs of purchasing or providing equipment, materials, labor, services, costs of capital, debt service fees or penalties, inventory or use charges, damages to reputation, damages for lost opportunities, or claims of any of the customers, members or affiliates of any Holding Company, regardless of whether said claim is based upon contract, warranty, tort (including negligence and strict liability) or other theory of law.

Section 9.3Aggregate Liability. Except in the case of gross negligence, willful misconduct or fraud of the Manager, the aggregate liability of the Manager under this Agreement to any Holding Company shall be limited to the amount of Management Fees actually paid to the Manager by such Holding Company. The Parties further agree that the sole remedy for Manager’s failure to comply with the separateness covenants in Section 2.2 shall be the termination of this Agreement.

Section 9.4Supremacy. The provisions expressed in this ARTICLE IX shall prevail over any conflicting or inconsistent provisions contained elsewhere in this Agreement and shall survive termination of this Agreement.

ARTICLE X

REPRESENTATIONS AND WARRANTIES

Section 10.1Representations and Warranties. Each Party represents and warrants, as of the date hereof, as follows:

(a)it is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

(b)it has taken all necessary action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;

(c)this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and the enforcement of debtors’ obligations generally, and (ii) general principles of equity, regardless of whether enforcement is pursuant to a proceeding in equity or at law;

(d)the execution, delivery and performance of this Agreement do not violate (i) its constituent documents, (ii) any contract to which it is a party or to which any of its properties are subject, or (iii) any law, rule, regulation, order, writ, judgment, injunction, decree or determination to which it is subject or by which its properties are bound;

(e)no consent, authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for the due execution, delivery or performance of this Agreement by such Party; and

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(f)there is no action, suit or proceeding at law or in equity or by or before any Governmental Authority, arbitral tribunal or other body now pending or to its knowledge threatened against or affecting it or its property, which would reasonably be expected to have a material adverse effect on the transactions contemplated by this Agreement.

ARTICLE XI
MISCELLANEOUS

Section 11.1Assignment.

(a)The Manager may not assign its rights and obligations under this Agreement to any third party without the prior written consent of each Holding Company, which consent may not be unreasonably withheld, except that the Manager may, without such consent, assign its rights and obligations under this Agreement to an affiliate of the Manager under common control with the Manager.

(b)No Holding Company may assign its rights and obligations under this Agreement to any third party without the prior written consent of the Manager, which consent may not be unreasonably withheld; provided, however, that any Holding Company may assign all of its right, title, and interest in, or make a collateral assignment of, this Agreement to one or more of its financing parties and/or Holding Company’s surety without the consent of the Manager and the Manager shall execute a consent to such collateral assignment in form and substance reasonably satisfactory to such financing parties which consent shall include additional periods to permit the financing parties to cure any Event of Default by any Holding Company. The Manager shall provide estoppel certificates and opinions as may be reasonably requested by the financing parties. The Manager also agrees to cooperate with, and provide information to, independent engineers engaged by any Holding Company’s financing parties.

Section 11.2Authorization. Except as expressly authorized in writing by the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of the applicable Holding Company, or contemplated under the Services, the Manager shall not have the right or the obligation to create any obligation or to make any representation on behalf of any Holding Company.

Section 11.3Governing Law, Jurisdiction, Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to conflicts of law principles (except for Section 5-1401 of the New York General Obligations Law).

Section 11.4Independent Contractor. Nothing contained in this Agreement and no action taken by any Party to this Agreement shall be (a) deemed to constitute any Party or any of such Party’s employees, agents or representatives to be an employee, agent or representative of the other Party; (b) deemed to create any company, partnership, joint venture, association or

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syndicate among or between the Parties; or (c) except as contemplated under the Services, deemed to confer on any Party any expressed or implied right, power or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other Party, except as expressly authorized in writing.

Section 11.5Notice. All notices, requests, consents, demands and other communications (collectively “notices”) required or permitted to be given under this Agreement shall be in writing signed by the Party giving such notice and shall be given to each Party at its address or fax number in this Section 11.5 or at such other address or fax number as such Party may hereafter specify by notice to the other Party and shall be either delivered personally or sent by fax or registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier service. A notice shall be deemed to have been given (i) when successfully transmitted if given by fax or (ii) when delivered, if given by any other means. Notices shall be sent to the following addresses:

To the Manager:

First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, Massachusetts 02459

Attention: Secretary

Fax: (617) 964-3342

To the Holding Companies:

Milford Wind Partners, LLC

c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, Massachusetts 02459

Attention: Secretary

Fax: (617) 964-3342

MWCI Holdings, LLC

c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, Massachusetts 02459

Attention: Secretary

Fax: (617) 964-3342

With copies to:

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The managing member (if such Holding Company is managed by a managing member) or all of the members (if such Holding Company is member managed) at their respective addresses as set forth in each such Company’s LLC Agreement.

Section 11.6Usage. This Agreement shall be governed by the following rules of usage: (i) a reference in this Agreement to a Person includes, unless the context otherwise requires, such Person’s permitted assignees; (ii) a reference in this Agreement to a law, license, or permit includes any amendment, modification or replacement to such law, license or permit; (iii) accounting terms used in this Agreement shall have the meanings assigned to them by GAAP; (iv) a reference in this Agreement to an article, section, exhibit, schedule or appendix is to an article, section, exhibit, schedule or appendix of this Agreement unless otherwise stated; (v) a reference in this Agreement to any document, instrument or agreement shall be deemed to include all appendices, exhibits, schedules and other attachments thereto and all documents, instruments or agreements issued or executed in substitution thereof, and shall mean such document, instrument or agreement, or replacement thereof, as amended, modified and supplemented from time to time in accordance with its terms and as the same is in effect at any given time; (vi) unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words or similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and (vii) the words “include” and “including” and words of similar import used in this Agreement are not limiting and shall be construed to be followed by the words “without limitation”, whether or not they are in fact followed by such words.

Section 11.7Entire Agreement. This Agreement (including all appendices and exhibits thereto) constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings with respect to such subject matter.

Section 11.8Amendment. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by a document in writing signed by the Party against which the enforcement of such termination, amendment, supplement, waiver or modification is sought.

Section 11.9Confidential Information. Except as required by applicable law, no Party shall, without the prior written consent of the other Party, disclose any confidential information obtained from the other Party to any third parties, other than to consultants or to employees who have agreed to keep such information confidential as contemplated by this Agreement and who are reasonably believed to need the information to assist such Party with the exercise or performance of any rights and obligations provided to, or imposed upon, such Party in such document.

Section 11.10Third Party Beneficiaries. Except as otherwise expressly stated herein, this Agreement is intended to be solely for the benefit of the Parties and their permitted assignees

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and is not intended to and shall not confer any rights or benefits to the general public or any other third party not a signatory thereto; provided, however, that the members of each Holding Company are intended beneficiaries of this Agreement (subject to all the limitations hereof applicable to each Holding Company, including ARTICLE III and ARTICLE IX hereof) with the right to enforce claims against the Manager for breach of its obligations hereunder.

Section 11.11Discharge of Obligations. With respect to any duties or obligations discharged hereunder by the Manager, the Manager may discharge such duties or obligations through the personnel of an affiliate of the Manager; provided that, notwithstanding the foregoing, the Manager shall remain fully liable hereunder for such discharged duties and obligations.

Section 11.12Severability. Any provision of this Agreement that shall be held to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Parties shall negotiate in good faith a replacement provision or provisions that are valid and enforceable and that as closely as possible correspond to the spirit and purpose of the invalid or unenforceable provisions and this Agreement as a whole.

Section 11.13Binding Effect. The terms of this Agreement shall be binding upon, and inure to the benefit of, the Parties and their successors and permitted assigns. Subject to Section 11.10, nothing in this Agreement, whether express or implied, shall be construed to give any Person other than a Party any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 11.14Counterparts. This Agreement may be executed by the Parties in any number of counterparts, each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Agreement.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, each Party hereto has caused this Management Services Agreement to be signed as of the date first above written.

MILFORD WIND PARTNERS, LLC
By:	/s/ Paul Gaynor
	Name:	Paul Gaynor
	Title:	President
MWCI HOLDINGS, LLC
By:	/s/ Michael U. Alvarez
	Name:	Michael U. Alvarez
	Title	Vice President
FIRST WIND ENERGY, LLC
By:	/s/ Evelyn Lim
	Name:	Evelyn Lim
	Title	Secretary

[Signature Page to Management Services Agreement]

Exhibit D

Form of Assignment

See attached

D-1

Exhibit D to Equity Contribution

and Purchase Agreement

ASSIGNMENT OF MEMBERSHIP INTERESTS

This ASSIGNMENT OF MEMBERSHIP INTERESTS, dated as of September 28, 2009 (the “Assignment Agreement”), is by and among MILFORD WIND HOLDINGS, LLC, a Delaware limited liability company (the “Transferor”), STANTON EQUITY TRADING DELAWARE LLC, a Delaware limited liability company (the “Transferee”), and MILFORD WIND PARTNERS, LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H :

WHEREAS, the Company was formed by virtue of its Certificate of Formation filed with the Secretary of State of the State of Delaware on August 27, 2009 and, until the date hereof, has been governed by the Limited Liability Company Agreement of the Company, dated as of August 27, 2009, as amended (the “Original Operating Agreement”), executed by the Transferor and Milford NHC, LLC, a Delaware limited liability company (“NHC”);

WHEREAS, pursuant to the Equity Contribution and Purchase Agreement dated as of September 28, 2009 (the “Contribution Agreement “), among NHC, the Transferor, the Company and the Transferee, the Transferor has agreed to sell to the Transferee, and the Transferee has agreed to purchase from the Transferor, on the terms and subject to the conditions set forth in the Contribution Agreement, all of the Class B Membership Interests in the Company identified on Annex A hereto (the “Transferred Interests”);

WHEREAS, pursuant to the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 28, 2009 (the “Company LLC Agreement”), by and between NHC and the Transferee, NHC and Transferee have agreed to admit the Transferee as the only Class B Member of the Company and for the Original Operating Agreement to be amended and restated as stated therein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned do hereby agree as follows:

1.             Defined Terms. All capitalized terms not defined herein are used herein as defined in the Contribution Agreement.

2.             Instructions to Transfer. As of the date hereof, the Transferor hereby assigns and transfers unto the Transferee complete record and beneficial ownership of

the Transferred Interests, together with all rights associated therewith. The Transferor hereby irrevocably instructs the Company to register on the books of the Company the transfer to the Transferees of complete record and beneficial ownership of the Transferred Interests.

3.             Further Assurances. Subject to the terms and conditions of the Contribution Agreement, at any time, or from time to time after the date hereof, the Transferor and Transferee shall, at the other’s reasonable request, execute and deliver such instruments of transfer, conveyance, assignment and assumption, in addition to this Assignment Agreement, and take such other action as either of them may reasonably request in order to evidence the transfer effected hereby.

4.             Successors and Assigns. This Assignment Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.             Counterparts. This Assignment Agreement may be executed by the parties in any number of counterparts, each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy or portable document format (“pdf’) shall be effective as delivery of a manually executed counterpart of this Assignment Agreement.

6.             Governing Law. This Assignment Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without reference to principles of conflicts of laws (other than Section 5-1401 of the General Obligations Law of the State of New York).

[Remainder of page intentionally left blank. Signature page to follow.]

IN WITNESS WHEREOF, each Party hereto has caused this Assignment of Membership Interests to be signed on its behalf as of the date first above written.

MILFORD WIND HOLDINGS, LLC as Transferor
By:	/s/ Michael U. Alvarez
	Name:	Michael U. Alvarez
	Title:	Vice President
STANTON EQUITY TRADING DELAWARE LLC as Transferee
By:
	Name:
	Title:
MILFORD WIND PARTNERS, LLC as the Company
By:	/s/ Paul Gaynor
	Name:	Paul Gaynor
	Title:	President

[Signature Page to Assignment of Membership Interests]

IN WITNESS WHEREOF, each Party hereto has caused this Assignment of Membership Interests to be signed on its behalf as of the date first above written.

MILFORD WIND HOLDINGS, LLC as Transferor
By:
	Name:
	Title:
STANTON EQUITY TRADING DELAWARE LLC as Transferee
By:	/s/ Jerry L. Smith
	Name:	Jerry L. Smith
	Title:	President
MILFORD WIND PARTNERS, LLC as the Company
By:
	Name:
	Title:

[Signature Page to Assignment of Membership Interests]

Annex A

Transferred Interests

One hundred percent (100%) of the Class B Membership Interests in the Company.

Exhibit E

Form of Consent and Agreement

See attached.

E-1

Exhibit E to Equity Contribution
and Purchase Agreement

CONSENT AND AGREEMENT

This CONSENT AND AGREEMENT (as amended, modified or supplemented from time to time, this “Consent”), dated as of September 28, 2009, is executed by STANTON EQUITY TRADING DELAWARE LLC, a Delaware limited liability company (“Investor”), MILFORD NHC, LLC, a Delaware limited liability company (“NHC”), MILFORD WIND HOLDINGS, LLC, a Delaware limited liability company (“Holdings” and, together with NHC, the “Obligors”), MILFORD WIND PARTNERS, LLC, a Delaware limited liability company (“Company”), MWCI HOLDINGS, LLC, a Delaware limited liability company (“Pledgor”), MILFORD WIND CORRIDOR PHASE I, LLC, a Delaware limited liability company (“Borrower” and, together with NHC, Holdings, Company and Pledgor, “the Milford Entities”), and THE ROYAL BANK OF SCOTLAND PLC, as Collateral Agent (“Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

RECITALS

A.Borrower has entered into the Credit Agreement, dated as of April 22, 2009, with The Royal Bank of Scotland plc, as administrative agent, collateral agent and letter of credit issuer and certain other lenders (the “Lenders”) and agents party thereto (as may amended, restated, supplemented or modified from time to time, the “Credit Agreement”; capitalized but undefined terms shall have the meanings ascribed thereto in the Credit Agreement) providing financing for the development and construction of a 203.5 MW wind energy project and a 345 kV transmission line located in Beaver and Millard Counties, Utah (the “Project”);

B.Holdings owns 100% of the membership interests of NHC, prior to the events described in Recital D below, NHC owns 100% of the class A membership interests of Company (the “Class A Membership Interests”) and Holdings owns 100% of the class B membership interests of Company (the “Class B Membership Interests”), Company will own (after the events described in Recital D below) 100% of the membership interests of Pledgor and Pledgor owns 100% of the membership interests of Borrower;

C.As collateral security for all obligations of Borrower to the Secured Parties under the Credit Agreement and related documents, (i) Borrower has granted to Collateral Agent a first-priority security interest in all of its right, title and interest in substantially all of its assets pursuant to that certain Security Agreement, dated as of April 22, 2009 (as amended, modified or supplemented from time to time, the “Security Agreement”), made by Borrower in favor of Collateral Agent for the benefit of the Secured Parties and (ii) Pledgor has granted to Collateral Agent a first-priority security interest in all of its right, title and interest in its ownership interests in Borrower (among other related assets) pursuant to that certain Pledge and Security Agreement, dated as of April 22, 2009 (as amended, modified or supplemented from time to time, the “Pledge Agreement”), made by Borrower in favor of Collateral Agent for the benefit of the Secured Parties;

D.The Obligors, Investor, and the Company have or simultaneously herewith will enter into that certain Equity Contribution and Purchase Agreement, dated as of September 28, 2009 (the “Agreement”), which requires Investor to make cash capital contributions to the Company and to purchase from Holdings the Class B Membership Interests

and, in connection therewith, NHC and Investor have or simultaneously herewith will enter into an Amended and Restated Operating Agreement of the Company, dated as of September 28, 2009 (the “Company Operating Agreement”);

E.The parties anticipate that (a) Company will apply for a cash grant (the “Cash Grant”) from the US Treasury for 30% of qualified Project Costs, (b) the Cash Grant application will be for approximately $124,000,000, and (c) the Cash Grant would be received prior to repayment in full of the obligations owed under the Credit Agreement;

F.Under the provisions of the Company Operating Agreement, (a) certain tax benefits generated by the Project under the Internal Revenue Code of 1986, as amended, are to be allocated to the Class B Membership Interests (the “Tax Benefits”) and (b) Investor will be entitled to receive 100% of the Cash Grant;

G.In order to protect its investment in the Class B Membership Interests, its receipt of the Tax Benefits and share of the Cash Grant and, indirectly, its interest in the Project, and to preserve the cash flow to the Project produced by the Agreement, Investor has requested, and Collateral Agent has agreed, that Collateral Agent shall, and shall cause the other Secured Parties to, provide the Class B Member the rights under this Agreement on and subject to the terms and conditions set forth herein; and

H.It is a requirement under the Credit Agreement that Investor and the other parties hereto shall have executed this Consent.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, notwithstanding anything in the Agreement to the contrary, as follows:

1.Consent and Agreement. Investor and each Milford Entity:

a.agree that Collateral Agent shall have the right (but not the obligation) upon occurrence and continuation of an Event of Default to make all demands, give all notices, take all actions and exercise all rights of the Obligors under the Agreement (including any certificates that must be delivered by an officer of an Obligor), and agrees to accept any such demands, notices, actions and exercises; provided, however, that, insofar as Collateral Agent exercises any of its rights under the Agreement or makes any claims with respect to payments or other obligations under the Agreement, the terms and conditions of the Agreement applicable to such exercise of rights or claims shall apply to Collateral Agent to the same extent as to the applicable Obligor;

b.agree not to (i) cancel or terminate the Agreement or suspend performance of its obligations thereunder, except as provided in the Agreement (including with respect to any date specific condition precedent in the Agreement) or by operation of law and, in any event, except in accordance with Section 4 of this Consent; (ii) consent to or accept any cancellation or termination of the Agreement by the Obligors or the Company without the prior

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written consent of the Collateral Agent, except as provided in the Agreement and in accordance with Section 4 of this Consent; or (iii) prior to the Second Equity Capital Contribution (as such term is defined in the Agreement), sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its right, title or interest in the Agreement, in each case without the prior written consent of Collateral Agent;

c.agree not to amend, supplement or modify the Agreement or the Company Operating Agreement in any material respect, without the prior written consent of Collateral Agent (such consent not to be unreasonably withheld or delayed) other than a waiver by Investor of any condition precedent that is for Investor’s benefit in which case no such consent shall be required;

d.agree to promptly deliver to Collateral Agent duplicates or copies of all notices of or with respect to default, failure to reach conditions, suspension or termination delivered under or pursuant to the Agreement;

2.The Obligors’ Acknowledgement. The Obligors acknowledge and agree that Investor is permitted to perform its obligations under the Agreement upon Collateral Agent’s exercise of the Obligors’ rights in accordance with this Consent, and that Investor shall bear no liability to the Milford Entities solely as a result of performing its obligations under the Agreement upon such exercise by Collateral Agent.

3.Subsequent Transferee. Investor agrees that if Collateral Agent shall notify Investor in writing that Collateral Agent has elected to exercise its rights and remedies with respect to foreclosure (whether judicial or nonjudicial) or sale under the Security Agreement or Pledge Agreement, then any purchaser, successor, assignee or designee (as the case may be, in each case, a “Subsequent Transferee”) shall be substituted for the Collateral Agent under this Consent.

4.Right to Cure. In the event of a default or breach by the Obligors in the performance of any of their respective obligations under the Agreement, the failure by the Obligors to satisfy any condition therein, or upon the occurrence or non-occurrence of any event or condition under the Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Investor to terminate the Agreement (hereinafter, a “Default”), Investor shall not terminate the Agreement until it first gives written notice of such Default to Collateral Agent (concurrently with the notice of such Default to the applicable Obligor) and affords Collateral Agent (a) a period of 30 days (such 30 day period, for the avoidance of doubt, being in addition to any cure period granted to the Borrower to cure the related Default under the respective Agreement) from receipt of such notice to cure such Default if such Default is the failure to pay amounts to Investor which are due and payable under the Agreement or (b) with respect to any other Default, a reasonable opportunity, but no more than 60 days (such 60 day period, for the avoidance of doubt, being in addition to any cure period granted to the Obligors to cure the related Default under the respective Agreement) from receipt of such notice, to cure such Default (provided that during such cure period Collateral Agent or the applicable Obligor continues to diligently attempt to cure such Default); provided, however, that such additional cure periods shall not in any way amend or extend any date specific condition precedent in the Agreement. Notwithstanding anything to the

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contrary herein, if the Default is peculiar to the Obligors and not curable by Collateral Agent, such as the insolvency, bankruptcy, general assignment for the benefit of the creditors, or appointment of a receiver, trustee, custodian or liquidator of the Obligors or their respective properties, then, notwithstanding any right that Investor may have to terminate the Agreement, Collateral Agent shall be entitled to assume the rights and obligations of the Obligors under the Agreement within the cure period provided in clause (b) above, and provided such assumption has occurred within such period, Investor shall not be entitled to terminate the Agreement as a result of such Default. If Collateral Agent or its successor(s), assignee(s) and/or designee(s) is prohibited by any court order or bankruptcy or insolvency proceedings involving the Obligors from curing the Default or from commencing or prosecuting such proceedings, the foregoing time periods shall be extended by the period of such prohibition; provided, however, that such additional cure periods shall not in any way amend or extend any date specific condition precedent in the Agreement.

5.No Liability. Investor acknowledges and agrees that Collateral Agent (and any successor(s), assignee(s), designee(s) or other representative of Collateral Agent) shall not have any liability or obligation under the Agreement as a result of exercising its rights under this Consent, nor shall Collateral Agent (nor any successor(s), assignee(s), designee(s) or other representative of Collateral Agent), be obligated or required to perform any of the Obligors’ obligations under the Agreement.

6.Payment of Monies. So long as the Credit Agreement remains in effect, Investor hereby agrees to make all Capital Contributions (as such term is defined in the Agreement) required to be made by it under the Agreement in U.S. dollars and in immediately available funds, for deposit as contemplated by Section 7 below. The Obligors hereby instruct Investor, and Investor accepts such instructions, to make the specified payments due and payable to the Obligors or the Company under the Agreement in accordance with Section 7 below. All Capital Contributions required to be made by Investor under the Agreement shall be made without any offset, recoupment, abatement, withholding, reduction or defense whatsoever, other than those allowed by the terms of the Agreement.

7.Covenants of Milford Entities. The Milford Entities agree that:

a.the proceeds of the First Equity Capital Contribution, Second Equity Capital Contribution and Third Equity Capital Contribution (each as defined in the Agreement) shall be contributed from Company to Pledgor and from Pledgor to Borrower;

b.the proceeds of the Capital Contributions pursuant to the Agreement described in Section 7.a shall be applied to repay the Obligations except (i) up to $2,500,000 of the Initial Equity Capital Contribution, which shall be deposited in the Construction Account, (ii) up to $12,000,000 of the Second Equity Capital Contribution, which shall be deposited in the Clipper Account and (iii) up to $15,000,000 of the Second Equity Capital Contribution, which shall be deposited in the Liquidity Account.

c.except as contemplated in Section 7.d, no Milford Entity shall apply for the Cash Grant prior to the receipt by the Borrower of the proceeds of the Second Equity Capital Contribution and application thereof as contemplated by Section 7.b above;

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d.if the Second Equity Capital Contribution is not received by the Milford Entities, contributed to the Borrower as set forth in Section 7.a and applied in accordance with Section 7.b on or prior to January 31, 2010, then (i) no Milford Entity other than Borrower shall apply for the Grant, (ii) the Milford Entities shall take all steps necessary and available to terminate and unwind the Agreement and (iii) the Borrower shall apply for the Grant on or prior to January 31, 2010; and

e.failure to comply with this Section 7 shall be an immediate Event of Default under the Credit Agreement.

8.Representations and Warranties. Investor hereby represents and warrants to the Milford Entities and Collateral Agent as of the date of this Consent that:

a.Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation/incorporation and has all requisite power and authority to execute, deliver and perform its obligations under the Agreement and this Consent;

b.The execution, delivery and performance by Investor of the Agreement and this Consent have been duly authorized by all necessary corporate action, and do not and will not require any further consents or approvals which have not been obtained, or violate any provision of any law, regulation, order, judgment, injunction or similar matters or breach any agreement presently in effect with respect to or binding on Investor;

c.All government approvals necessary for the execution, delivery and performance by Investor of its obligations under the Agreement have been obtained and are in full force and effect, except those governmental approvals routinely obtained during the ordinary course of business during the execution of the Project;

d.This Consent and the Agreement are legal, valid and binding obligations of Investor, enforceable against Investor in accordance with their respective terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights in general and except to the extent that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought;

e.The Agreement is in full force and effect and has not been amended, supplemented or modified since the date of execution of the Agreement;

f.All conditions and obligations to be performed by Investor under the Agreement and the Company Operating Agreement to date have been satisfied. There is no existing default by Investor under the Agreement or the Company Operating Agreement, and no event has occurred which, with the passage of time or giving of notice or both, would constitute an event of default of Investor thereunder.

g.To the best of Investor’s actual knowledge without investigation, the Obligors have fulfilled all of their respective obligations under the Agreement, and there are no breaches, Defaults or unsatisfied conditions presently existing (or which would exist after the passage of time and/or giving of notice) that would allow Investor to terminate the Agreement;

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h.There is no litigation, action, suit, proceeding or investigation pending or (to the best of Investor’s actual knowledge without investigation) threatened against Investor before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, (i) could adversely affect the performance by Investor of its obligations hereunder or under the Agreement, (ii) could have a material adverse effect on the condition (financial or otherwise), business or operations of Investor or (iii) questions the validity, binding effect or enforceability hereof or of the Agreement, any action taken or to be taken pursuant hereto or thereto or any of the transactions contemplated hereby or thereby;

i.The Agreement and the other agreements contemplated by the Agreement and this Consent are the only agreements between the Milford Entities and Investor with respect to the Project;

j.There are no amounts due and owing to the Investor as of the date hereof under the Agreement;

k.No excusable delay has occurred or is continuing under the Agreement; and

1.There are no disputes or legal proceedings between Investor and the Milford Entities.

9.Cash Grant. From and after (a) the Second Equity Capital Contribution and (b) the contribution of the proceeds of the Initial Equity Capital Contribution and the Second Equity Capital Contribution in accordance with Section 7.a, and notwithstanding anything else in this Agreement or the Credit Documents (including the Pledge Agreement and the Security Agreement) to the contrary and notwithstanding whether any Bankruptcy Event has occurred with respect to Borrower, Company or any other Milford Entity: (1) Collateral Agent agrees solely for the benefit of Investor, that Collateral Agent shall not, and shall cause each other Secured Party to not exercise any of its remedies under the Pledge Agreement and the Security Agreement with respect to the Cash Grant, including without limitation seizing or holding the Cash Grant or preventing the distribution of the Cash Grant to Investor, whether or not the Cash Grant is deposited in any Account or is commingled with any other cash of Borrower, Company or any other Milford Entity and (2) to the extent that Collateral Agent or any of the Secured Parties are in control of Borrower or any Bankruptcy Event has occurred with respect to Borrower, Company or any Milford Entity, Collateral Agent agrees for itself and on behalf of the Secured Parties to use all commercially reasonable efforts to cause the Cash Grant to be distributed to Investor, including without limitation, proposing or consenting to an order to the use of cash collateral for the purpose of making the distribution of the Cash Grant to Investor.

10.Cure of Certain Defaults by Investor; Purchase Option. From and after the date hereof, the Collateral Agent agrees solely for the benefit of the Investor that the Collateral Agent shall provide the Investor with copies of any notice of Default, Event of Default or acceleration delivered under the Credit Documents. In addition, during the continuance of a Default or Event of Default, the Investor shall have the right (but not the obligation):

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a.to cure any default by Borrower or any other party under the Credit Documents so long as (i) the Investor provides Collateral Agent written notice of Investor’s intent to do so not later than 10 days after Collateral Agent provides Investor a notice of acceleration with respect to any such default that has become an Event of Default and (ii) Investor cures the Event of Default underlying such notice of acceleration (A) within five days with respect to an Event of Default resulting from failure to make payments when due (other than any payments accelerated as a results of the notice of acceleration) or (B) within 30 days with respect to other types of Events of Default (provided, that if (X) such Event of Default cannot be cured within such 30 day period, (Y) such Event of Default is susceptible of cure within 90 days and (Z) the Investor is proceeding with diligence and in good faith to cure such Event of Default, then such 30 day cure period shall be extended to such date, not to exceed a total of 90 days, as shall be necessary for Investor to cure such Event of Default); and

b.to purchase, or designate its affiliate to purchase, at par (not including any default interest) all, but not less than all, of the outstanding Obligations of the Company owing to the Secured Parties; provided that nothing shall limit the right of the Lenders to otherwise sell all or any portion of the outstanding Obligations.

Nothing in this Section 10 shall restrict Collateral Agent from exercising its remedies under the Credit Documents.

11.Notices. Any communications between the parties hereto or notices

provided herein to be given, may be given to the following addresses:

If to Investor: Stanton Equity Trading Delaware LLC 11 Madison Avenue New York, New York 10010 ***** With a copy to: Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 *****

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If to Collateral Agent:	The Royal Bank of Scotland plc, RBS Global Banking & Markets 600 Washington Boulevard, Level 9 Stamford, CT 06901 Attention: Robert McClorey, Vice President Telephone: (203) 897-1408 Fax: (203) 873-3364 Email: Robert.McClorey@rbs.com
If to the Milford Entities:	c/o First Wind Energy, LLC 85 Wells Avenue, Suite 305 Newton, MA 02459 Attention: President Fax: (617) 964-3342
	with a copy to:
	c/o First Wind Energy, LLC 85Wells Avenue, Suite 305 Newton, MA 02459 Attention: General Counsel Fax: (617) 964-3342

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telegram, or by telecopy, confirmed by telephone. Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a business day and, if not, on the next following business day) on which it is transmitted if transmitted before 4 p.m., recipient’s time, and if transmitted after that time, on the next following business day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Any party shall have the right to change its address for notice hereunder by giving of thirty (30) days’ written notice to the other parties in the manner set forth herein above.

12.Binding Effect; Amendments; Confirmation. This Consent shall be binding upon and benefit the successors and assigns of Investor, the Milford Entities and Collateral Agent and their respective successors, transferees and permitted assigns (including without limitation, any entity that refinances all or any portion of the Milford Entities’s obligations under the Credit Agreement). No termination, amendment, variation or waiver of any provisions of this Consent shall be effective unless in writing and signed by Investor, Collateral Agent and the Milford Entities; provided that all rights and obligations of Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all obligations of the Borrower under the Credit Agreement.

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13.Governing Law. This Consent shall be governed by the laws of the State of New York without reference to conflicts of laws rules thereof (other than Section 5-1401 of the New York General Obligations Law). INVESTOR, MILFORD ENTITIES, AND COLLATERAL AGENT HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF CONTRACTING PARTY, MILFORD ENTITIES AND COLLATERAL AGENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH OF INVESTOR, MILFORD ENTITIES AND COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.Severability. Any provision of this Consent which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15.Counterparts. This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement.

16.Interpretation. All references in this Consent to any document, instrument or agreement (a) shall include all contract variations, change orders, exhibits, schedules and other attachments thereto, and (b) shall include all documents, instruments or agreements issued or executed in replacement or as predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF. the undersigned, by its officer thereunto duly authorized, has duly executed this Consent as of the date first above written.

STANTON EQUITY TRADING DELAWARE LLC,
a Delaware limited liability company
By:	/s/ Jerry L. Smith
	Name: Jerry L. Smith
	Title: President

S-1

MILFORD WIND HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/ Robert S. Schaner
	Name: Robert S. Schaner
	Title: Assistant Treasurer
MILFORD NHC, LLC,
a Delaware limited liability company
By:	/s/ Robert S. Schaner
	Name: Robert S. Schaner
	Title: Assistant Treasurer
MILFORD WIND PARTNERS, LLC,
a Delaware limited liability company
By:	/s/ Michael Metzner
	Name: Michael Metzner
	Title: Treasurer
MWCI HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/ Robert S. Schaner
	Name: Robert S. Schaner
	Title: Assistant Treasurer
MILFORD WIND CORRIDOR PHASE I, LLC,
a Delaware limited liability company
By:	/s/ Robert S. Schaner
	Name: Robert S. Schaner
	Title: Assistant Treasurer

S-2

THE ROYAL BANK OF SCOTLAND PLC,
By:	/s/ Simon Mockford
	Name: Simon Mockford
	Title: Managing Director

S-3

Schedule 3.1(e) to Equity Contribution and Purchase Agreement

Membership Interests

Milford NHC, LLC	100% of the Class A Membership Interests, comprising in the aggregate 95% of the issued and outstanding Membership Interests in the Company
Milford Wind Holdings, LLC	100% of the Class B Membership Interests, comprising in the aggregate 5% of the issued and outstanding Membership Interests in the Company

Schedule 3.1(p) to Equity Contribution and Purchase Agreement

Real Property

1.Amended and Restated Special Use Lease Agreement No. 1599A between the State of Utah acting by and through the School and Institutional Trust Lands Administration (“SITLA”) as Lessor, and Milford Wind Corridor Phase I, LLC (the “Project Company”) as Lessee, effective as of April 22, 2009. An Amended and Restated Memorandum of Lease between SITLA and the Project Company was recorded on April 23, 2009, as Entry No. 239580, in Book 434 at Page 237 of official records of Beaver County;

2.Amended and Restated Land Lease Agreement, between Circle Four LLC, a Delaware limited liability company (“Circle Four”), as Lessor and the Project Company, effective as of February 22, 2007 and executed as of April 22, 2009. An Amended and Restated Memorandum of Lease was recorded April 23, 2009, as Entry No. 239581, in Book 434, at Page 245 of official records of Beaver County;

3.Land Lease Agreement, dated August 22, 2008, between Quick Financial Management, Inc., a Nevada corporation as Lessor, and the Project Company as Lessee. A Memorandum of Lease was recorded on October 21, 2008 as Entry No. 238180, in Book 428, at Page 823 in official records, Beaver County;

4.Land Lease Agreement, dated September 23, 2008, between Victor Esworthy, as Lessor and the Project Company as Lessee. A Memorandum of Lease was recorded on October 21, 2008 as Entry No. 238179, in Book 428, at Page 819 in official records, Beaver County;

5.Land Lease Agreement, dated May 14, 2008, between Unitarian Universalist Service Committee, Inc., a Massachusetts not-for-profit corporation also known as Unitarian Universalist Service Committee, as Lessor, and the Project Company as Lessee as amended by that certain First Amendment to Land Lease, dated May 14, 2008. A Memorandum of Lease was recorded on May 23, 2008 as Entry No. 236658, in Book 422, at Page 209 in official records, Beaver County, Utah. A First Amendment to Memorandum of Lease Agreement was recorded on October 21, 2008, as Entry No. 238181, in Book 428, at Page 827 in official records, Beaver County;

6.Land Lease Agreement, dated April 14, 2008, between Neil M. Bradshaw, as Lessor, and the Project Company as Lessee. A Memorandum of Lease was recorded on May 7, 2008 as Entry No. 2236548, in Book 421, at Page 669 in official records, Beaver County;

7.Land Lease, dated August 22, 2007, between Scott J. Yardley, as Lessor and the Project Company as Lessee. A Memorandum of Lease was recorded September 19, 2007, as Entry No. 233722, in Book 412, at Page 456 in official records, Beaver County;

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8.Land Lease Agreement, dated February 19, 2008, between A. Darrell Yardley and Geneal G. Yardley, trustees or successor trustees of the Yardley Family Trust, as Lessor, and the Project Company as Lessee. A Memorandum of Lease was recorded on March 14, 2008 as Entry No. 236099, in Book 419, at Page 789 in official records, Beaver County;

9.Lease, dated April 22, 2009, by and between Milford Wind Corridor, LLC, as Lessor, and the Project Company, as Lessee. A Memorandum of Lease was recorded on April 23, 2009, as Entry No. 239582, in Book 434, at Page 255 of official records of Beaver County;

10.Storage Lease-Agreement, dated May 19, 2008, between Michael L. Palmer and Carol C. Palmer, as Lessor, and the Project Company, as Lessee, as amended by that certain First Amendment to Storage Lease-Agreement dated March 30, 2009. A Memorandum of Lease was recorded April 23, 2009, as Entry No. 00169400, in Book 502, at Page 046 of official records of Millard County;

11.Storage and Staging Lease Agreement, by and between Philippe Handschin, Enzo Battaglieri, and Stesen Gsell, as Lessor, and the Project Company, as Lessee, dated May 23, 2008, as amended by that certain Extension Agreement for Storage and Staging Lease Agreement through and including June 30, 2010. A Memorandum of Lease was recorded April 23, 2009, as Entry No. 00169399, in Book 502, at Page 041 of official records of Millard County;

12.Grant of Easements, dated June 27, 2008, by and between William Do, Ly Huong Tong, and Nhem Tong as Grantors, and the Project Company as Grantee, recorded July 9, 2008, as Entry No. 00166571, in Book 490 at Page 029 of official records of Millard County;

13.Grant of Easements, dated July 23, 2008, by and between Jesse S. Brown as Grantor and the Project Company as Grantee, recorded August 8, 2008 as Entry No. 0166889, in Book 491 at Page 368 of official records of Millard County;

14.Grant of Easements, dated August 6, 2008, by and between L B Ranch as Grantor and the Project Company as Grantee, recorded August 28, 2008, as Entry No. 00167100, in Book 492, at Page 185 of official records of Millard County;

15.Grant of Easements, dated August 6, 2008, by and between Nancy Barney as Grantor and the Project Company as Grantee, recorded August 28, 2008, as Entry No. 00167101, in Book 492, at Page 193 of official records of Millard County;

16.Grant of Easements, dated August 7, 2008, by and between Duva Properties, Ltd. as Grantor and the Project Company as Grantee, recorded August 28, 2008 as Entry No. 00167102, in Book 492, at Page 201 of official records of Millard County;

17.Grant of Easements, dated August 7, 2008, by and between Lloyd C. Carter as Grantor and the Project Company as Grantee, recorded August 28, 2008, as Entry No. 00167103, in Book 492, at Page 209 of official records of Millard County;

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18.Grant of Easements, dated August 21, 2008, by and between Delta Egg Farm, LLC as Grantor and the Project Company as Grantee, recorded August 28, 2008, as Entry No. 00167104, in Book 492, at Page 217 of official records of Millard County;

19.Grant of Easements, dated July 28, 2008, by and between Russell S. Harris as Grantor and the Project Company as Grantee, recorded September 3, 2008, as Entry No. 00167176, in Book 492, at Page 426 of official records of Millard County;

20.Grant of Easements, dated August 2008, by and between Marceline Ann Treat Wolfe and Barbara Aviani as Grantors and the Project Company as Grantee, recorded September 3, 2008, as Entry No. 00167177, in Book 492, at Page 435 of official records of Millard County;

21.Amended and Restated Grant of Easements, dated April 20, 2009, by and between Shaun Pearson as Grantor and the Project Company as Grantee, recorded April 23, 2009, as Entry No. 169401, in Book 502, at Page 054 of official records of Millard County;

22.Grant of Easements, dated August 26, 2008, by and between Russell Warthen and Gail Warthen as Grantors and the Project Company as Grantee, recorded September 26, 2008, as Entry No. 00167365, in Book 493, at Page 242 of official records of Millard County;

23.Grant of Easements, dated August 26, 2008, by and between Russell Warthen and Gail Warthen as Grantors and the Project Company as Grantee, recorded September 26, 2008, as Entry No. 00167367, in Book 493, at Page 261 of official records of Millard County;

24.Grant of Easements, by and between G. Kay Inc., and Kia Fadel Hodgson, Kristen L. Fadel, Douglas K. Fadel, and Kara Fadel Burnett, as trustees of Rock Manor Trust as Grantor and the Project Company as Grantee, recorded September 26, 2008, as Entry No. 00167366, in Book 493, at Page 250 of official records of Millard County;

25.Grant of Easements, dated September 6, 2008, by and between Charles W.P. McNeal as Grantor and the Project Company as Grantee, recorded October 21, 2008, as Entry No. 00167666, in Book 494, at Page 448 of official records of Millard County;

26.Grant of Easements, dated September 22, 2008, by and between Jetta Robinson and Shaun Pearson, as successor trustees of the Ralph W. Pearson Family Living Trust dated March 19, 1996 as Grantor and the Project Company as Grantee, recorded October 21, 2008, as Entry No. 238178, in Book 428, at Page 812 of official records of Beaver County;

27.Grant of Easements, dated October 17, 2008, by and between Robert Neil Smyth and Melene B. Smyth as Grantor and the Project Company as Grantee, recorded October 24, 2008, as Entry No. 238213, in Book 429, at Page 99 of official records of Beaver County;

28.Permanent Nonexclusive Easement Agreement, dated October 2008, by and between Intermountain Power Agency, a political subdivision of the State of Utah and the Project Company, recorded February 10, 2009, as Entry No. 00168678, in Book 498, at Page 329 of official records of Millard County;

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29.Grant of Easements, dated February 23, 2009, by and between KMJA, LLC, a Utah limited liability company as Grantor and the Project Company as Grantee, recorded February 26, 2009, as Entry No. 00168824, in Book 499, at Page 093 of official records of Millard County;

30.Easement No. 1280, by and between SITLA as Grantor and the Project Company as Grantee, dated October 2008, recorded February 26, 2009, as Entry No. 00168809, in Book 499, at Page 28 of official records of Millard County, and recorded March 2, 2009, as Entry No. 239159, in Book 432, at Page 536 of official records of Beaver County;

31.Right-of-Way Grant/Temporary Use Permit Serial Number UTU-82972, dated effective as of April 13, 2009, by and between United Stated Department of Interior Bureau of Land Management (“US BLM”) and the Project Company, recorded April 23, 2009, as Entry No. 00169394, in Book 501, at Page 883 of official records of Millard County and recorded April 23, 2009, as Entry 239576, in Book 434, at Page 155 of official records of Beaver County;

32.Right-of-Way Grant/Temporary Use Permit Serial Number UTU-82973, dated effective as of April 13, 2009, by and between US BLM and the Project Company, recorded April 23, 2009, as Entry No. 00169395, in Book 501, at Page 893 of official records of Millard County, and recorded April 23, 2009, as Entry No. 239577, in Book 434, at Page 163 of official records of Beaver County;

33.Right-of-Way Grant/Temporary Use Permit Serial Number UTU-82973-01, by and between US BLM and the Project Company, dated effective as of April 13, 2009, recorded April 23, 2009, as Entry No. 00169396, in Book 502, at Page 001 of official records of Millard County, and recorded April 23, 2009, as Entry No. 239578, in Book 434, at Page 192 of official records of Beaver County;

34.Millard County Planning and Zoning Commission Conditional Use Permit No. Z-2008-012, dated September 5, 2008, and recorded December 23, 2008 as Entry No. 00168212, in Book 496, at Page 572 of official records of Millard County;

35.Beaver County Conditional Use Permit No. 2006-06, Amended, dated March 16, 2009;

36.Right of Entry Agreement No. 5193, dated June 27, 2008, between State of Utah through SITLA as Permittor, and the Project Company as Permittee, as amended by that certain Amendment No. 1 to Right of Entry dated April 22, 2009. A Memorandum of Right of Entry was recorded April 23, 2009, as Entry No. 00169397, in Book 502, at Page 029 of official records of Millard County;

37.Right-of-Way Notice to Proceed authorized by US BLM to the Project Company as Holder, dated April 13, 2009;

38.Wireline Crossing Agreement, dated July 31, 2008, by and between Union Pacific Railroad Company, a Delaware corporation, as Licensor, and the Project Company as Licensee;

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39.Water Right Lease Agreement, between Circle Four as Lessor and the Project Company as Lessee, effective as of September 25, 2008. An Order of the Utah State Engineer for Temporary Change Application No. 71-3222 (t34873) was approved October 2, 2008;

40.Amended and Restated Water Right Lease Agreement, between Circle Four as Lessor and the Project Company as Lessee, effective as of September 25, 2008 and executed as of April 22, 2009. A Memorandum of Lease was recorded April 23, 2009, as Entry No. 00169398, in Book 502, at Page 035 of official records of Millard County;

41.Water Right Lease Agreement, between Circle Four as Lessor and the Project Company as Lessee, effective as of June 1, 2009 and executed as of June 1, 2009. An Order of the Utah State Engineer for Temporary Change Application No. 71-3222 (t35616) was approved June 1, 2009;

42.Water Right Lease Agreement, between Circle Four as Lessor and the Project Company as Lessee, effective as of September 2, 2009 and executed as of September 2, 2009. An Order of the Utah State Engineer for Temporary Change Application No. 71-3222 (t35858) was approved August 27, 2009;

43.Fee simple interest in land conveyed to Project Company via General Warranty Deed dated October 23, 2008, recorded December 22, 2008, as Entry No. 238608, in Book 430, at Page 442 of official records of Beaver County.

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Schedule 3.1(u) to Equity Contribution and Purchase Agreement

Material Contracts

1.Generator Interconnection Agreement, dated as of May 7, 2008, between Intermountain Power Agency and Milford Wind Corridor Phase I, LLC (the “Project Company”);

2.Credit Agreement, dated April 22, 2009, among the Project Company, the lenders party thereto, The Royal Bank of Scotland plc as Administrative Agent for the lenders thereto, as Collateral Agent to the secured parties thereto and as issuing bank for the letters of credit, RBS Securities Inc. (f/k/a Greenwich Capital Markets Inc.), as lead agent and bookrunner, Banco Espirito Santo De Investmento SA, New York Branch, as syndication agent, joint bookrunner and joint lead arranger, Banco Santander, S.A., New York Branch, BNP Paribas, HSH Nordbank AG, New York Branch, Keybank National Association and Société Générale as co-documentation agents, joint bookrunners and joint lead arrangers, and Cobank, ACB as joint bookrunner and joint lead arranger, as such credit agreement may be amended or restated from time to time;

3.Power Purchase Agreement, dated as of March 16, 2007, by and between Southern California Public Power Authority and the Project Company, as amended by that certain First Amendment to Power Purchase Agreement, dated as of January 16, 2009;

4.General Services Agreement, dated as of April 22, 2009, between First Wind Energy and Power Engineers, Incorporated, an Idaho corporation, as assigned to the Project Company pursuant to the Assignment and Assumption Agreement between First Wind Energy and the Project Company, dated as of April 22, 2009;

5.Balance of Plant Construction Contract, dated as of March 18, 2009, between RMT, Inc., a Wisconsin corporation, and the Project Company, as amended by Change Order No. FW-CO001, dated April 14, 2009, as further amended by Change Order No. FW-CO002, dated May 13, 2009, as further amended by Change Order No. FW-CO003, dated June 18, 2009 and as further amended by Change Order No. FW-CO004, dated June 18, 2009;

6.ABB Switchyard Construction and Installation Agreement, dated as of February 29, 2008, between the Project Company and ABB, Inc., a Delaware corporation , as amended by Change Order No. 1, dated as of April 17, 2009, as amended by Change Order No. 2, dated as of July 29, 2009, and as amended by Change Order No. 3, dated as of August 17, 2009;

7.Motor Carrier Agreement, dated as of December 10, 2008, between the Project Company and ATS Specialized, Inc., d/b/a ATS Wind Energy Services, a Minnesota corporation, as amended by Amendment, dated as of February 4, 2009 and as further amended by Amendment No. 2, dated as of February 10, 2009, as further amended by Amendment No. 3 dated as of June 18, 2009, and as further amended by Amendment No. 4, dated as of September 10, 2009;

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8.Project O&M Agreement, dated as of April 22, 2009, between the Project Company and First Wind O & M, LLC (“First Wind O & M”);

9.Operations Support Agreement, dated as of March 15, 2009, between the Project Company and General Electric International Inc., a Delaware corporation;

10.Amended and Restated Turbine Operation, Maintenance and Service Agreement, between First Wind O & M and Clipper Fleet Services, Inc., a Delaware corporation, as amended by Amendment No. 1 to Amended and Restated Turbine Operation, Maintenance and Service Agreement, dated as of April 22, 2009, as assigned to the Project Company pursuant to the Assignment and Assumption Agreement, dated as of April 22, 2009, between First Wind O & M and the Project Company;

11.Amended & Restated Turbine Supply Agreement, between First Wind Acquisition IV, LLC, a Delaware limited liability company (“FWA IV”), and Clipper Turbine Works, Inc., a Delaware corporation (“Clipper Turbine”), dated as of December 31, 2007, as amended by Amendment No. 1 to Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated as of December 30, 2008, and as further amended by Amendment No. 2 to Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated as of April 22, 2009, as assigned to the Project Company pursuant to the Assignment and Assumption Agreement, dated as of April 22, 2009, between FWA IV and the Project Company;

12.Amended & Restated Warranty Agreement, between FWA IV and Clipper Turbine, dated as of December 31, 2007, as amended by Amendment No. 1 to Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated as of December 30, 2008 and as further amended by Amendment No. 2 to Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated as of April 22, 2009, as assigned to the Project Company pursuant to the Assignment and Assumption Agreement, dated as of April 22, 2009, between FWA IV and the Project Company;

13.Contract for the Sale of Power Generation Equipment and Related Services (2008 XLE Turbines), between General Electric Company, a New York corporation (“GE”), and First Wind Acquisition LLC, a Delaware limited liability company, dated as of September 20, 2007, as amended by that External Change Order No. 1 dated April 18, 2008, as amended by that Change Order No. A, dated July 3, 2008, as further amended by that External Change Order No. 2 dated February 27, 2009, as assigned to the Project Company pursuant to the Assignment and Assumption Agreement, dated as of April 22, 2009, between FWA and the Project Company, as further amended by that External Change Order No. 3 dated June 1, 2009, as further amended by that External Change Order No. 4 dated June 1, 2009, and as further amended by that External Change Order No. 5 dated August 21, 2009;

14.Equipment Purchase Agreement, dated as of May 15, 2008, between the Project Company and Alcan Cable, a division of Alcan Products Corporation, a Texas corporation;

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15.Equipment Purchase Agreement (Transformers), between the Project Company and AREVA T&D Inc., a New York corporation (“AREVA”), dated as of November 3, 2008 and effective as of December 3, 2007, as amended by Change Order No. 001, dated as of February 6, 2009;

16.Equipment Purchase Agreement (Breakers), between the Project Company and AREVA, dated as of December 19, 2008 and effective as of March 21, 2008;

17.Equipment Purchase Agreement, dated as of April 2, 2008, between the Project Company and Thomas & Betts Corporation, a Tennessee corporation;

18.Equipment Purchase Agreement, dated November 26, 2008, between the Project Company and Wind Turbine and Energy Cables Corp, a New Jersey corporation;

19.Administrative Services Agreement, dated as of April 22, 2009, between the Project Company and First Wind Energy, LLC;

20.Amended and Restated Special Use Lease Agreement No. 1599A between the State of Utah acting by and through the School and Institutional Trust Lands Administration (“SITLA”) as Lessor, and Milford Wind Corridor Phase I, LLC (the “Project Company”) as Lessee, effective as of April 22, 2009. An Amended and Restated Memorandum of Lease between SITLA and the Project Company was recorded on April 23, 2009, as Entry No. 239580, in Book 434 at Page 237 of official records of Beaver County;

21.Amended and Restated Land Lease Agreement, between Circle Four LLC, a Delaware limited liability company (“Circle Four”), as Lessor and the Project Company, effective as of February 22, 2007 and executed as of April 22, 2009. An Amended and Restated Memorandum of Lease was recorded April 23, 2009, as Entry No. 239581, in Book 434, at Page 245 of official records of Beaver County;

22.Amended and Restated Water Right Lease Agreement, between Circle Four as Lessor and the Project Company as Lessee, effective as of September 25, 2008 and executed as of April 22, 2009. A Memorandum of Lease was recorded April 23, 2009, as Entry No. 00169398, in Book 502, at Page 035 of official records of Millard County;

23.Land Lease Agreement, dated August 22, 2008, between Quick Financial Management Group, Inc., a Nevada corporation as Lessor, and the Project Company as Lessee. A Memorandum of Lease was recorded on October 21, 2008 as Entry No. 238180, in Book 428, at Page 823 in official records, Beaver County;

24.Land Lease Agreement, dated September 23, 2008, between Victor Esworthy, as Lessor and the Project Company as Lessee. A Memorandum of Lease was recorded on October 21, 2008 as Entry No. 238179, in Book 428, at Page 819 in official records, Beaver County;

25.Land Lease Agreement, dated May 14, 2008, between Unitarian Universalist Service Committee, Inc., a Massachusetts not-for-profit corporation also known as Unitarian Universalist Service Committee, as Lessor, and the Project Company as Lessee as

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amended by that certain First Amendment to Land Lease, dated May 14, 2008. A Memorandum of Lease was recorded on May 23, 2008 as Entry No. 236658, in Book 422, at Page 209 in official records, Beaver County, Utah. A First Amendment to Memorandum of Lease Agreement was recorded on October 21, 2008, as Entry No. 238181, in Book 428, at Page 827 in official records, Beaver County;

26.Land Lease Agreement, dated April 14, 2008, between Neil M. Bradshaw, as Lessor, and the Project Company as Lessee. A Memorandum of Lease was recorded on May 7, 2008 as Entry No. 236548, in Book 421, at Page 669 in official records, Beaver County;

27.Land Lease, dated August 22, 2007, between Scott J. Yardley, as Lessor and the Project Company as Lessee. A Memorandum of Lease was recorded September 19, 2007, as Entry No. 233722, in Book 412, at Page 456 in official records, Beaver County;

28.Land Lease Agreement, dated February 19, 2008, between A. Darrell Yardley and General G. Yardley, trustees or successor trustees of the Yardley Family Trust, as Lessor, and the Project Company as Lessee. A Memorandum of Lease was recorded on March 14, 2008 as Entry No. 236099, in Book 419, at Page 789 in official records, Beaver County;

29.Lease, dated April 22, 2009, by and between Milford Wind Corridor, LLC, as Lessor, and the Project Company, as Lessee. A Memorandum of Lease was recorded on April 23, 2009, as Entry No. 239582, in Book 434, at Page 255 of official records of Beaver County;

30.Right-of-Way Grant/Temporary Use Permit Serial Number UTU-82972, dated effective as of April 13, 2009, by and between United Stated Department of Interior Bureau of Land Management and the Project Company, recorded April 23, 2009, as Entry No. 00169394, in Book 501, at Page 883 of official records of Millard County and recorded April 23, 2009, as Entry 239576, in Book 434, at Page 155 of official records of Beaver County.

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Schedule 3.1(x) to Equity Contribution and Purchase Agreement

Affiliate Transactions

Terms used but not defined herein are as defined in the Contribution Agreement.

1.Project O&M Agreement, dated as of April 22, 2009, between the Project Company and First Wind O & M, LLC;

2.The Administrative Services Agreement;

3.Lease, dated April 22, 2009, by and between Milford Wind Corridor, LLC, as Lessor, and the Project Company, as Lessee; and

4.The Management Services Agreement to be executed upon the Initial Closing Date in substantially the form of Exhibit C hereto.

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EX-10.30

Exhibit 10.30

EXECUTION COPY

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

MILFORD WIND PARTNERS, LLC

dated as of September 28, 2009

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	3
Section 1.1.	Definitions	3
ARTICLE II	CONTINUATION; OFFICES; TERM	3
Section 2.1.	Continuation of the Company	3
Section 2.2.	Name, Office and Registered Agent	3
Section 2.3.	Purpose	3
Section 2.4.	Term	4
Section 2.5.	Organizational and Fictitious Name Filings; Preservation of Limited Liability	4
Section 2.6.	No Partnership Intended	4
ARTICLE III	RIGHTS AND OBLIGATIONS OF THE MEMBERS	4
Section 3.1.	Membership Interests	4
Section 3.2.	Actions by the Members	5
Section 3.3.	Management Rights	7
Section 3.4.	Other Activities	7
Section 3.5.	No Right to Withdraw	12
Section 3.6.	Limitation of Liability of Members	12
Section 3.7.	Liability for Deficits	14
Section 3.8.	Company Property	14
Section 3.9.	Retirement, Resignation, Expulsion, Incompetency, Bankruptcy or Dissolution of a Member	14
Section 3.10.	Withdrawal of Capital	14
Section 3.11.	Representations and Warranties	15
Section 3.12.	Covenants	16
Section 3.13.	Cash Flow Prior to the Second Equity Capital Contribution Date	17
Section 3.14.	Matters Pertaining to the Cash Grant	17
Section 3.15.	Separateness	19
ARTICLE IV	CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS	21
Section 4.1.	Capital Contributions	21
Section 4.2.	Capital Accounts	21
Section 4.3.	Working Capital Loans; Letter of Credit Reimbursement Obligations	23
ARTICLE V	ALLOCATIONS	25

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Section 5.1.	Allocations	25
Section 5.2.	Adjustments	26
Section 5.3.	Tax Allocations	27
Section 5.4.	Transfer or Change in Company Interest	28
Section 5.5.	Timing of Allocations	29
ARTICLE VI	DISTRIBUTIONS	29
Section 6.1.	Special Distributions	29
Section 6.2.	Distribution of Distributable Cash	30
Section 6.3.	Withholding Taxes	32
Section 6.4.	Limitation upon Distributions	33
Section 6.5.	No Return of Distributions	33
Section 6.6.	Calculation of Calculated Amount	33
Section 6.7.	Compelling Distributions	36
Section 6.8.	Satisfaction of Certain Recapture-Related Obligations of the Class A Members to the Class B Members	37
Section 6.9.	Satisfaction of Certain Recapture-Related Obligations of the Class B Members to the Class A Members	37
ARTICLE VII	ACCOUNTING AND RECORDS	38
Section 7.1.	Reports	38
Section 7.2.	Books and Records and Inspection	40
Section 7.3.	Bank Accounts, Notes and Drafts	42
Section 7.4.	Partnership Status and Tax Elections	42
Section 7.5.	Company Tax Returns	43
Section 7.6.	Tax Audits	44
Section 7.7.	Cooperation	46
ARTICLE VIII	MANAGEMENT	47
Section 8.1.	Management	47
Section 8.2.	Managing Member	47
Section 8.3.	Major Decisions	49
Section 8.4.	Insurance	49
Section 8.5.	Actions in Respect of the Existing Financing	50
ARTICLE IX	TRANSFERS	51
Section 9.1.	Prohibited Transfers	51
Section 9.2.	Conditions Applicable to All Transfers	51
Section 9.3.	Certain Permitted Transfers	54
Section 9.4.	Upstream Reorganizations	54
Section 9.5.	Purchase/Call Option	55

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Section 9.6.	Termination Purchase Option	57
Section 9.7.	Buyout Events	59
Section 9.8.	Regulatory and Other Authorizations and Consents	61
Section 9.9.	Admission	62
Section 9.10.	Security Interest Consent	63
ARTICLE X	DISSOLUTION AND WINDING-UP	63
Section 10.1.	Events of Dissolution	63
Section 10.2.	Distribution of Assets	63
Section 10.3.	In-Kind Distributions	65
Section 10.4.	Certificate of Cancellation	65
ARTICLE XI	GENERAL INDEMNITY	66
Section 11.1.	Indemnification by the Members	66
Section 11.2.	Indemnification of Members by the Company	66
Section 11.3.	Procedures for Indemnity Obligation	67
Section 11.4.	Member Indemnification Procedures	68
Section 11.5.	Gross-Up of Indemnity	70
ARTICLE XII	MISCELLANEOUS	71
Section 12.1.	Notices	71
Section 12.2.	Amendment	71
Section 12.3.	Partition	71
Section 12.4.	Waivers and Modifications	71
Section 12.5.	Severability	72
Section 12.6.	Successors; No Third-Party Beneficiaries	72
Section 12.7.	Entire Agreement	72
Section 12.8.	Governing Law	72
Section 12.9.	Further Assurances	73
Section 12.10.	Counterparts	73
Section 12.11.	Dispute Resolution	73
Section 12.12.	Confidentiality	74
Section 12.13.	Joint Efforts	76
Section 12.14.	Specific Performance	76
Section 12.15.	Survival	76
Section 12.16.	Effective Date	76
Section 12.17.	Recourse Only to Member	76

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ANNEX I	Definitions
ANNEX II	Membership Interests

SCHEDULES
Schedule 3.4(a)	Project Site
Schedule 4.2(d)	Initial Capital Account
Schedule 8.2(b)	Required Reserves
Schedule 8.4	Insurance
Schedule 9	Transfer Representations and Warranties
Schedule 10	Shared Facilities Plan
EXHIBITS
Exhibit A	Form of Certificate for Class A Membership Interest
Exhibit B	Form of Certificate for Class B Membership Interest
Exhibit C	Form of Working Capital Revolving Loan Note
Exhibit D	Form of MWCI Operating Agreement
Exhibit E	Form of Project Company Operating Agreement

iv

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

MILFORD WIND PARTNERS, LLC

This First Amended and Restated Limited Liability Company Agreement (this “Company LLC Agreement”) of Milford Wind Partners, LLC, a Delaware limited liability company (the “Company”), dated as of September 28, 2009 (the “Effective Date”), is made and entered into by and between Milford NHC, LLC, a Delaware limited liability company (“NHC”) and Stanton Equity Trading Delaware LLC, a Delaware limited liability company (“Stanton” or the “Initial Non-Affiliated Class B Member”).

Preliminary Statements

WHEREAS, on August 27, 2009, Milford Wind Corridor LLC, a Delaware limited liability company (“Milford”) formed Milford Wind Holdings, LLC, a Delaware limited liability company (the “Holdings”), as a wholly-owned subsidiary of Milford, and Holdings formed NHC, as a wholly-owned subsidiary of Holdings;

WHEREAS, the Company was formed by virtue of its certificate of formation filed with the Secretary of State of the State of Delaware on August 27, 2009 (the “Certificate of Formation”), and is governed by the Limited Liability Company Agreement of the Company, dated as of August 27, 2009, by Holdings and NHC as the members of the Company (the “Original Operating Agreement”);

WHEREAS, under the Original Operating Agreement, Holdings owned 100% of the Class B Membership Interests (as defined below) and NHC owned 100% of the Class A Membership Interests (as defined below).

WHEREAS, MWCI Holdings, LLC, a Delaware limited liability company (“MWCI”) owns 100% of the membership interests in Milford Wind Corridor Phase I, LLC (the “Project Company”). The Project Company owns and is developing the Project;

WHEREAS, on August 31, 2009, Milford contributed one hundred percent (100%) of the ownership interests in MWCI to Holdings and Holdings then contributed one hundred percent (100%) of the ownership interests in MWCI to NHC.

WHEREAS, pursuant to the Equity Contribution and Purchase Agreement among NHC, the Company and Stanton, dated as of September 28, 2009 (the

“Contribution Agreement”), (a) Stanton agreed with Holdings to purchase from Holdings the Class B Membership Interests and agreed with NHC to make an Initial Equity Capital Contribution to the Company on the Initial Closing Date on the terms and conditions provided in the Contribution Agreement and (b) NHC agreed to contribute one hundred percent (100%) of the ownership interests in MWCI on the Initial Closing Date;

WHEREAS, pursuant to the Contribution Agreement, Stanton has agreed to make the Second Equity Contribution Amount on the Second Equity Contribution Date subject to the satisfaction or waiver of certain conditions precedent;

WHEREAS, pursuant to the Contribution Agreement, Stanton has agreed, if necessary, to make the Third Equity Contribution Amount on the Third Equity Contribution Date subject to the satisfaction or waiver of certain conditions precedent; and

WHEREAS, NHC and Stanton each desire for Stanton to be admitted as a Member of the Company as of the Initial Closing Date and for the Original Operating Agreement to be amended and restated as stated herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, notwithstanding any contrary provision of the Original Operating Agreement or this Company LLC Agreement, effective as of the Initial Closing Date (as defined below), that:

A.the sale by Holdings of the Class B Membership Interests to the Initial Non-Affiliated Class B Member pursuant to the Contribution Agreement is approved;

B.the Initial Non-Affiliated Class B Member is admitted as a Member of the Company, holding all of the outstanding Class B Membership Interests in the Company;

C.NHC continues as a Member of the Company, holding all of the outstanding Class A Membership Interests (as defined below) in the Company;

D. the Initial Non-Affiliated Class B Member and NHC are the sole Members of the Company; and

E. the Original Operating Agreement is amended and restated in its entirety as described herein.

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ARTICLE I

DEFINITIONS

Section 1.1.Definitions. Capitalized terms used but not otherwise defined in this Company LLC Agreement have the meanings given to such terms in Annex I.

ARTICLE II

CONTINUATION; OFFICES; TERM

Section 2.1. Continuation of the Company. The Members hereby acknowledge the continuation of the Company as a limited liability company pursuant to the Act, the Certificate of Formation and this Company LLC Agreement.

Section 2.2.Name, Office and Registered Agent.

(a)The name of the Company shall be “Milford Wind Partners, LLC” or such other name or names the Managing Member may select and promptly notify to the other Members. The principal office of the Company shall be located at c/o First Wind Energy, LLC, 85 Wells Ave., Suite 305, Newton, Massachusetts 02459. The Managing Member may change the location of the principal office of the Company to another location, provided that the Managing Member gives prompt written notice of any such change to the registered agent of the Company and all Members.

(b)The registered office of the Company in the State of Delaware is located at c/o CT Corp, 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process at such address is CT Corp. The registered office and registered agent may be changed by the Managing Member at any time in accordance with the Act provided that the Managing Member gives prompt written notice of any such change to all Members. The registered agent’s primary duty as such is to forward to the Company at its principal office and place of business any notice that is served on it as registered agent.

Section 2.3.Purpose. The nature of the business or purpose to be conducted or promoted by the Company is: (i) to acquire, own, hold or dispose of the membership interests in MWCI and indirectly the membership interests in the Project Company and the Project; (ii) to engage in the transactions contemplated by the Transaction Documents; (iii) to engage, through subsidiaries, in the business of generating and supplying electricity from wind farms, and (iv) to engage in any lawful act or activity, enter into any agreement and to exercise any powers permitted to limited liability companies organized under the Act in each case that are incidental to or necessary, suitable or convenient for the accomplishment of the purposes specified above.

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Section 2.4.Term. The term of the Company commenced on August 27, 2009, and shall continue until such date that the Company is dissolved in accordance with the terms hereof or as otherwise provided by law (the “LLC Agreement Termination Date”).

Section 2.5.Organizational and Fictitious Name Filings; Preservation of Limited Liability. The Managing Member shall cause the Company to register as a foreign limited liability company and file such fictitious or trade names, statements or certificates in such jurisdictions and offices as are necessary or appropriate for the conduct of the Company’s operation of its business. The Managing Member may take any and all other actions as may be reasonably necessary or appropriate to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of Delaware and any other state or jurisdiction other than Delaware in which the Company engages in business and continue the Company as a limited liability company and to protect the limited liability of the Members as contemplated by the Act.

Section 2.6.No Partnership Intended. The Members intend that the Company not be a partnership, limited partnership, joint venture or other arrangement other than for tax purposes under the Code, the applicable Treasury Regulations and any state, municipal or other income tax law or regulation, and this Company LLC Agreement shall not be construed to suggest otherwise.

ARTICLE III

RIGHTS AND OBLIGATIONS OF THE MEMBERS

Section 3.1.Membership Interests.

(a)The Membership Interests comprise 951 Class A Membership Interests and 49 Class B Membership Interests, all of which are issued and outstanding. The holders of the outstanding Membership Interests are set forth on Annex II to this Company LLC Agreement. The Manager shall periodically update Annex II from time to time to reflect any change in the ownership of the Membership Interest resulting from the issuance, redemption or transfer of Membership Interests in accordance with this Company LLC Agreement.

(b)The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Company LLC Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Applicable Law; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Manager to

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maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Manager to make, upon compliance with the provisions of ARTICLE IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with ARTICLE IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property.

(c)The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Company LLC Agreement, except that the Manager may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Company LLC Agreement.

(d)If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in ARTICLE IX, the transferor shall automatically cease to be a Member.

Section 3.2.Actions by the Members.

(a)Except as otherwise permitted by this Company LLC Agreement (including Section 3.2(e)), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason without further action by the Managing Member and, in the alternative, shall be called by the Managing Member within 10 days following the written request of a Member. The Members may conduct any Company business at any meeting that is permitted under the Act or this Company LLC Agreement, whether such meeting is called by the Managing Member or by any Member. All meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member.

(b)Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

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(c)The presence in person or by proxy of Members owning more than 50 percent of the aggregate Class A Membership Interests and more than 50 percent of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members provided, that in the event a quorum is not present or otherwise represented at a meeting of the Members duly called in accordance with this Section 3.2(c), the Members present at such a meeting shall have the power to adjourn such meeting and to call another meeting no fewer than 10 days nor more than 15 days from such meeting (and notice thereof shall be promptly provided to all Members by the Managing Member (and the Members present at such second meeting shall be deemed to constitute a quorum). For the avoidance of doubt, no Major Decision shall be agreed at any meeting, or otherwise taken, without a Class Majority Vote.

(d)Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing Member or of the Member calling such meeting, to each Member of record entitled to vote at such meeting not less than 5 Business Days nor more than 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy.

(e)Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Company LLC Agreement. The Members may conduct any Company business or take any action required of Members under this Company LLC Agreement through written consent. Where action is authorized by written consent no prior notice is required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent shall be sent promptly to all Members and all actions by written consent shall be filed with the minute books of the Company.

(f)Each Class A Membership Interest and each Class B Membership Interest shall be entitled to one vote for purposes of any vote, consent or approval of Members required under this Company LLC Agreement or the Act. With respect to those matters required or permitted to be voted upon by the Members, or for which a consent or approval of Members is required or permitted, the affirmative vote, consent or approval of Members owning more than 50 percent of the outstanding Membership Interests (the “Majority Vote”) shall be required to authorize or approve any such matter; provided that for Major Decisions (such term being used as defined prior to, or following, the Flip Date, as the case may be) the affirmative vote, consent or approval of Members owning more than 50 percent of each of the outstanding Class A Membership Interests of the Company and the outstanding Class B Membership Interests of the Company, voting as separate classes, shall be required to authorize or approve such Major Decision in

6

addition to any other approval required by this Company LLC Agreement or the Act (a “Class Majority Vote”). Prior to the Second Equity Capital Contribution, the consent of a Class B Member with respect to a requested Major Decision shall not be unreasonably withheld. Except for a Class Majority Vote or as otherwise expressly provided in this Company LLC Agreement, no separate vote, consent or approval of either Class A Members, acting as a class, or Class B Members, acting as a class, shall be required to authorize or approve any matter for which a vote, consent or approval of Members is required under this Company LLC Agreement.

Section 3.3.Management Rights. No Member other than the Managing Member shall have any right, power or authority to take part in the management or control of the business of, or transact any business for, the Company, to sign for or on behalf of the Company or to bind the Company in any manner whatsoever. Except as otherwise provided herein, the Managing Member shall not hold out or represent to any third party that any other Member has any such power or right or that any Member is anything other than a member in the Company. A Member shall not be deemed to be participating in the control of the business of the Company by virtue of its possessing or exercising any rights set forth in this Company LLC Agreement or the Act.

Section 3.4.Other Activities.

(a)Notwithstanding any duty otherwise existing at law or in equity, but subject to the express provisions of Section 3.4(b), any Member or the Manager may engage in or possess an interest in other business ventures of every nature and description, independently or with others, even if such activities compete directly with the business of the Company, and neither the Company nor any of the Members shall have any rights by virtue of this Company LLC Agreement in and to such independent ventures or any income, profits or property derived from them, including the development of additional wind projects in the areas around the Project site described in Schedule 3.4(a). Without limiting the generality of the foregoing, the Members recognize and agree that they and their respective Affiliates currently engage in certain activities involving the generation, transmission, distribution, marketing and trading of electricity and other energy products (including futures, options, swaps, exchanges of future positions for physical deliveries and commodity trading), and the gathering, processing, storage and transportation of such products, as well as other commercial activities related to such products, and that these and other activities by Members and their Affiliates (herein referred to as “Outside Activities”) may be made possible or more profitable by reason of the Company’s activities. The Members agree that, subject to the express provisions of Section 3.4(b), (i) no Member or Affiliate of a Member shall be restricted in its right to conduct, individually or jointly with others, for its own account any Outside Activities, and (ii) no Member or its Affiliates shall have any duty or obligation, express or implied, to account to, or to share the results or profits of such

7

Outside Activities with, the Company, any other Member or any Affiliate of any other Member, by reason of such Outside Activities. Notwithstanding the provisions of this Section 3.4, the provisions of this Section 3.4 shall in no way waive a Member’s obligations under the other provisions of this Company LLC Agreement.

(b)The Members and the Company agree that Sponsor and its Affiliates have the right to build additional wind projects (each, an “Expansion Project”) in the areas around the Project site described in Schedule 3.4(a), subject to the procedures set forth in this Section 3.4(b):

(i)Prior to, the commencement of work under any contract for the erection of turbines on site for any Expansion Project, the Class A Members shall cause the Expansion Parties to promptly deliver to the Members at the cost of the Expansion Parties (A) if the Expansion Project (other than Phase II) is located within 50 rotor diameters of the closest Turbine of the Project, a wind study to be performed by a nationally recognized wind consultant reasonably acceptable to the Class B Members holding a majority of the Class B Membership Interests, which wind study shall be sufficient to allow the Independent Engineer to analyze and determine, on a preliminary basis, the Expansion Project Effect, and (B) in the case of an Expansion Project other than Phase II that utilizes the Gen Lead Substation Assets and Transmission Line Assets, a system impact study from a nationally recognized power transmission consultant reasonably acceptable to the Class B Members holding a majority of Class B Membership Interests, which system impact study shall be sufficient to allow the Independent Engineer to calculate and determine the detriment to the Project from the loss of capacity to the Project resulting from such use of the Gen Lead Substation Assets and Transmission Assets (the “Transmission Effect”). The Managing Member or shall cause the Manager to, in conjunction with the Independent Engineer, aggregate the Expansion Project Effect and Transmission Project Effect and shall or shall cause the Manager to re-run the Base Case Model, changing only the assumptions necessary to give effect to the aggregate of the Expansion Project Effect and Transmission Effect (such model, the “Preliminary Comparison Model”). The Preliminary Comparison Model shall be compared to the Base Case Model and the detriment, if any, resulting from such aggregate of the Expansion Project Effect and the Transmission Project Effect demonstrated by the comparison shall be expressed as the present value of the financial reduction in the Project’s gross revenues through at least the twentieth (20th) year following Commercial Operation calculated using a present value discount rate of *****% (the “Preliminary Cash Adjustment”). The Managing Member shall, or shall cause the Manager to, promptly present to the Company and the Members the determination of the Preliminary Cash Adjustment, together with the calculations relating thereto. If the Preliminary Cash Adjustment shows a decrease in net

8

present value of less than 1%, no Preliminary Cash Adjustment payment shall be required to be made and no further action shall be required under this Section 3.4(b)(i). If the Preliminary Cash Adjustment shows a decrease in net present value of 1% or greater, the Managing Member shall, or shall cause the Manager to, notify the Expansion Parties to promptly pay the amount of such Preliminary Cash Adjustment (the “Preliminary Cash Adjustment Payment”) to the Company; provided, however, that the Managing Member shall, or shall cause the Manager to, segregate such Preliminary Cash Adjustment Payment when received by the Company from the other revenues of the Company pending the determination of the Final Cash Adjustment in accordance with Section 3.4(b)(iii).

(ii)If the event that the Expansion Project is Phase II, prior to the transfer of any Gen Lead Substation Assets and Transmission Assets to the Expansion Party undertaking Phase II, the Class A Member shall provide written confirmation as to whether or not the use of the Shared Facilities by Phase II will be in accordance with the Shared Facilities Plan and, if not, setting forth the proposed changes to the Shared Facilities Plan.

(iii)Upon completion of the construction of any Expansion Project (other than Phase II), the Managing Member shall, or shall cause the Manager to, cause the Independent Engineer to calculate, on a final basis, the Expansion Project Effect (for any such Expansion Project within 50 rotor diameter of the closest Turbine of the Project) and the Transmission Effect (for any such Expansion Project that utilizes the Gen Lead Substation Assets and Transmission Assets). The Managing Member shall, or shall cause the Manager to, in conjunction with the Independent Engineer, aggregate the final Expansion Project Effect and final Transmission Project Effect and shall, or shall cause the Manager to, re-run the Base Case Model, changing only the assumptions necessary to give effect to the aggregate of the final Expansion Project Effect and final Transmission Effect and the final design and construction timetable (including changes in the projected operations date) (the “Final Comparison Model”). The Final Comparison Model shall be compared to the Base Case Model and the result of the comparison shall be used to determine on a final basis the detriment (if any) to the Company, expressed as the present value of the financial reduction in the Project’s gross revenues through at least the twentieth (20th) year following Commercial Operation calculated using a present value discount rate of *****%. Such amount (if any) shall be the (the “Final Cash Adjustment”). If the Final Cash Adjustment shows a decrease in net present value of less than 1%, the Final Cash Adjustment shall be deemed to be zero. The Managing Member shall, or shall cause the Manager to, promptly determine the difference between the Final Cash Adjustment and the Preliminary Cash Adjustment Payment and present such information, together with the calculation of the Final Cash Adjustment, to the

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Company and the Members. If the difference between the Final Cash Adjustment and the Preliminary Cash Adjustment Payment is positive, the Managing Member shall, or shall cause the Manager to, notify the Expansion Parties to promptly pay the amount of such positive amount to the Company. If such difference is negative, the Managing Member shall, or shall cause the Manager to, promptly pay the absolute value of such negative amount to the Expansion Parties by withdrawing such amount from the segregated Preliminary Cash Adjustment Payment.

(iv)Notwithstanding anything to the contrary in this Company LLC Agreement, the Class B Members holding a majority of the Class B Membership Interests may dispute or disagree with the Preliminary Cash Adjustment or Final Cash Adjustment and any underlying calculation relating thereto by providing written notice to the Class A Members within 15 Business Days of any of the Preliminary Cash Adjustment or Final Cash Adjustment being presented to the Company and the Members. In the event of such a written notice, the matter under dispute will be resolved in accordance with the dispute resolution procedures in Section 12.11. Prior to the resolution of any such dispute, the implementation of the applicable Expansion Project may proceed in accordance with the other terms and conditions of this Company LLC Agreement as if the Preliminary Cash Adjustment or Final Cash Adjustment or underlying calculations thereto had not been disputed; provided, however, that upon the resolution of the applicable dispute pursuant to Section 12.11, the Preliminary Cash Adjustment or the Final Cash Adjustment, as the case may be, (and related underlying calculations that were under dispute) shall be adjusted as necessary to give effect to such dispute’s resolution. For the avoidance of doubt, if the Class B Members do not provide written notice to the Class A Members of their decision to dispute or disagree with the Preliminary Cash Adjustment or Final Cash Adjustment within 15 Business Days of such Preliminary Cash Adjustment or Final Cash Adjustment being presented to the Company and the Members, the Class B Members shall be deemed to have confirmed the Preliminary Cash Adjustment or Final Cash Adjustment and the implementation of the applicable Expansion Project may proceed on such a basis.

(v)Should an Expansion Project other than Phase II utilize the Gen Lead Substation Assets and Transmission Line Assets, the Managing Member shall cause the Company to enter into a transmission agreement with the Expansion Parties developing such Expansion Project that will provide for compensation to the Company for the Transmission Effect in accordance with the procedures set forth in Section 3.4(b)(i) and Section 3.4(b)(iii).

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(vi)For purposes of this Company LLC Agreement, under no circumstances shall any assumptions in the Base Case Model pursuant to this Section 3.4(b) be modified to reflect the historical performance of the Project.

(c)The Members further agree that each Expansion Party shall be a third-party beneficiary of Section 3.4(b) and shall have the right to enforce the provisions of Section 3.4(b) against the Members or the Company only to the extent such Expansion Party is seeking to defend a claim or to obtain relief with respect to any action of the Company or the Members in contravention of Section 3.4(b) that seek to hinder or prevent or otherwise interfere with the rights of the Expansion Parties to develop the Expansion Projects; provided that a Member shall only be liable with respect to actions taken by such Member in contravention of Section 3.4(b) and shall not be liable for the actions or inactions by any other Member or the Company.

(d)Prior to the commencement of construction work to erect any turbines on site for any Expansion Project (other than Phase II) that is within 50 rotor diameters of the closest Turbine of the Project, or the permitting by the applicable Expansion Party of the filing of any lien, security interest or other encumbrance against any such Expansion Project, the Class A Member will cause the Expansion Party owning such Expansion Project and the Project Company to execute (1) an agreement which obligates such Expansion Party to pay to the Project Company any Preliminary Cash Adjustment and any Final Cash Adjustment as provided in Section 3.4(b), which agreement will run with and burden such Expansion Project and run with and benefit the Project and (2) a memorandum of such agreement to be placed of record in the counties in which such Expansion Project and the Project are located.

(e)To the extent any Expansion Project will use any Shared Facilities, the Class A Member will cause the Expansion Party owning such Expansion Project and the Project Company to execute an agreement(s) governing the shared use of such Shared Facilities, (1) which agreement(s) shall be substantially consistent with the Shared Facilities Plan and (2) which agreement(s) will run with, benefit and burden such Expansion Project and run with, benefit and burden the Project and (3) which agreement(s) (or a memorandum thereof) will be placed of record in the counties in which such Expansion Project and the Project are located. To the extent that any use of Shared Facilities involves the sale of any interest in such Shared Facilities, the purchase price for such sale shall be paid in a manner consistent with the Shared Facilities Plan. No sale or other conveyance of any Shared Facilities intended to be continued to be used by the Project Company shall be made in a manner which would permit the termination of the Project Company’s rights to use such Shared Facilities except upon a default by the Project Company under any agreement for the shared use of such Shared Facilities.

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Section 3.5. No Right to Withdraw. Except in the case of Transfers in accordance with ARTICLE IX, no Member shall have any right to resign voluntarily or otherwise withdraw from the Company without the prior written consent of each of the remaining Members of the Company in their sole and absolute discretion.

Section 3.6.Limitation of Liability of Members.

(a)Anything in this Company LLC Agreement to the contrary notwithstanding, the Managing Member does not guarantee any tax credits or Cash Grant or any outcome or event or that the Company will in fact comply with any applicable legal or contractual obligation; provided that this Section 3.6(a) does not release the Managing Member from its obligation to perform in accordance with the terms of this Company LLC Agreement, and the Managing Member shall be required to perform its duties and obligations hereunder (i) in instances not involving the direct or indirect operation and management of the Project and the Company, in good faith and in a manner reasonably believed to be in the best interest of the Company and (ii) in accordance with the Prudent Operator Standard. The Members shall be required to perform their duties and obligations hereunder in good faith.

(b)Each Member’s liability shall be limited as described in the Act and other Applicable Law. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Members of the Company shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member of the Company. In respect of any specific matter or circumstance requiring interpretation, application, or enforcement of Material Contracts, the Managing Member may rely on the advice of legal counsel and qualified industry consultants engaged to advise the Managing Member or the Company with respect to such matter or circumstance. The Managing Member shall have no liability to the Company or any Member in respect of any election made in good faith pursuant to Section 7.4. In no event shall any Member be liable under this Company LLC Agreement to another Member for any consequential, punitive, special or incidental damages (including lost profits) incurred by, such Member arising from a breach of this Company LLC Agreement; provided that this limitation shall in no way limit any such liability of a Member under any other Transaction Document.

(c)Each of the Members shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is a Member, the Manager or any officer or employee of the Company, or by any other individual as to matters that such Member reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and

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amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid.

(d)To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwise, has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member or other Person bound by this Company LLC Agreement, such Member, acting under this Company LLC Agreement shall not be liable to the Company or to any Member or other Person bound by this Company LLC Agreement for its good faith reliance on the provisions of this Company LLC Agreement; provided that this Section 3.6(d) shall not be construed to limit obligations or liabilities therefor, in each case as expressly stated in this Company LLC Agreement or any other Transaction Document. The provisions of this Company LLC Agreement, to the extent that they restrict the duties and liabilities of a Member, in its capacity as a member or manager of the Company otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member.

(e)NHC, in its capacity as a Member, or Managing Member, shall not have any liability for breach of contract (except as provided in (i) or (ii) below) or breach of duties (including fiduciary duties) of a member or manager to the Company or to any other Person that is a party to or is otherwise bound by this Company LLC Agreement, in each case, to the fullest extent permitted by the Act; provided that this Company LLC Agreement shall not limit or eliminate liability for any (i) obligations expressly imposed on NHC, as Member, or Managing Member, pursuant to this Company LLC Agreement or any other Transaction Document or (ii) act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing or gross negligence, willful misconduct or fraud. The Managing Member, in its capacity as the Managing Member, shall have no liability to the Company or to the other Members for actions taken, or decisions not to act taken, with the approval of the Members representing a Class Majority Vote for Major Decisions. The Managing Member shall have no liability resulting from any economic losses, reduced revenues of the Project Company or reduced generation of electricity at the Project resulting solely from the actual level of wind resource available at the Project at any given time. Except with respect to liability resulting from gross negligence, fraud or willful misconduct, NHC, in its capacity as a Member, or Managing Member, shall not have any liability of any kind under this Company LLC Agreement for monetary damages in an amount that, taken together with any amounts it has paid, or may then be required to pay, as indemnification under the Contribution Agreement, would exceed the amount it would be required to pay at such time if such liability under this Company LLC Agreement was a Investor Indemnified Cost (as defined in the Contribution Agreement) and subject to all applicable provisions of ARTICLE 5 of the Contribution Agreement relating to indemnification of

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Investor Indemnified Costs. For the avoidance of doubt, the Parties hereto acknowledge that the provisions of ARTICLE 5 of the Contribution Agreement shall include any amounts that may be payable to an Investor Indemnified Party as a result of a breach of NHC’s obligations and representations hereunder or under any other Transaction Documents and that any such amounts shall constitute “Investor Indemnified Costs.”

(f)NHC, in its capacity as a Member, or Managing Member, shall not have any liability to the Company, any Class B Member or any other Person bound by this Company LLC Agreement for damages resulting from a breach or breaches by (i) the Manager of any of its obligations, covenants or agreements under any Management Services Agreement or the Administrative Services Agreement or (ii) the Operator of any of its obligations, covenants or agreements under any O&M Agreement; provided that this Section 3.6(f) shall not be construed to limit the obligations of the Member or Managing Member to perform in accordance with the terms of this Company LLC Agreement.

Section 3.7. Liability for Deficits. None of the Members shall be liable to the Company for any deficit in its Capital Account, nor shall such deficits be deemed assets of the Company, except to the extent otherwise provided by law with respect to third-party creditors of the Company and except that the Class B Members have agreed to a deficit restoration obligation up to the limit described in Section 10.2(g).

Section 3.8. Company Property. All property owned by the Company, whether real or personal, tangible or intangible and wherever located, shall be deemed to be owned by the Company, and no Member, individually, shall have any ownership of such property.

Section 3.9. Retirement, Resignation, Expulsion, Incompetency, Bankruptcy or Dissolution of a Member. The retirement, resignation, expulsion, Bankruptcy or dissolution of a Member shall not, in and of itself, dissolve the Company. The successors in interest to the bankrupt Member shall, for the purpose of settling the estate, have all of the rights of such Member, including the same rights and subject to the same limitations that such Member would have had under the provisions of this Company LLC Agreement to Transfer its Membership Interest. A successor in interest to a Member shall not become a substituted Member except as provided in this Company LLC Agreement.

Section 3.10.Withdrawal of Capital. No Member shall have the right to withdraw capital from the Company or to receive or demand distributions (except distributions described in ARTICLE VI) or return of its Capital Contributions until the Company is dissolved in accordance with this Company LLC Agreement and applicable

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provisions of the Act. No Member shall be entitled to demand or receive any interest on its Capital Contributions.

Section 3.11.Representations and Warranties.

(a)Each Member hereby represents and warrants to the Company and each other Member that the following statements are true and correct as of the date it becomes a Member (both immediately before and after the time it becomes a Member):

(i)That the Member is duly incorporated, organized or formed (as applicable), validly existing, and in good standing under the law of the jurisdiction of its incorporation, organization or formation; if required by applicable law, that Member is duly qualified and in good standing in the jurisdiction of its principal place of business, if different from its jurisdiction of incorporation, organization or formation; and that the Member has full power and authority to execute and deliver this Company LLC Agreement and to perform its obligations hereunder, and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries, or other applicable Persons necessary for the due authorization, execution, delivery, and performance of this Company LLC Agreement by that Member have been duly taken.

(ii)That the Member has duly executed and delivered this Company LLC Agreement and the other documents contemplated herein, and they constitute the legal, valid and binding obligation of that the Member enforceable against it in accordance with their terms (except as may be limited by Bankruptcy, insolvency or similar Laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity).

(iii)That the Member’s authorization, execution, delivery, and performance of this Company LLC Agreement does not and will not (i) conflict with, or result in a breach, default or violation of, (A) the organizational documents of such Member, (B) any contract or agreement to which that the Member is a party or is otherwise subject, or (C) any law, rule, regulation, order, judgment, decree, writ, injunction or arbitral award to which that the Member is subject, except in the case of clause (B) and clause (C) to the extent that such conflict, breach, default or violation would not reasonably be expected to have a material adverse effect on such Member’s ability to perform its obligations hereunder; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied.

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(iv)That the Member is a “United States person,” as defined in section 7701(a)(30) of the Code, and is not subject to withholding under section 1446 of the Code.

(v)That the Member is not a Tax-Exempt Person.

(vi)No part of the aggregate Capital Contribution made by that Member, constitutes assets of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or other “benefit plan investor” (as defined in U.S. Department of Labor Reg. §§2510.3-101 et seq.) or assets allocated to any insurance company separate account or general account in which any such employee benefit plan or benefit plan investor (or related trust) has any interest.

Section 3.12.Covenants.

(a)Each Member hereby covenants to the Company and each other Member that (i) it will be a “United States person,” as defined in section 7701(a)(30) of the Code, (ii) it will not be subject to withholding under section 1446 of the Code, (iii) it will remain a corporation taxed under subchapter C of the Code throughout the Recapture Period and, (iv) during the Recapture Period, it will not make any express election, agreement or arrangement with any Governmental Authority that would result in the reimbursement or recapture of the Cash Grant.

(b)Each Class A Member hereby covenants to the Company and each other Member that: (i) all electricity produced by the Project Company will be through the use of wind energy from the Project and (ii) no part of the assets of the Company or the Project Company is or will be (A) used predominately outside of the United States or (B) “tax-exempt use property” within the meaning of Section 168(h) of the Code unless the property becomes “tax-exempt use property” due to an act or omission of a Class B Member or as a result of any of the Fixed Tax Assumptions (other than clause (a) thereof) being incorrect or untrue.

(c)Each Member hereby covenants to the Company and each other Member that it shall:

(i)elect to be treated, take all other actions to be treated, and take no actions that would cause it not to be treated as a corporation, or as an association taxable as a corporation, for U.S. federal income tax purposes; and

(ii)not elect to be treated or take any actions that would cause it to be treated as a Tax-Exempt Person; and

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(iii)not, at any time prior to August 31, 2011, permit the Member to be owned by persons that would cause such Member to be treated as a tax-exempt entity within the meaning of section 168(h) of the Code.

Section 3.13. Cash Flow Prior to the Second Equity Capital Contribution Date. (a) The Managing Member hereby covenants to the Company and each other Member that all cash flow generated by the Project Company prior to the Commercial Operation Date shall be for the account of the Project Company and the Managing Member covenants to cause such cash flow to be used to pay construction costs, operating costs or other such costs of the Project Company. Such cash flow will not be required to be distributed by the Project Company.

(b)In the event that any construction costs remain to be paid after the Commercial Operation Date, to the extent that additional disbursements may be requested under the Existing Financing Credit Agreement and any applicable conditions to such disbursement can be satisfied, the Managing Member shall cause the Project Company to request the disbursement of additional loans under the Existing Financing Credit Agreement and use the proceeds of such loans (and not cash flow generated by the Project Company after the Commercial Operation Date) to pay such remaining construction-related costs. If loan proceeds are not available to pay construction costs of the Project after the Commercial Operation Date, cash flow generated by the Project Company will be used to pay such amounts.

(c)Cash flow of the Project Company may be used at any time to cover operating costs of the Project Company regardless of the availability of additional disbursements under the Existing Financing Credit Agreement.

Section 3.14.Matters Pertaining to the Cash Grant.

(a)Prior to the Second Equity Capital Contribution Date or the Third Equity Capital Contribution Date, as applicable, the Managing Member shall provide the Class B Member with (i) the Cost Segregation Report, in accordance with Sections 2.7 and 2.10 of the Contribution Agreement, which Cost Segregation Report will be used by the Members to determine the applicable Estimated Cash Grant Amount, and (ii) the documentation reasonably necessary to calculate the Estimated Cash Grant Amount. Prior to paying any Special Funded Distribution, the Managing Member shall cause the Company to deposit an amount equal to the Holdback Amount for Cash Grant Shortfall into a designated account in the Company’s name. During the 60 day period beginning on the Second Equity Capital Contribution Date, the Managing Member shall: (x) use commercially reasonable efforts to complete and file, or cause to be completed and filed at the Company level (or Project Company level if filing at the Company level is not possible or is reasonably likely to be rejected), the initial Grant Application in a manner

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consistent with the conclusions set forth in the Cost Segregation Report (as such report may be updated as of the date on which the Grant Application is filed), and (y) as soon as commercially reasonable after all the Specified Energy Property that will be included in such Grant Application has been Placed In Service: (A) provide the Accounting Firm the information it needs to issue the Accountant’s Certificate and (B) provide the Independent Engineer or the Turbine Supplier the information it needs to issue a certificate that all such Turbines have been installed, tested and are capable of being used for their intended purposes. To the extent permitted by applicable law (and provided that it would not likely cause the Grant Application to be rejected or materially delayed), the Grant Application will request that the Cash Grant be wired or otherwise sent directly to an escrow account. The Members will cooperate to seek confirmation from the appropriate Governmental Authorities with respect to the ability to have such escrow account established in the name of the Company. To provide for the possibility that the Cash Grant will have to be funded to an account of the Project Company, promptly following the Initial Closing Date, the Managing Member shall use reasonable best efforts (which in no event shall require the expenditure of more than $300,000) to cause the Project Company, at its cost, to cause the Existing Financing lenders and collateral agent to allow the Project Company to establish an escrow account in the name of the Project Company which would not be subject to any lien or security interest or restriction on distribution other than the hereinafter described escrow agreement. Whether or not the escrow account is at the Project Company or Company level, (a) the escrow account shall be at financial institution which is not an affiliate of the Class B Member selected by the Class B Member, (b) the escrow account shall be subject to an escrow agreement in form and substance reasonably acceptable to the Class B Member, the Class A Member, the escrow agent and either the Project Company or the Company, as applicable, which shall provide that upon receipt of any funds in the escrow account, the escrow agent will immediately distribute to the Class B Member an amount up to the Estimated Cash Grant Amount and will distribute any excess over such amount to the Company for distribution in accordance with the provisions of this Company LLC Agreement. Promptly following the filing of any Cash Grant application, the Class B Member and the Project Company or the Company, as applicable, shall notify the Escrow Agent of the Estimated Cash Grant Amount for the next expected Cash Grant. Any distribution made from the escrow account to a Member will be deemed to be a Company distribution for all purposes of this Agreement, including, without limitation, for purposes of maintaining Capital Accounts and determining the Calculated Amount. If the initial Grant Application is not filed within the 60 day period beginning on the Second Equity Capital Contribution Date, (a) the Managing Member shall provide the Class B Member with a written notice explaining the status of the Grant Application, the reason for the delay in filing the Grant Application and the date on which the Managing Member expects the Grant Application to be filed and (b) shall thereafter use its best efforts to get the Grant Application filed as promptly as practicable thereafter.

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(b)At least 10 days prior to filing a Grant Application, the Managing Member shall deliver to the Class B Member a copy of the proposed Grant Application, which shall include the proposed filing date for the Grant Application. The Class B Member shall have the right to raise reasonable objections to the proposed Grant Application within 5 days after the Class B Member’s receipt thereof. If the Class B Member raises any objections to the proposed Grant Application within such 5 day period, the Managing Member and the Class B Members shall use commercially reasonable efforts to resolve such objections. In the event the Managing Member and the Class B Member are unable to resolve any such objections within a reasonable period of time, the Managing Member and the Class B Member shall jointly engage a nationally recognized law firm, to be agreed to between the Managing Member and the Class B Member, to provide an opinion or other form of written advice, reasonably acceptable to both parties, advising as to the proper resolution of the objections raised by the Class B Member.

(c)To the Knowledge of the Managing Member, after due inquiry, all factual information and factual statements contained in the Grant Application including amounts relating to the costs incurred with respect to the Project shall be true, correct and complete in all material respects. For the avoidance of doubt, this representation and warranty shall not be construed as a representation as to the legal matters or legal conclusions such as (but without limitation) the date construction began or whether the Project has been Placed in Service or what portion of the property comprising the Project constitutes Specified Energy Property, in each case, for purposes of the Code or the American Recovery and Reinvestment Act of 2009.

(d)The Managing Member shall respond to all written requests from any Governmental Authority for additional or supplemental information relating to the Grant Application and shall make all required filings and responses in consultation with the Class B Member.

(e)Upon receipt by the Company of Cash Grant proceeds, the Managing Member shall provide the Class B Member, or cause the Class B Member to be provided with, a Cash Grant Distribution Notice.

Section 3.15.Separateness.

(a)The Company has not formed, acquired or held and shall not form, acquire or hold any subsidiary, except for MWCI and the Project Company;

(b)The Company does not have, shall not have and at no time had any assets other than its membership interests in MWCI and personal property necessary or incidental to its ownership of such membership interests;

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(c)The Company has not engaged in, sought, consented or permitted to and shall not engage in, seek, consent to or permit any dissolution, winding up, liquidation, consolidation or merger or any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except in each case as permitted by (i) this Company LLC Agreement and, (ii) any transfer of the Company’s membership interests in connection with the transactions described in the Contribution Agreement;

(d)The Company shall not incur any additional debt or contingent liabilities except as permitted by this Company LLC Agreement;

(e)The Company shall not consent to or permit any amendment of the Company LLC Agreement or its formation documents or other organizational documents with respect to the matters set forth in this Section 3.15.

(f)The Company shall not commingle assets with those of any other entity and shall hold its assets in its own name;

(g)The Company shall conduct its own business in its own name;

(h)The Company shall maintain bank accounts (if any), books, records and financial statements in accordance with generally accepted accounting principles and separate from any other person or entity;

(i)The Company shall observe all formalities of the Company LLC Agreement;

(i)The Company shall pay its own liabilities out of its own funds (which may include Working Capital Loans, payments made or capital contributed by the Members pursuant to ARTICLE IV);

(j)The Company shall maintain adequate capital in light of its contemplated business operations;

(i)The Company shall use separate stationery, invoices and checks;

(k)The Company shall maintain an arm’s-length relationships with its Affiliates;

(l)The Company shall pay the salaries of its own employees, if any;

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(m)The Company shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, in each case, other than MWCI or the Project Company;

(n)The Company shall not make any loans to any other person or entity other than in accordance with this Company LLC Agreement;

(o)The Company shall allocate fairly and reasonably any overhead for shared office space;

(p)The Company shall not pledge its assets for the benefit of any other entity, other than MWCI, the Project Company or the Project; and

(q)The Company shall hold itself out as a separate entity, with the exception that the Company shall not be considered separate entities from MWCI or the Project Company for federal, state, and local income tax purposes, and not fail to correct any known misunderstanding regarding its separate identity.

ARTICLE IV

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 4.1.Capital Contributions.

(a)Except as provided in this Section 4.1 and Section 10.2, no Member will be required to make any Capital Contributions to the Company after the Effective Date.

(b)Subject to the terms and conditions in the Contribution Agreement, the Members will make their respective Capital Contributions provided for in the Contribution Agreement.

(c)Payments of Capital Contributions made by the Investor Guarantor under the Investor Guaranty shall be deemed to be Capital Contributions by the Class B Members hereunder.

Section 4.2.Capital Accounts.

(a)A Capital Account will be established and maintained for each Member in the manner required by the Treasury Regulations under section 704(b) of the Code.

(b)A Member’s Capital Account will be increased by (i) the amount of money the Member contributes to the Company, (ii) the Gross Asset Value of any

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property the Member contributes to the Company (net of liabilities secured by the property that the Company is considered to assume or take subject to under section 752 of the Code), (iii) the income and gain (or items thereof) that the Member is allocated by the Company, including any income and gain exempted from tax (e.g., income allocated in respect of the Cash Grant) and gain described in Section 4.2(c) and (iv) an amount equal to an allocation of upward basis adjustment to such Member in the event of a recapture of the Cash Grant as described in Treasury Regulation section 1.704-1(b)(2)(iv)(j). A Member’s Capital Account will be decreased by (v) the amount of money distributed to the Member by the Company (including any proceeds from the Cash Grant distributed to such Member but excluding any cash or property distribution to the Class A Member from the sale of the Gen Lead Substation Assets and Transmission Assets), (vi) the Gross Asset Value of any property distributed to the Member by the Company (net of liabilities secured by the property that the Member is considered to assume or take subject to under section 752 of the Code), (vii) any expenditures of the Company described in section 705(a)(2)(B) of the Code (i.e., expenditures that cannot be capitalized or deducted in computing taxable income) that are allocated to the Member; and (viii) losses and deductions (or items thereof) that are allocated by the Company to the Member, including losses described in Section 4.2(c), but the Capital Account will not be reduced again under this clause (viii) for expenditures that already reduced it under clause (vii) and (ix) an amount equal to an allocation of downward basis adjustment to such Member as described in Treasury Regulation section 1.704-1(b)(2)(iv)(j).

(c)The Gross Asset Values of all the Company assets will be adjusted to equal their respective Gross Fair Market Values upon the occurrence of any of the following events: (i) if any new or existing Member contributes more than a de minimis amount of money or property in exchange for a new or additional Membership Interest, provided that, for the avoidance of doubt, no adjustment will be made to Gross Asset Values in connection with any Capital Contributions described in Section 4.2(b), (c) or (d), (ii) if more than a de minimis amount of money or other property is distributed by the Company to a Member to redeem its Membership Interest, or (iii) if the Company is liquidated within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g). Following the occurrence of an event in clauses (i) and (ii) the Managing Member will make an adjustment to Gross Asset Value only if it reasonably determines, after Consultation with the other Members, that the adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. In addition, the Gross Asset Value of any Company asset that is distributed to a Member will be adjusted to equal the Gross Fair Market Value of the asset on the Distribution Date. In the event the Gross Asset Value of any item of the Company’s property is adjusted as described in this Section 4.2(c), then the amount of the adjustment will be treated as an item of gain (if the adjustment increases the Gross Asset Value) or an item of loss (if the adjustment decreases the Gross Asset Value) from the disposition of such property.

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(d)For United States federal income tax purposes, on the Initial Closing Date, NHC will be treated as having contributed the Project to the Company in a transaction described in Section 721 of the Code, and the Initial Non-Affiliated Class B Member will be treated as purchasing the Class B Membership Interests from Holdings in a taxable transaction, and making a Capital Contribution in the amount of the Initial Equity Capital Contribution in a transaction described in Section 721 of the Code. The initial Capital Account balance and Percentage Interest or Pro Rata Share of each Member are shown in Schedule 4.2(d). Upon the occurrence of a Second Equity Capital Contribution and if applicable, a Third Equity Capital Contribution, then the Capital Account of each Class B Member will be increased by the amount of Capital Contributions made by such Class B Member on the Closing Date of each such Capital Contribution.

(e)The Managing Member will update Schedule 4.2(d) after each Capital Contribution and from time to time as necessary to reflect accurately the information therein, provided, however, that, notwithstanding anything in this Company LLC Agreement or the Contribution Agreement to the contrary, failure to update Schedule 4.2(d) in accordance with this Section 4.2(e) shall not impact the actual amounts considered Capital Contributions hereunder, all of which shall be deemed made on the date actually contributed. Any such updating will be consistent with how this ARTICLE IV requires that the Capital Accounts be maintained. Any reference in this Company LLC Agreement to Schedule 4.2(d) will be treated as a reference to Schedule 4.2(d) as amended or should have been amended and in effect from time to time.

(f)If all or a portion of a Membership Interest in the Company is Transferred in accordance with the terms of this Company LLC Agreement, then the transferee will succeed to the Capital Account of the transferor to the extent it relates to the Membership Interest so Transferred. The Initial Non-Affiliated Class B Member will succeed to the Capital Account of Holdings on the Initial Closing Date.

(g)The provisions of this Company LLC Agreement relating to maintenance of Capital Accounts are intended to comply with Treasury Regulations Sections 1.704 1(b) and 1.704-2, and will be interpreted and applied in a manner consistent with such Treasury Regulations or any successor provisions.

Section 4.3.Working Capital Loans; Letter of Credit Reimbursement Obligations.

(a)NHC or any Affiliate of NHC may make (but will have no obligation to make), or any third party may make, loans to the Company or the Project Company, when and as needed (as determined by the Managing Member), sufficient to cover working capital, maintenance and capital expenditure needs of the Company or the

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Project Company, and to make available necessary letters of credit (other than letters of credit for the purpose of funding the Required Reserves), in an aggregate principal amount outstanding at any time not to exceed $20,000,000 for the Company and the Project Company combined (any such loan, a “Working Capital Loan”). All Working Capital Loans made by a third party lender may be secured and all Working Capital Loans will be repaid out of available cash flow of the Company (if the Company is the borrower) or the Project Company (if the Project Company is the borrower) before any distributions (other than Special Funded Distributions or Cash Grant Distributions) to members of such entity other than any distribution that is a Special Funded Distribution or a Cash Grant Distribution. Any Working Capital Loans made by NHC or an Affiliate of NHC shall (a) be evidenced by a note substantially in form of Exhibit D hereto and (b) otherwise be on terms equivalent in all material respects to loans that would be available from a third party lender.

(b)If at any time or from time to time the Managing Member determines that there is a shortfall of cash (the “Cash Shortfall”) available to the Project Company, MWCI or the Company to (i) meet their obligations as and when due and payable or (ii) to cover the cost of work that is necessary or advisable to maintain the Project in accordance with the Prudent Operator Standard, or to prevent or cure a default or breach under a Material Contract, the Managing Member may provide written notice to the Members of the projected amount of such shortfall and a description of the related expenses. If NHC or any Affiliate of NHC do not exercise their right to make a Working Capital Loan to cover such a Cash Shortfall within 20 Business Days of the determination that a Cash Shortfall exists, the Class B Member shall also have the right to make (but will have no obligation to make) Working Capital Loans, on commercially reasonable terms, to cover such Cash Shortfall.

(c)In the event that NHC or an Affiliate of NHC provides PPA Credit Support or other credit support expressly permitted under this Company LLC Agreement, which shall be provided under arms-length commercial terms, in each such case as required for the operation of the Project on behalf of the Company, MWCI or the Project Company, then NHC or such Affiliate will be entitled to reimbursement (to be repaid out of available cash flow, after operating expenses of the Company, MWCI or the Project Company, as applicable, are paid, and before any distributions to the members of such entity are distributed) of the cost of all PPA Credit Support obligations. In such event, NHC or an Affiliate will also receive from the Company (and be paid in the same order of priority as such costs) a guaranty fee, which guaranty fee shall be in the amount of either (i) 1% per annum of the guaranteed amount of the PPA Credit Support or other credit support provided if the amount is known and quantifiable or (ii) if the guaranteed amount of the PPA Credit Support or other credit support is not known or quantifiable at the time provided, (A) 1% times (B) 10% of the present value of the total contract quantity under the contract for which such support is being provided, calculated using the

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energy estimates in the Base Case Model (as applicable), the contractual prices, and a *****% discount rate.

(d)In the event that NHC or an Affiliate becomes obligated to reimburse a third party lender other than an Affiliate of NHC that provides PPA Credit Support provided on behalf of the Company, MWCI or the Project Company, such reimbursement obligations or loans shall each be deemed an unsecured loan to the Company, MWCI or the Project Company, as applicable, by NHC or such Affiliate, as applicable, which loan shall be on commercially reasonable terms and will be repaid out of available cash flow after operating expenses of the Company or the Project Company, as applicable, are paid, and before any distributions to the members of such entity are distributed.

ARTICLE V

ALLOCATIONS

Section 5.1.Allocations. After giving effect to the allocations in Section 5.2 and except as provided in Section 10.2(c), or 10.2(d), for purposes of maintaining Capital Accounts, all items of Company income, loss, gain, deduction and credit (including the Utah PTCs) for any Tax Year will be allocated among the Members as follows:

(a)For the period through the Flip Date, 99% in the aggregate to the Class B Members, allocated among them in proportion to their Pro Rata Shares, and 1% to the Class A Members, allocated pro rata in proportion to the Percentage Interest held by each Class A Member, provided, that if the Second Equity Capital Contribution Date has not occurred on or prior to January 31, 2010, all such amounts shall be allocated 97.73% to the Class A Members and 2.27% to the Class B Members.

(b)And, if the proviso in Section 5.1(a) does not apply, for the period after the Flip Date, (i) 5% in the aggregate to the Class B Members, allocated among them in proportion to their Pro Rata Shares, and (ii) 95% to the Class A Members, allocated pro rata in proportion to the Percentage Interest held by each Class A Member.

(c)No losses or deductions may be allocated to a Member pursuant to this Section 5.1 to the extent the allocation would lead to a deficit in such Member’s Adjusted Capital Account. Losses or deductions that a Member cannot be allocated by reason of this Section 5.1(c) will be allocated to the other Members in the following order and priority:

(i)first, all items of deduction for Depreciation; and

(ii)second, all remaining items of loss.

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Section 5.2.Adjustments. The following allocations will be made in the following order to comply with Treasury Regulations Section 1.704-1(b):

(a)In any Tax Year in which there is a net decrease in Company Minimum Gain, income and gain in the amount of the net decrease will be allocated to Members in the ratio required by Treasury Regulations Section 1.704-2. This provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and will be interpreted consistently therewith.

(b)In any Tax Year in which there is a net decrease in Minimum Gain Attributable to Member Nonrecourse Debt, then income and gain in the amount of the net decrease will be allocated to each Member who was considered to have had a share of such minimum gain at the beginning of the Tax Year in the ratio required by Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This provision is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and will be interpreted consistently therewith.

(c)In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704 1(b)(2)(ii)(d)(4), (5) or (6), items of gross income will be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit in the Member’s Adjusted Capital Account as quickly as possible. However, an allocation will be made under this Section 5.2(c) only if and to the extent that the Member would have a deficit in its Adjusted Capital Account after all other allocations provided for in Section 5.1 and 5.2 have been tentatively made as if this Section 5.2(c) were not in this Company LLC Agreement.

(d)In the event that any Member has a deficit in its Adjusted Capital Account at the end of any Tax Year after all the other allocations in Section 5.1 and 5.2 have been taken into account, then the Member will be specially allocated items of Company income and gain as quickly as possible to eliminate the deficit.

(e)Nonrecourse Deductions for any Tax Year will be allocated to the Members in the same ratio as other partnership items under Section 5.1 or Section 10.2(c) and 10.2(d), as applicable.

(f)Any Member Nonrecourse Deductions for any Tax Year will be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1).

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(g)If the Company distributes property to a Member in liquidation of the Membership Interest of the Member and there is an adjustment in the adjusted tax basis of Company property under section 734(b) of the Code, there will be a corresponding adjustment to the Capital Account of the Member receiving the distribution. If the Company distributes cash to a Member in excess of its outside basis in its Membership Interest, leading to an adjustment in the inside basis of the Company property under section 743(b) of the Code, solely for purposes of adjusting Capital Accounts of the Members, the adjustment in the inside basis will be treated as gain or loss and be allocated among the Members in the same ratio as other gain or loss for the Tax Year in which the adjustment occurs. This provision is intended to comply with Treasury Regulations Sections 1.704-1(b)(2)(iv)(m)(2) and (4) and will be interpreted consistently therewith.

(h)The allocations in this (apart from Section 5.2(g)) are required to comply with the Treasury Regulations. To the extent the Company can do so consistently with the Treasury Regulations, the net amount of the allocations under ARTICLE V and Section 10.2 to each Member will be the net amount that would have been allocated to each Member if this Company LLC Agreement did not have Section 5.2.

Section 5.3.Tax Allocations.

(a)All allocations of tax items of Company income, gain, deductions and losses for each Tax Year will be allocated in the same proportions as the allocations of book items of Company income, gain, deductions and losses were made for such Tax Year pursuant to Section 5.1 and 5.2.

(b)Notwithstanding Section 5.3(a), if, as a result of contributions of property by a Member to the Company or an adjustment to the Gross Asset Value of Company assets pursuant to this Company LLC Agreement, there exists a variation between the adjusted basis of an item of Company property for United States federal income tax purposes and as determined under the definition of Gross Asset Value, allocations of income, gain, loss, and deduction will be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for United States federal income tax purposes and its initial Gross Asset Value using the traditional method with curative allocations pursuant to Treasury Regulations Section 1.704-3(c) as follows. To the extent the “ceiling rule” in Treasury Regulations Section 1.704-3(b) prevents the noncontributing Members from receiving an amount of tax depreciation in any year equal to the Members’ share of Depreciation for the year, then the shortfall will be made up in succeeding years as quickly as possible out of any tax depreciation that would otherwise have been allocated to the contributing Member.

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(c)Allocations pursuant to this Section 5.3 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of income, gain, deductions or losses or distributions pursuant to any other provision of this Company LLC Agreement.

(d)To the extent that an adjustment to the adjusted tax basis of any Company asset is made pursuant to section 743(b) of the Code as the result of a purchase of a Membership Interest in the Company, any adjustment to the depreciation, amortization, gain or loss resulting from such adjustment shall affect the transferee only and shall not affect the Capital Account of the transferor or transferee. In such case, the transferee shall be required to agree to provide to the Company (i) information about the allocation of any step-up or step-down in basis to the Company’s assets and (ii) the depreciation or amortization method for any step-up in basis to the Company’s assets.

(e)Solely for purposes of determining a Member’s proportionate share of the “excess non-recourse liabilities” of the Company within the meaning of Treasury Regulation Section 1.752-3(a)(3), each Member’s share of such liability shall be consistent with the profit sharing percentages then in effect pursuant to Section 5.1(a) or (b), as applicable.

Section 5.4.Transfer or Change in Company Interest. If the respective Membership Interests or allocation ratios described in this ARTICLE V of the existing Members in the Company change or if a Membership Interest is Transferred in compliance with this Company LLC Agreement to any other Person (other than the Transfer by Holdings to the Initial Non-Affiliated Class B Member at the Initial Closing) then, for the Tax Year in which the change or Transfer occurs, all income, gains, losses, deductions, credits and other tax incidents resulting from the operations of the Company shall be allocated, as between the Members for the Tax Year in which the change occurs or between the transferor and transferee, by taking into account their varying interests using the proration method permitted by Treasury Regulations Section 1.706-1(c)(2)(ii), unless otherwise agreed by all the Members. Notwithstanding the previous sentence, upon the transfer of the Class B Membership Interests from Holdings to the Initial Non-Affiliated Class B Member on the Initial Closing Date, all income, gains, losses, deductions, credits and other tax incidents resulting from the operations of the Company shall be allocated, as between Holdings and the Initial Non-Affiliated Class B Member for the Tax Year in which the transfer occurs by taking into account their varying interests using the interim closing of the books method as permitted by the Treasury Regulations provided that a different tax accounting method shall be used, if the Class B Member, by written notice to the Company and the Managing Member within a reasonable period of time preceding the filing date of the applicable Tax Return, requests that such different method be used so long as such requested method is permitted under

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the Treasury Regulations (including Treasury Regulations then in proposed form under Section 706 of the Code).

Section 5.5.Timing of Allocations. Items of income, gain, loss, deduction and credit will be allocated to the Members pursuant to this ARTICLE V as of the last day of each Tax Year; provided that such items shall also be allocated at such times as the Gross Asset Values of the Company’s assets are adjusted pursuant to Section 4.2(c).

ARTICLE VI

DISTRIBUTIONS

Section 6.1.Special Distributions.

(a)Distribution of Cash Grant Proceeds. All proceeds of the Cash Grant received by the Company (or MWCI or the Project Company) with respect to each Grant Application for the Project shall be distributed by the Managing Member to the Members on each Cash Grant Distribution Date as follows:

(i)first, 100% to the Class B Members distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member, up to an amount equal to the Estimated Cash Grant Amount corresponding to the Grant Application for which the Cash Grant proceeds are being distributed as of such date,

(ii)thereafter, any remaining proceeds of the Cash Grant shall be distributed 100% to the Class A Members pro rata in proportion to the Percentage Interest held by each such Class A Member.

(b)The proceeds of the Prepayment, the Second Equity Capital Contribution or Third Equity Capital Contribution which are first available for such use, shall be used to establish the Holdback Amount for Cash Grant Shortfall with respect to each Grant Application at a bank account of the Project Company. The Holdback Amount for Cash Grant Shortfall established with respect to each Grant Application shall be distributed by the Managing Member to the Members on the later of the Special Funded Distribution Date or the Cash Grant Distribution Date with respect to the Grant Application for which the Holdback Amount for Cash Grant Shortfall was established as follows:

(i)If the distribution to the Class B Member under Section 6.1(a)(i) was less than the maximum amount set forth therein other than as a result of a Class B Recapture Event (the amount, if any by which it is less being referred to as the “shortfall”), then, 100% to the Class B Members distributed pro rata in

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proportion to the Percentage Interest held by each such Class B Member up to such shortfall;

(ii)thereafter, or, if there is no shortfall, any remaining proceeds of such Holdback Amount for Cash Grant Shortfall shall be distributed 100% to the Class A Members pro rata in proportion to the Percentage Interest held by each such Class A Member.

(c)Subject to the prior payment of any distributions provided under Section 6.1(b) that are to be paid on such Special Funded Distribution Date, the Managing Member shall distribute the proceeds of the Special Funded Distribution on the Special Funded Distribution Date and thereafter until fully distributed, 100% to the Class A Member pro rata in proportion to the Percentage Interest held by each such Class A Member until it has received the Special Funded Distribution in full. To the extent any distributions made pursuant to this Section 6.1(c) are made to reimburse the Class A Member for capital expenditures incurred by it during the 2 year period preceding the Initial Closing Date, such distributions shall not be deemed to be in consideration for the sale of any portion of the Project by the Class A Member to the Project.

Section 6.2.Distribution of Distributable Cash.

(a)Except as provided otherwise in this Section 6.2, Section 6.6(d), Section 6.6(e) or Section 10.2, Distributable Cash (excluding any distributions described in Section 6.1 hereof) received from MWCI will be distributed to the Members on each Distribution Date, as follows:

(i)First, 100% to the Class B Members distributed pro rata in proportion to the Percentage Interest held by each such Class B Member until the Class B Members have received an amount of cash equal to the Cash Grant Shortfall; and

(ii)thereafter, on the Distribution Date following the date on which the Project has achieved Completion (as defined in the Existing Financing Credit Agreement) and all post-Completion punch list amounts have been paid, an amount equal to any Project Completion Excess, if any, shall be distributed to the Class A Members, pro rata in proportion to the Percentage Interest held by each such Class A Member, and if the full amount of such Project Completion Excess is not distributed on such Distribution Date, similar distributions shall be made on subsequent Distribution Dates until the amount of the Project Completion Excess has been fully distributed; and

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(iii)thereafter, prior to and including the Flip Date, (A) for those Distribution Dates on or prior to 48 months following the Second Equity Capital Contribution Date, 40% to the Class A Members distributed pro rata in proportion to the Percentage Interest held by each such Class A Member and 60% to the Class B Member distributed in proportion to the Pro-Rata Shares held by each such Class B Member, and (B) thereafter, 99% to the Class B Members distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 1% to the Class A Members, distributed pro rata in proportion to the Percentage Interest held by each such Class A Member; provided that the amount of any Project Completion Shortfall shall be deducted from the Class A Member’s distributions (and added to the Class B Member’s distributions) pursuant to this clause (ii); and

(iv)following the Flip Date, 5% to the Class B Members, distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 95% to the Class A Members, distributed pro rata in proportion to the Percentage Interest held by each such Class A Member.

(v)Distribution of Required Reserves. Notwithstanding anything contained in Section 6.2(a)(i), Section 6.2(a)(ii) or Section 6.2(a)(iii):

(a)any distribution of cash that was previously held in the Clipper Reserve shall be distributed 50% to the Class B Members, distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 50% to the Class A Members, distributed pro rata in proportion to the Percentage Interest held by each such Class A Member; and

(b)any amount that was previously held in the O&M Reserve shall be distributed 75% to the Class B Members, distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 25% to the Class A Members, distributed pro rata in proportion to the Percentage Interest held by each such Class A Member.

(vi)Notwithstanding any other provision of this ARTICLE VI, following January 31, 2010, if (x) the Class B Members have made the Initial Equity Contribution but the conditions for a Second Equity Capital Contribution set forth in Section 2.7 of the Contribution Agreement have not either been satisfied or waived by that date, and (y) the Class A Members have not exercised the Termination Purchase Option pursuant to Section 9.7, then 2.27% to the Class B Members distributed pro rata in proportion to the Pro Rata Shares held by each such Class B Member and 97.73% to the Class A Members distributed pro rata in proportion to the Percentage Interest held by each such Class A Member.

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(b)Distributions under Section 6.2(a) will be made by the Managing Member on each Distribution Date in an amount as determined by the Managing Member in accordance with this Section 6.2, and the provisions of Schedule 8.2(b) and Section 8,2(b) based on the Distributable Cash available for distribution as of the last day of the month immediately preceding such Distribution Date and any additional amounts available for distribution on the Distribution Date as determined by the Managing Member.

(c)Notwithstanding clause (a) of this Section 6.2, if at the end of any Company taxable year after the Flip Date, (x) a United States federal income tax rate of 35% multiplied by the sum of (1) the cumulative net taxable income allocated to the Class B Members after the Flip Date (including, for the avoidance of doubt, any minimum gain chargeback income attributable to the Class B Members) and (2) any Code Section 731(a) gain incurred by the Class B Members after the Flip Date exceeds, (y) the aggregate cash distributed to the Class B Members after the Flip Date, Distributable Cash that would otherwise be distributed to the Class A Members shall instead be distributed to the Class B Members in accordance with their Pro Rata Shares so that the amounts in clauses (x) and (y) shall be equal.

(d)In the event there is insufficient Distributable Cash available for the Managing Member to make the distribution described in Section 6.2(c) in any period, the Class B Member shall be entitled to an additional distribution of Distributable Cash, so that when such additional distribution is added to the amount next distributed under Section 6.2(c), the total distribution is sufficient to maintain the Class B Member’s Flip Yield, taking into account the timing of such distribution.

Section 6.3.Withholding Taxes. If the Company is required to withhold taxes with respect to any allocation or distribution to any Member pursuant to any applicable federal, state or local tax laws, the Company may, after first notifying the Member and permitting the Member, if legally permitted, to contest the applicability of such taxes, withhold such amounts and make such payments to taxing authorities as are necessary to ensure compliance with such tax laws. Any funds withheld by reason of this Section 6.3 shall nonetheless be deemed distributed to the Member in question for all purposes under this Company LLC Agreement. If the Company fails to withhold from actual distributions any amounts it was required to withhold, the Company may, at its option, (i) require the Member to which the withholding was credited to reimburse the Company for such withholding or (ii) reduce any subsequent distributions by the amount of such withholding. This obligation of a Member to reimburse the Company for taxes that were required to be withheld shall continue after such Member Transfers its Membership Interests in the Company. Each Member agrees to furnish the Company with any representations and forms as may reasonably be requested by the Company to

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assist it in determining the extent of, and in fulfilling, any withholding obligations it may have.

Section 6.4.Limitation upon Distributions. Notwithstanding anything to the contrary in this ARTICLE VI, no distribution shall be made to any of the Members prior to the earlier of (i) January 31, 2010, and (ii) the date on which the Class B Member makes the Second Equity Capital Contribution to the Company. Furthermore, no distribution shall be made: (a) if such distribution would violate any contract or agreement to which the Company is then a party or any Applicable Law then applicable to the Company, (b) to the extent that, as set forth in the definition of Distributable Cash, the Managing Member determines, in accordance with the Prudent Operator Standard, that all or a portion of any amount otherwise distributable should be retained by the Company to pay, or to establish a reserve for the payment of, any liability or obligation of the Company, MWCI or the Project Company, whether liquidated, fixed, contingent or otherwise, including funding the Clipper Reserve and O&M Reserve and other reserves as set forth in Schedule 8.2(b), or (c) to the extent that the Managing Member, in accordance with the Prudent Operator Standard, determines that the Distributable Cash is insufficient to permit such distribution

Section 6.5.No Return of Distributions. Any distribution of cash or property pursuant to this Company LLC Agreement shall be treated as a compromise within the meaning of Section 18-502(b) of the Act and, to the full extent permitted by law, any Member receiving the payment of any such money or distribution of any such property shall not be required to return any such money or property to any Person, the Company or any creditor of the Company. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Company LLC Agreement, any Member is obligated to return such money or property, such obligation shall be the obligation of such Member and not of the other Members. Without limiting the generality of the foregoing, a deficit Capital Account of a Member shall not be deemed to be a liability of such Member nor an asset or property of the Company.

Section 6.6.Calculation of Calculated Amount.

(a)Tracking Progress. The Managing Member will cause the Manager to calculate at least annually whether the Calculated Amount has equaled zero, and will send the Class B Members, within 120 days after the end of each Tax Year in which the Calculated Amount did not equal zero, a report in the form of the Tracking Model showing where it believes the Class B Members are in relation to the Calculated Amount.

(b)Notice of Date. The Managing Member will cause the Manager to notify the Class B Members in writing (i) at least 10 Business Days before the Distribution Date following the month in which it concludes the Calculated Amount has

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equaled zero and the Flip Date occurred or (ii) at least 30 days before making any liquidating distributions, in connection with a liquidation of the Company pursuant to Section 10.1, if it concludes that the Calculated Amount will equal zero, as a consequence of the liquidating distributions. The notice will include the Tracking Model showing the Manager’s calculations and, in the case of a notice delivered in connection with a liquidation, the allocations and distributions that the Manager proposes to make to the Class B Members under Section 10.2 in light of the calculations. Concurrently with any notification described in clauses (i) and (ii) above, the Managing Member shall cause the Manager to provide the Class B Members with its calculation of the Flip Yield at that point. If the Class B Members holding a majority of the Class B Membership Interests wish to invoke the dispute resolution procedures in Section 12.11 to resolve any disagreements, then they must give notice to that effect to the Managing Member before the Distribution Date, in a case not involving liquidation of the Company, and within 30 days after receipt of notice from the Managing Member in a case involving liquidation.

(c)Calculation Conventions. The Managing Member will use the following assumptions and conventions to calculate the Calculated Amount and the Flip Yield:

(i)It will assume that the Fixed Tax Assumptions are correct, unless they are incorrect as a result of breach of a representation or covenant by the Class A Member. In all other respects, items of taxable income, loss, gain, credit and deduction of the Company for any taxable period will be calculated based on the amounts actually allocated in accordance with the United States federal income tax accounting methods and tax elections actually used with respect to such period by the Company in the preparation of its United States federal income tax reports and returns, or as adjusted on any amended return or as a result of a United States federal income tax audit. Notwithstanding anything in this Company LLC Agreement to the contrary, the calculation of taxable income and loss will not take into account section 199 of the Code.

(ii)Each Class B Member will be assumed to have owned its Membership Interest since the Effective Date.

(iii)The items of taxable income, loss, gain, credit and deduction of the Company will be treated as earned ratably during the Tax Year with the result that each Class B Member’s allocated share of the Taxes on such income, gain, losses, credit and deductions will be treated as having been paid or received by such Class B Member in four equal installments on the respective estimated tax payment dates during the tax year for a corporate taxpayer with the tax year end of such Class B Member; provided that the items of taxable income, loss, gain, credit and deduction allocated to the Class B Members for the Tax Year in which

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the Initial Closing occurs will be allocated ratably to the remaining estimated tax payment dates in the first Tax Year of the Company. For the avoidance of doubt, and consistent with the preceding sentence, in the Tax Year in which the Flip Date occurs, the taxable income, gain, loss, credit or deduction allocated to the Class B Members for the Pre-Flip Period will be allocated ratably to each of the four estimated tax payment dates during the Tax Year, and the post-Flip Date amounts will be treated similarly.

(iv)United States federal income tax benefits and United States federal income tax detriments will be calculated using a 35% tax rate.

(v)***** each Class B Member will be assumed to be able to use immediately and fully the United States federal income tax benefits it is allocated by the Company, subject to the same timing described in Section 6.6(c)(iii).

(vi)***** each Class B Member will be assumed to be able to fully and immediately use the United States federal income tax benefits it is allocated by the Company to offset any current or future United States federal income tax or gain (including gain under Section 731(a) of the Code) allocated to it by the Company, subject to the same timing described in Section 6.6(c)(iii).

(vii)If as a result of a Class B Recapture Event (i) the timing or amount of the Cash Grant received or distributed by the Company differs from the assumption thereof reflected in the Base Case Model, or (ii) the Cash Grant is recaptured in whole or in part, then the Calculated Amount and the Flip Yield shall be calculated as if the Cash Grant was received (or was not recaptured, as the case may be) and Distributable Cash was paid to the Class B Member, at the time and in the amounts assumed in the Base Case Model.

(d)End-of-Year True Up. If there is any difference in the items of taxable income, loss, gain, credit and deduction for the period through when the Flip Date was assumed to have occurred and was reported by the Company on the United States federal income Tax Return the Company files for the Tax Year in which the Manager concluded that the Calculated Amount equaled zero compared to such items used to calculate when the Calculated Amount actually equaled zero, then the Managing Member will cause the Manager to recalculate when the Flip Date was reached and send a new notice to the Class B Members, but only take into account in the recalculation differences that are not explained by inaccuracy of the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) or the calculation assumptions and conventions in Section 6.6(c). The Managing Member will

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cause the Manager to also calculate the shortfall in or excess Distributable Cash, in present-value terms that the Class B Members failed to receive or received as a consequence of the earlier miscalculation (the “Cash Difference”). Once the revised calculation becomes final, the sharing percentages in Section 5.1(b) and Section 6.1 will be adjusted to provide the maximum amount of distributions to the Class B Members to correct, on a present-value basis, the Cash Difference. The revised sharing percentages will remain in effect until the Cash Difference has been eliminated.

(e)Curative Flip Allocations. If, after filing the United States federal income Tax Return for the year in which the Manager concluded that the Calculated Amount equaled zero, there is a change in the items of taxable income, loss, gain, credit and deduction the Company reported for the period through the end of the month in which the Flip Date was assumed to have occurred for reasons other than inaccuracy of the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) or the calculation assumptions and conventions in Section 6.6(c) and the Company has not yet made liquidating distributions under Section 10.2, then there will be a “Curative Flip Allocation.” The Managing Member will cause the Manager to determine the amount by which the Calculated Amount is greater than zero through the last Distribution Date the Company distributed cash under Section 6.2(a). The sharing percentages in Section 5.1(b) and 6.2 will be adjusted for subsequent allocations and distributions to the maximum extent necessary to cause the Calculated Amount to equal zero, as of such Distribution Date. Such change in sharing percentages shall remain in effect until, and to the extent necessary so that, the Calculated Amount shall equal zero. The Calculated Amount will be calculated using the Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) and the calculation assumptions and conventions in Section 6.6(c). If an event occurs that would have triggered a Curative Flip Allocation but for the fact that the Class A Members have already purchased the Membership Interests of the Class B Members under Section 9.5, Section 9.6 or Section 9.7 of this Company LLC Agreement, then the Class A Members will pay in cash, within 30 days of the occurrence of such event, the economic equivalent of the Curative Flip Allocation as additional purchase price for the Class B Membership Interests.

Section 6.7.Compelling Distributions. Managing Member will cause MWCI to cause Project Company to use the Prepayment Amount to fund an account to hold the Holdback Amount for Cash Grant Shortfall, if such amount has not already been funded, promptly upon the receipt of the Prepayment Amount. Managing Member will cause MWCI to cause Project Company to promptly distribute all Distributable Cash, the Prepayment Amount proceeds (other than those used to fund the Holdback Amount for Cash Grant Shortfall) and Cash Grant proceeds to MWCI and promptly cause MWCI to distribute all Distributable Cash, such Prepayment Amount proceeds and Cash Grant proceeds to the Company prior to any Distribution Date under this ARTICLE VI.

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Section 6.8.Satisfaction of Certain Recapture-Related Obligations of the Class A Members to the Class B Members.

(a)Notwithstanding the provisions of Section 6.1, if the Class B Member shall suffer any Recapture Damages, as a result of a Recapture Event, then the Class B Member shall be entitled to collect Recapture Damages from the Class A Member in accordance with this Section 6.8.

(b)Within 60 days after they become aware that they have incurred Recapture Damages as a result of any matter set forth in Section 6.8(a), the Class B Members shall notify the Company and the Class A Members in writing of its Recapture Claim for such Recapture Damages, specifying in reasonable detail the cause of such Recapture Damages and the Class B Member’s calculation of the amount thereof if reasonably determinable by the Class B Member, or, if not reasonably determinable, an estimate of the range of such Recapture Damages. Within 30 days following receipt of notice of a Recapture Claim, the Class A Members shall notify each of the Class B Member and the Company in writing whether it agrees with or disputes all or a portion of the Recapture Claim, specifying the amount, if any, so agreed to. If the Class A Members shall not deliver such notice within the time specified, it shall be deemed to have delivered a notice on the 30th day disputing the entire amount of such Recapture Claim. The Class B Members shall have all rights and remedies available at law or in equity to the Class B Members to collect any Recapture Damages from the Class A Members.

Section 6.9.Satisfaction of Certain Recapture-Related Obligations of the Class B Members to the Class A Members.

(a)Notwithstanding the provisions of Section 6.1, if the Class A Member shall suffer Recapture Damages as a result of a Class B Recapture Event, the Class A Member shall be entitled to collect such Recapture Damages from the Class B Member in accordance with this Section 6.9.

(b)Within 60 days after they become aware that they have incurred Recapture Damages as set forth in Section 6.9(a), the Class A Member shall deliver to the Company and the Class B Members a Recapture Claim notice for such Recapture Damages, specifying in reasonable detail the cause of such Recapture Damages and the Class A Member’s calculation of the amount thereof if reasonably determinable by the Class A Member, or, if not reasonably determinable, an estimate of the range of such Recapture Damages. Within 30 days following receipt of notice of a Recapture Claim, the Class B Members shall notify each of the Class A Member and the Company in writing whether it agrees with or disputes all or a portion of the Recapture Claim, specifying the amount, if any, so agreed to. If the Class B Members shall not deliver

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such notice within the time specified, it shall be deemed to have delivered a notice on the 30th day disputing the entire amount of such Recapture Claim. The Class A Members shall have all rights and remedies available at law or in equity to the Class A Members to collect any Recapture Damages from the Class B Members.

(c)For purposes of calculating the amount of any damages or loss under this Section 6.9, it shall be assumed that the Class A Member is unable to use for its own account any production or investment tax credit otherwise available to it as a result of the loss or recapture of the Cash Grant. The foregoing shall not prevent the Class B Member from attempting to mitigate the Recapture Damages by seeking an investor that could utilize any production or investment tax credit otherwise available, and the Class A Members will reasonably cooperate in any such mitigation provided that such cooperation does not materially adversely impact the Class A Members’ rights or obligations.

ARTICLE VII

ACCOUNTING AND RECORDS

Section 7.1.Reports.

(a)The Managing Member shall notify the Class B Members within 5 Business Days of obtaining actual knowledge of any (i) written notice of default delivered by a party to a Material Contract to the Company, Project Company, the Manager or the Managing Member, (ii) material default by a party to any such Material Contract (other than the Company or the Project Company) under such Material Contract, (iii) event or circumstance affecting the Company, Project Company which would be reasonably likely to result in a Material Adverse Effect, (iv) the execution of any amendment to a Material Contract or the operating agreement of any of MWCI or the Project Company (and shall provide, or cause to be provided, a copy of each such amendment) and (v) any written notice (and shall provide a copy thereof) delivered by a Designated Affiliate Agreement Provider to the Company, MWCI or Project Company pursuant to any Designated Affiliate Agreement and that is not also copied to the Class B Members.

(b)The Managing Member shall prepare or cause to be prepared for each Fiscal Year an operating budget showing the anticipated revenues and expenses of the Company and the Project Companies for such Fiscal Year. Upon the Manager or Managing Member’s preparation or approval of a proposed operating budget for each future fiscal year, the Managing Member shall or shall cause the Manager to, not later than October 10 of each Fiscal Year, submit the proposed operating budget for such succeeding Fiscal Year (the “Annual Budget”). The Managing Member shall prepare or

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cause to be prepared monthly operating reports to be delivered to Class B Member no later than 30 days after the end of each month.

(c)The Managing Member shall prepare and deliver, or cause to be prepared and delivered, to each Member, as soon as available and in any event not later than 120 days after the end of each Fiscal Year (beginning for the Fiscal Year ending December 31, 2010), copies of the audited consolidated and unaudited consolidating balance sheets of the Company and its Subsidiaries, in each case, as at the end of such Fiscal Year, together with, in each case, the related audited consolidated and unaudited consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, and the notes thereto, all in reasonable detail and prepared in accordance with GAAP (subject only to normal year-end audit adjustments and the absence of footnotes with respect to any consolidating statements) and in the case of each of such audited consolidated financial statements, accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the end of such Fiscal Year and their consolidated results of operations and cash flows for such Fiscal Year in conformity with GAAP; or words substantially similar to the foregoing and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards.

(d)The Managing Member shall prepare and deliver, or cause to be prepared and delivered, to each Member as soon as available and in any event not later than 60 days after the end of each of the first three fiscal quarters of the Company (beginning for the fiscal quarter ending March 30, 2010, the consolidated and consolidating unaudited financial statements of the Company and its Subsidiaries for such fiscal quarter, including balance sheet as of the last day of such fiscal quarter.

(e)The Managing Member shall notify the Class B Members, promptly, and in all events within 5 Business Days of obtaining actual knowledge of any Default or of an Event of Default (each as defined by the Existing Financing) with respect to the Existing Financing (such notice and any notice of a default under the Existing Financing received by a Class B Member under the Consent and Agreement, a “Financing Default Notice”).

(f)Unless the Existing Financing is fully prepaid prior to such date, 30 days prior to the Maturity Date (as defined in the Existing Financing Credit Agreement), the Managing Member shall cause the Manager to reasonably determine whether the

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Project Company will have adequate funds to repay the Existing Financing upon Maturity (as defined in the Existing Financing Credit Agreement) of the Existing Financing. If, on such date, the Manager or Managing Member reasonably determines that the Project Company will have insufficient funds to repay the Existing Financing upon Maturity (as defined in the Existing Financing Credit Agreement) of the Existing Financing, then the Managing Member shall promptly, and in no event later than 25 days prior to the Maturity (as defined in the Existing Financing Credit Agreement) of the Existing Financing, notify the Class B Members of such determination and the amount of the predicted shortfall (such notice, an “Insufficient Funds Notice”).

Section 7.2.Books and Records and Inspection.

(a)The Managing Member shall cause the Company to keep and shall cause, on behalf of the Company and MWCI, the Manager and shall cause, on behalf of the Project Company, the Administrative Services Provider to maintain, full and accurate books of account, financial records and supporting documents, which shall reflect, completely, accurately and in reasonable detail in all material respects each transaction of the Company, MWCI and the Project Company and such other matters as are usually entered into the records or maintained by Persons engaged in a business of like character or as are required by law, and all other documents and writings of the Company, MWCI and the Project Company. The books of account, financial records shall be kept and maintained by the Manager at the principal office of the Company. The financial records and reports of the Company, MWCI and the Project Company shall be kept in accordance with GAAP and kept on an accrual basis.

(b)In addition to and without limiting the generality of Section 7.2(a), the Managing Member shall cause the Company to keep and shall cause, on behalf of the Company, the Manager to maintain at the Company’s principal office:

(i)true and full information regarding the status of the financial condition of the Company, MWCI and the Project Company, including any financial statements for the three most recent years;

(ii)promptly after becoming available, a copy of the federal, state, and local income Tax Returns (if any) of the Company, MWCI and the Project Company for each year;

(iii)minutes of the proceedings of the Members and the Managing Member;

(iv)a current list of the name and last known business, residence or mailing address of each Member and the Manager;

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(v)a copy of this Company LLC Agreement and the Company’s Certificate of Formation, and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Company LLC Agreement and such Certificate of Formation and all amendments thereto have been executed and copies of written consents of or other resolutions or proceedings of the Members;

(vi)a copy of the limited liability company agreement and certificate of formation, and all amendments thereto, of MWCI and the Project Company, and copies of written consents of or other resolutions or proceedings of the members of MWCI and the Project Company;

(vii)true and full information regarding the amount of cash and a description and statement of the agreed value of any other property and services contributed by each Member, and the date upon which each became a Member;

(viii)copies of records that would enable a Member to determine the Member’s relative shares of the Company’s allocations, distributions and the Member’s relative voting rights;

(ix)true and complete copies of all insurance policies maintained by or for the benefit of the Company, MWCI and the Project Company, with current records of any premium payments and the status of any pending claims under such policies;

(x)all records related to the production and sale of electricity by the Project Company, the qualification for the Cash Grant pursuant to section 48 of the Code, applicable Treasury Regulations, Revenue Procedures and any other pronouncements by the IRS, the Treasury or any other Governmental Authority, whether currently existing or promulgated in the future, including the Grant Application and any documentation in support thereof (including all documentation filed in accordance with the Guidance); and

(xi)records reflecting the current Company calculations with respect to the Calculated Amount.

(c)Upon reasonable prior notice to the Managing Member, all books and records of the Company and the Project Company shall be open to inspection, audit and copying by any of the Members or their Representatives during business hours and at such Member’s expense, for any purpose reasonably related to such Member’s interest in the Company, including for the purpose of determining compliance with Environmental Laws; and any of the Members or their Representatives shall at reasonable times during

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usual business hours, have the right to inspect the Project and the Project’s site during the development and construction of the Project, and the properties of Project Company, provided that any such inspection or copying of books and records is conducted in a manner which does not unreasonably interfere with the Company’s or Project Company’s business and which is in compliance with all safety protocols.

Section 7.3.Bank Accounts, Notes and Drafts.

(a)All funds not required for the immediate needs of the Company shall be placed in Permitted Investments, which investments shall have a maturity appropriate for the anticipated cash flow needs of the Company. All Company funds shall be deposited and held in accounts which are separate from all other accounts maintained by the Members and the Manager, and the Company’s funds shall not be commingled with any other funds of any Person, including any Manager, any Member or any Affiliate (other than the Company itself) of a Manager or a Member.

(b)The Members acknowledge that the Managing Member or the Manager may maintain Company funds in Permitted Investments and that neither the Managing Member nor the Manager shall be accountable or liable for any loss of such funds resulting from failure or insolvency of the depository institution.

(c)Checks, notes, drafts and other orders for the payment of money shall be signed by such Persons as the Managing Member from time to time may authorize, including the Manager. When the Managing Member so authorizes, the signature of any such Person may be a facsimile.

Section 7.4.Partnership Status and Tax Elections.

(a)The Members intend that the Company will be taxed as a partnership for United States federal, state and local income tax purposes. The Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute and agree not to elect for the Company to be treated as a corporation, or an association taxable as a corporation, under the Code or any similar state statute.

(b)The Company shall make the following elections on the appropriate Tax Returns:

(i)to the extent permitted under section 706 of the Code, to adopt as the Company’s tax year (“Tax Year”) (a) in initial Tax Year ending December 31, 2009, (B) a subsequent Tax Year ending August 31, 2010, and (C) thereafter

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Tax Years running from September 1 of each calendar year (starting with September 1, 2010) to and including August 31 of the following calendar year;

(ii)to adopt the accrual method of accounting;

(iii)if a distribution of the Company’s property as described in section 734 of the Code occurs or a transfer of Membership Interest as described in section 743 of the Code occurs, on request by notice from any Member, to elect, at such Member’s cost, pursuant to section 754 of the Code to adjust the basis of the Company’s properties; provided that within 30 days of such transfer, the transferee will provide the Managing Member the notice required by Treasury Regulation section 1.743-1(k)(2);

(iv)to elect to amortize the organizational expenses of the Company ratably over a period of 180 months as permitted by section 709(b) of the Code;

(v)if approved in writing by Members representing a Class Majority Vote, any other election the Managing Member may deem appropriate; and

(vi)any election necessary to qualify for the Cash Grant or to claim an investment tax credit or production tax credits on any part of the Project for which a Cash Grant is unavailable.

(c)The Company shall file an election under section 6231(a)(1)(B)(ii) of the Code and the Treasury Regulations thereunder to treat the Company as a partnership to which the provisions of sections 6221 through 6234 of the Code, inclusive, apply.

Section 7.5.Company Tax Returns. The United States federal income Tax Returns for the Company and all other Tax Returns of the Company shall be prepared by the Manager in accordance with the Management Services Agreement and as directed by the Managing Member in Consultation with the other Members. The Managing Member will file Tax Returns that are consistent with the assumptions in the Base Case Model, unless it decides that it cannot do so on the advice of counsel or on the advice of the accountants preparing the Tax Returns, in which case it will act consistently with such advice, but only after Consultation with the other Members. The Managing Member, in Consultation with the other Members, may extend the time for filing any such Tax Returns as provided for under applicable statutes; provided that, in the event of any such extension, the Managing Member shall provide the other Members with an estimate of the Taxes owed within 20 days of the filing of such extension, provided further, that with respect to each Tax Year ending on or prior to August 31, 2011, the Managing Member

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will cause Company to prepare preliminary Tax Returns and issue preliminary K-1’s to the Members no later than September 30 of each such Tax Year; provided that for the Tax Year ending December 31, 2009, the Managing Member will cause Company to file its preliminary Tax Returns and issue preliminary K-1’s to the Members no later than March 31, 2010. At the Company’s expense, the Managing Member shall cause the Company to retain an Accounting Firm to prepare or review the necessary federal and state income Tax Returns and information returns for the Company. Each Member shall provide such information, if any, as may be reasonably needed by the Company for purposes of preparing such Tax Returns, provided that such information is readily available from regularly maintained accounting records. At least 30 days prior to filing the federal and state income Tax Returns and information returns, the Managing Member shall cause the Manager to deliver to the other Members for their review a copy of the Company’s federal and state income Tax Returns and information returns in the form proposed to be filed for each Tax Year, and shall cause the Manager to incorporate all reasonable changes or comments to such proposed Tax Returns and information returns requested by the Members at least 10 days prior to the filing date for such returns. After taking into account any such requested changes, the Managing Member shall cause the Company to timely file, taking into account any applicable extensions, such Tax Returns. Within 20 days after filing such federal and state income Tax Returns and information returns, the Managing Member shall cause the Company to deliver to each Member a copy of the Company’s federal and state income Tax Returns and information returns as filed for each Tax Year, together with any additional tax-related information in the possession of the Company that such Member may reasonably and timely request in order to properly prepare its own income Tax Returns.

Section 7.6.Tax Audits.

(a)NHC is hereby designated as the “tax matters partner,” as that term is defined in section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in sections 6221 through 6234 of the Code, inclusive, but subject to the other provisions of this Section 7.6. NHC is hereby directed and authorized to take whatever steps NHC, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS, taking such other action as may from time to time be required under the Treasury Regulations and directing the Manager to take any of the foregoing actions. NHC shall remain as the Tax Matters Partner so long as it retains any ownership interests in the Company unless NHC requests that it not serve as Tax Matters Partner and such request is approved by (i) a Supermajority in Interest of the Class B Members, if such request is made prior to the Flip Date or (ii) a Majority Vote, if such request is made after the Flip Date. At the request of any Member, the Tax Matters Partner shall take such action as may be necessary to cause, to the extent possible, such other Member to become a “notice partner” within the meaning of section 6223 of the Code.

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(b)The Tax Matters Partner, in close consultation with Members collectively holding at least 50% of the Class B Membership Interests, shall direct, or cause the Manager to direct, the defense of any claims made by the IRS to the extent that such claims relate to the adjustment of Company items at the Company level, provided, however, that Members collectively holding at least 50% of the Class B Membership Interests shall be entitled to direct the defense of any claims made by the IRS to the extent such claims relate directly to any of the Fixed Tax Assumptions.. For the avoidance of doubt, “direct” for purposes of the preceding sentence shall mean that such Members will be entitled to make all decisions relating to such claims, to use counsel of their choice to defend such claims and to prepare, draft or otherwise supervise documents and any other submissions, discussions or negotiations with the IRS, all without derogation of the Tax Matters Partner’s rights as the representative of the Company with respect to the IRS. The Tax Matters Partner shall cause the Company to retain and to pay the fees and expenses of counsel approved as described in the preceding sentence and to pay the fees and expenses of other advisors chosen by the Tax Matters Partner in Consultation with the other Members. The Tax Matters Partner shall promptly deliver, or shall cause the Manager to promptly deliver, to each Member a copy of all notices, communications, reports and writings received from the IRS by the Company relating to or potentially resulting in an adjustment of Company items, shall promptly advise, or cause the Manager to promptly advise, each Member of the substance of any conversations with the IRS in connection therewith and shall keep, or cause the Manager to keep, the Members advised of all developments with respect to any proposed adjustments that come to its or the Manager’s, as the case may be, attention. In addition, the Tax Matters Partner shall or shall cause the Manager to (i) provide each Member with a draft copy of any correspondence or filing to be submitted by the Company in connection with any administrative or judicial proceedings relating to the determination of Company items at the Company level reasonably in advance of such submission, (ii) incorporate all reasonable changes or comments to such correspondence or filing, approved or recommended by Members collectively holding at least 50% of the Class B Membership Interests, timely requested by any Member and (iii) provide each Member with a final copy of correspondence or filing. The Tax Matters Partner will provide, or cause the Manager to provide, each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to such proceedings) and each Member shall have the right to participate, at its sole cost and expense, in any such meetings or conferences.

(c)Without the approval of Members collectively holding at least 50% of the Class B Membership Interests, the Tax Matters Partner shall not (i) commence a judicial action (including filing a petition as contemplated in Section 6226(a) or section

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6228 of the Code) with respect to a United States federal income tax matter or appeal any adverse determination of a judicial tribunal; (ii) intervene in any action as contemplated by section 6226(b) of the Code; (iii) file any request contemplated in section 6227(b) of the Code; (iv) enter into an agreement extending the period of limitations as contemplated in section 6229(b)(1)(B) of Code; or (v) enter into a settlement agreement with the IRS which purports to bind the Members with respect to any matter that could affect the Taxes paid by the Class B Members for the period before the Flip Date. Any cost or expense incurred by the Tax Matters Partner in connection with its duties as Tax Matters Partner shall be paid by the Company.

(d)If for any reason the IRS disregards the election made by the Company pursuant to Section 7.4(c) and commences any audit or proceeding in which it makes a claim, or proposes to make a claim, against any Member that could reasonably be expected to result in the disallowance or adjustment of any items of income, gain, loss, deduction or credit allocated to such Member by the Company, then such Member shall promptly advise the other Members of the same, and such Member, in Consultation with the other Members, shall use commercially reasonable efforts to convert the portion of such audit or proceeding that relates to such items into a Company level proceeding consistent with the Company’s election pursuant to Section 7.4(c).

(e)If any Member intends to file, pursuant to section 6227 of the Code, a request for an administrative adjustment of any such partnership item of the Company, or to file a petition under sections 6226, 6228 or other sections of the Code with respect to any such partnership item or any other tax matter involving the Company, such Member shall, at least 30 days prior to any such filing, notify the other Members of such intent, which notification must include a reasonable description of the contemplated action and the reasons for such action; provided, however, that this Section 7.6(e) shall not relieve such Member’s obligation to use all commercially reasonable efforts to convert a Member level proceeding into a Company level proceeding as provided in Section 7.6(d).

Section 7.7.Cooperation. Subject to the provisions of this ARTICLE VII, each Member shall provide the other Members with such assistance as may reasonably be requested by such other Members in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to the liability for any Taxes with respect to the operations of the Company and the Project Company or the allowance or disallowance of any tax credits arising from the sale by the Project Company of electricity produced by the Project.

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ARTICLE VIII

MANAGEMENT

Section 8.1.Management. Each of the Members acknowledges and agrees that the Manager shall have the authority, powers and responsibilities described in the Management Services Agreement; provided that the Manager may not take any action that would be a Major Decision hereunder without the vote required to approve such Major Decision. The Company hereby ratifies and approves the Management Services Agreement. Except (a) for duties and powers delegated to the Manager hereunder or under the Management Services Agreement, (b) for Major Decisions and (c) as otherwise required by Applicable Law, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member, who shall take all actions for and on behalf of the Company not otherwise provided for in this Company LLC Agreement. Each Class B Member agrees that it will not exercise any authority otherwise available to it under the Act to bind or commit the Company to agreements, transactions or other arrangements, or to hold itself out as an agent of the Company. Decisions or actions taken in accordance with the provisions of this Company LLC Agreement shall constitute decisions or actions by the Company and shall be binding on each Member, manager, officer and employee of the Company. Decisions or actions taken by the Managing Member in accordance with the provisions of this Company LLC Agreement shall constitute decisions or actions by the Company and shall be binding on each Member, manager, officer and employee of the Company. The Managing Member shall not be entitled to compensation for services rendered pursuant to this Company LLC Agreement in its capacity as Managing Member.

Section 8.2.Managing Member.

(a)The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 (the “Managing Member”). The initial Managing Member shall be NHC. The Managing Member covenants to be responsible for enforcing and supervising the performance of the Manager under the Management Services Agreement on behalf of the Company and MWCI, for enforcing and supervising the performance of the Administrative Services Provider under the Administrative Services Agreement and the Affiliate Operator under the Affiliate O&M Agreement on behalf of the Project Company, and supervising of other persons providing operation and maintenance and other services to the Project Company in accordance with the Prudent Operator Standard; provided, however, that in the event that a Designated Affiliate Agreement is terminated and is not replaced, the Managing Member shall perform the work, or engage a third party to perform such work, previously performed by the applicable Designated Affiliate Agreement Provider, as applicable, prior to the termination of such agreement in accordance with the Prudent Operator Standard.

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(b)The Managing Member hereby covenants to (i) the extent the Project Company has cash available, cause the Project Company to fund and maintain the Required Reserves in accordance with the procedures and in the amounts set forth in Schedule 8.2(b); (ii) cause MWCI and the Project Company to implement any Major Decisions approved under this Company LLC Agreement, and not to take any Major Decisions (or comparable decision at the Project Company or MWCI level) without a Class Majority Vote; and (iii) in the event that any of the Required Reserves are funded with a Letter of Credit (as defined in Schedule 8.2(b)) and such Letter of Credit is scheduled to expire and has not been renewed or replaced with a new Letter of Credit or with cash, cause the Project Company to draw on such expiring Letter of Credit at least 5 Business Days prior to its expiry date in an amount equal to the lesser of (x) the face amount of such expiring Letter of Credit and (y) the difference between the applicable Required Reserve amount and the aggregate total amount of all other cash and Letters of Credit standing to the credit of such Required Reserve account. The proceeds of any such draw on a Letter of Credit shall be deposited in the applicable Required Reserve account.

(c)The Managing Member may, at any time, upon not less than 30 Business Days’ notice to the other Members, resign as Managing Member. The Members, by a Class Majority Vote prior to the Flip Date and by a Majority Vote thereafter, may at any time (i) remove a Managing Member and (ii) fill any vacancy as Managing Member caused by removal, resignation or otherwise; provided, however, that a majority of the Class B Members, without the consent or approval of the Class A Members, shall be entitled to remove the Managing Member upon (x) a determination in accordance with Section 12.11, that there is Cause for removal or (y) following any Bankruptcy of the Managing Member, or foreclosure or involuntary transfer of the Class A Membership Interests held by the Managing Member and in any such case, fill any vacancy created by such removal.

(d)Upon the removal of the Managing Member by the Class B Members pursuant to the preceding Section 8.2(c), then a majority of the Class B Members, without the consent or approval of the Class A Members, shall have the right to appoint a qualified and experienced Person with a national or international reputation to perform the duties of the Managing Member under this Company LLC Agreement, which Person shall not be required to be a Member of the Company.

(e)A majority of the Class B Members, without the consent or approval of the Class A Members, shall be entitled to remove any counterparty to a Material Contract that is a First Wind Subsidiary (so long as NHC is a Class A Member) or an Affiliate of any Class A Member other than NHC upon a determination in accordance with Section 12.11, that there is Affiliate Material Contractor Cause for removal of such counterparty under such Material Contract; provided, that such removal right shall only

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apply to the Material Contract for which there is a showing of Affiliate Material Contractor Cause and not to any other Material Contract.

(f)Upon removal of a contract counterparty by the Class B Members as provided in the Section 8.2(e), then a majority of the Class B Members, without the consent or approval of the Class A Members, shall have the right to appoint a qualified and experienced Person with a national or international reputation to perform the duties of such contract counterparty under such Material Contract, which Person shall not be required to be a Member of the Company.

(g)If the Managing Member fails to enforce the rights of the Company, MWCI or the Project Company under a Designated Affiliate Agreement in accordance with the Prudent Operator Standard, the Members holding a majority of Class B Membership Interests may direct the Managing Member to cause the Company, MWCI or the Project Company to take actions that are in accordance with the Prudent Operator Standard to enforce the rights of the Company, MWCI or Project Company (as applicable) under such Designated Affiliate Agreement; provided, the Managing Member or Members holding a majority of the Class A Membership Interests may invoke the dispute resolution procedures of Section 12.11 with respect to any course of action directed by a majority of the Class B Members pursuant to this Section 8.2(g); and provided, further, that the Managing Member shall continue to cause the Company, MWCI or Project Company, as applicable, to act in accordance with the direction of the majority of the Class B Members pending resolution of any such dispute.

Section 8.3.Major Decisions.

(a)In addition to any other approval required by Applicable Law or this Company LLC Agreement, Major Decisions are reserved to the Members, and none of the Company, the Managing Member, the Manager, or any officer, employee or agent thereof shall do or take or make or approve any Major Decisions without a Class Majority Vote.

(b)The Managing Member will submit proposed Major Decisions to the Class B Members in writing in accordance with Section 12.11, with each submission setting forth in reasonable detail the Major Decision proposed and the basis for the Managing Member’s recommendation. Upon receipt of the written submission, the Class B Members will have 10 Business Days therefrom to approve or reject the proposal. The decision of each Class B Member as to whether or not to consent to or approve any Major Decision shall be in the reasonable discretion of such Member.

Section 8.4.Insurance. The Managing Member shall cause the Company, MWCI and Project Company to acquire and maintain (including making changes to

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coverage and carriers) the casualty, general liability (including product liability), property damage and/or other types of insurance set forth in Schedule 8.4; provided that, if any such insurance is not available on commercially reasonable terms, only such insurance shall then be required to be carried pursuant to this Section 8.4 as is then available on commercially reasonable terms. The Class B Members shall be added to such insurance as set forth in Schedule 8.4 as Additional Insured and Loss Payee as their interests may appear, with a waiver of subrogation permitted in their favor (where legally permitted or insurance market practice permits). Such insurance shall require that the Class B Members be provided with 30 days written notice of cancellation (10 days for non-payment of premium). The Managing Member shall cause to be delivered to each Class B Member, promptly after it becomes a Member, certificates from a reputable insurance broker evidencing the maintenance of the insurance required by this Section 8.4, which certificates shall be replaced or updated to reflect any replacement, renewal or other change to the insurance evidenced thereby, or the addition of any policy not then reflected on the most recently delivered certificates.

Section 8.5.Actions in Respect of the Existing Financing.

(a)At any time following the Second Equity Capital Contribution Date, the Members holding a majority of Class B Membership Interests may, within 5 Business Days after receipt of a Financing Default Notice or if Class B Member otherwise becomes aware that a written notice of a Default or Event of Default has been delivered to the Project Company under the Existing Financing, direct the Managing Member to cause the Project Company to take actions with respect to the Default or Event of Default (each as defined in the Existing Financing Credit Agreement) described in such Financing Default Notice or other written notice that are not inconsistent with the terms of the Credit Documents (as defined in the Existing Financing Credit Agreement) and that are in accordance with the Prudent Operator Standard in order to effect cure or otherwise resolve such Default or Event of Default, provided, however, that the Manager, Administrative Services Provider, Managing Member or the Project Company shall not be prevented from taking any actions with respect to such Default or Event of Default prior to receipt of such a direction from the majority Class B Members. The Members holding a majority of the Class A Membership Interests may invoke the dispute resolution procedures of Section 12.11 with respect to any course of action directed by a majority of the Class B Members pursuant to this Section 8.5(a); provided, however, that the Managing Member shall continue to cause the Project Company to act in accordance with the direction of the majority of the Class B Members pending resolution of such dispute.

(b)Upon receipt of an Insufficient Funds Notice or if Class B Member otherwise becomes aware that a written notice of a Default or Event of Default has been delivered to the Project Company under the Existing Financing Credit Agreement, the

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Class B Members shall have the right at any time following the Second Equity Capital Contribution Date to (i) make a capital contribution to the Company, or (ii) to make a loan to the Company or Project Company on terms and conditions reasonably acceptable to the Managing Member, in each case in an amount sufficient to remedy the shortfall set forth in the Insufficient Funds Notice or take other corrective action or buy Existing Financing. In the case of a capital contribution or loan made to the Company, the Managing Member shall thereupon promptly cause the Company to either (x) contribute or (y) make an intercompany loan, on terms and conditions reasonably satisfactory to the Managing Member, with the proceeds of the Class B Members’ loan or capital contribution (as applicable) to the Project Company. The Managing Member shall thereafter cause the Project Company to apply the proceeds of any such loans or capital contributions made pursuant to this Section 8.5(b) to repay the Existing Financing.

(c)In addition to, and without limitation to the rights set forth in Section 8.5(a) and (b), upon receipt of a Financing Default Notice or an Insufficient Funds Notice or if the Class B Members otherwise become aware that a written notice of a Default or an Event of Default has been delivered to the Project Company under the Existing Financing Credit Agreement, the Class B Members shall have the right, but not the obligation, at any time, to exercise the rights of the Class B Members under the Consent and Agreement.

ARTICLE IX

TRANSFERS

Section 9.1.Prohibited Transfers. No Member shall sell, transfer, assign, convey, pledge, mortgage, encumber, hypothecate or otherwise dispose of all or any part of its Membership Interests or any interest, rights or obligations with respect thereto, directly or indirectly (including through a change of Control or merger of such Member, other than as contemplated by Section 9.4), (any such action, a “Transfer”), except as provided in this ARTICLE IX. Any attempted Transfer that does not comply with this ARTICLE IX, shall be null and void and of no force or effect whatsoever.

Section 9.2.Conditions Applicable to All Transfers. Except as otherwise provided in this ARTICLE IX, all Transfers of Membership Interests, including Transfers of Membership Interests effected through the change of control of a parent of a Member must satisfy the following conditions:

(a)Except with respect to a change of Control of a Member as provided in Section 9.4, the transferee must execute, adopt and acknowledge this Company LLC Agreement and execute such other agreements as the Managing Member may reasonably deem necessary or appropriate to confirm the undertaking of the transferee to be bound by the terms of this Company LLC Agreement and to assume the obligations of the

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transferor under this Company LLC Agreement including, to the extent the transferor is to be released from such obligations, the Contribution Agreement.

(b)Except with respect to a change of Control of a Member as provided in Section 9.4, the prospective transferee makes the representations, warranties and covenants set forth in Section 3.11 and Section 3.12 as of the date of such Transfer.

(c)Except with respect to a change of Control of a Member as provided in Section 9.4 (other than a merger involving a Member where the Member is not the surviving entity), the prospective transferee shall agree to be bound by the Contribution Agreement.

(d)The Transfer will not violate any material agreement binding on the Company, the Project Company, or any assets of the Company or the Project Company.

(e)Except with respect to a change of Control of a Member as provided in Section 9.4, the transferring Member and the prospective transferee must each execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such Transfer and such other instruments as are reasonably satisfactory in form and substance to the other Members to effect such Transfer and to confirm the transferor’s intention that the transferee become a Member in its place.

(f)The Transfer will not result in a termination of the Company under section 708(b)(1)(B) of the Code, unless the transferor has indemnified the other Members against any adverse tax effects in a manner reasonably acceptable to the other Members. The conversion of a Member (or any upper-tier entity whose only asset for federal income tax purposes is the Member) from a corporation, partnership or disregarded entity for United States federal income tax purposes into one of the other forms (corporation, partnership or disregarded entity) will be treated as a Transfer for purposes of this subsection.

(g)The Transfer will not cause a Recapture Event.

(h)The Transfer will not cause there to be more than 3 Class B Members or more than 3 Class A Members.

(i)The Transfer will not violate any securities laws or any other applicable federal or state laws or the order of any court having jurisdiction over the Company or the Project Company or any of their assets or any material contract, lease, security, indenture or agreement binding on the Company or the Project Company or their assets.

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(j)The Transfer will not cause the Company to be (i) classified as an entity other than a partnership for United States federal income tax purposes or (ii) classified as a Tax-Exempt Person, or cause the Project to become “tax-exempt use property” within the meaning of section 168(h) of the Code.

(k)The transferee is an Approved Transferee.

(l)Notwithstanding anything in this Company LLC Agreement to the contrary, if such Transfer would occur prior to the expiration of the Recapture Period, such Transfer shall not be effective unless, prior to the effective date of the proposed Transfer, the transferring Member delivers a written opinion of a nationally-recognized law firm in form and substance satisfactory to the non-transferring Member, if requested by the non-transferring Member, that such Transfer would not result in a Recapture Event;

(m)Any parent guaranty that is then required to be in full force and effect with respect to obligations of the transferring Member remains in force and effect or is replaced with a guaranty on terms and conditions reasonably satisfactory to a majority of the Class A Members of another entity having a credit rating of not less than the Required Ratings;

(n)The transferring Member or the proposed transferee shall pay, or reimburse the Company and each other Member for, all reasonable costs and expenses incurred by the Company and the other Members in connection with the Transfer and the admission of the proposed transferee as a Member of the Company, on or before the tenth day after the receipt by that Person of the Company’s or such non-transferring Member’s invoice, together with such documentation of costs and expenses as reasonably requested by such transferring Member or the proposed transferee, for the amount due;

(o)The Transfer of a Membership Interest shall not effect a release of the transferring Member from any liabilities to the Company or the other Members arising from events occurring prior to or in connection with the Transfer;

(p)Solely to the extent the following may be applicable to the Projects or the Project Companies, the Transfer shall not result in: (a) any Project Company, as applicable, (i) being in violation of Section 203 of the Federal Power Act; (ii) ceasing to be authorized by FERC to make sales of energy, capacity and ancillary services at market-based rates, being in violation of the terms and conditions of its market-based rate authorization, or otherwise being in violation of Section 205 of the Federal Power Act, or (iii) ceasing to be an exempt wholesale generator under PUHCA; or (b) if applicable, any Project ceasing to be a qualifying small power production facility under the Public Utility

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Regulatory Policies Act of 1978 and the FERC implementing regulations or exempt wholesale generator under PUHCA.

(q)All permits, consents and licenses, including all necessary Governmental Approvals with respect to such Transfer shall have been obtained.

Section 9.3.Certain Permitted Transfers. Except as otherwise provided in this Section 9.3 or as required by Applicable Law applicable to a Member or its Affiliates, and notwithstanding the provisions set forth in Section 9.2, the following Transfers (the “Permitted Transfers”) may be made at any time and from time to time, without restriction and without notice to, approval of, filing with, consent by, or other action of or by, any Member or other Person:

(a)The issuance of the Membership Interests by the Company to the Investor pursuant to the Contribution Agreement;

(b)The grant of any security interest in any Class A Membership Interest pursuant to any security agreement that any Class A Member or any Affiliate of a Class A Member may enter into with lenders; provided, however, that (i) the requirements set forth in Section 9.2(d), (f), (g), (i), (j) and (p) shall be satisfied in respect of any such grant of a security interest, and (ii) the requirements set forth in Section 9.2(a), (c), (d), (e), (f), (g), (i), (j) and (p) shall be satisfied in respect of any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in this Section 9.3(b);

(c)The Transfer of any Membership Interest solely to an Affiliate of a Member; provided that the requirements set forth in Section 9.2 are satisfied; and

(d)Any Transfer in accordance with Section 9.5 (Purchase/Call Option), Section 9.6(Termination Purchase Option) or Section 9.7 (Buyout Events); provided, however, that the requirements set forth in Section 9.2(a), (f), (g), (e), (i), (j) and (p) shall be satisfied in respect of any such Transfer.

Section 9.4.Upstream Reorganizations.

(a)Subject to the restrictions in this ARTICLE IX and so long as the provisions of Section 9.2(d), (f), (g), (i), (j) and (p) are complied with (and, for the purposes of this Section 9.4, the term “Transfer” in such clauses of Section 9.2 shall be deemed to include any change of Control or transfer of interests or other transactions described below):

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(i)the approval of the Class B Members will not be required in connection with any (A) internal reorganization of NHC or any of its respective Affiliates; (B) sale of an interest in NHC, or of an upstream interest in any direct or indirect owner of NHC, to an Approved Transferee; (C) any Exempted Event, (D) any event that causes a change of Control of an Affiliate that is not a First Wind Subsidiary, or (E) regulatory approvals related to (A), (B), (C) or (D); provided, however, that this Section 9.4(a)(i) will not apply to a direct transfer of an interest in the Company by NHC.

(ii)if the Investor Guaranty is still required to be in full force and effect, provided the Investor Guaranty or a replacement guaranty in form and substance reasonably satisfactory to a majority of the Class A Members is in full force and effect, the approval of the Class A Members will not be required in connection with any (i) internal reorganization of Stanton, Investor Guarantor or any of their respective Affiliates; (ii) sale of an interest in Stanton, or of an upstream interest in any direct or indirect owner of Stanton, Investor Guarantor or any of their respective Affiliates, to an Approved Transferee; or (iii) regulatory approval related to (i) or (ii); provided, however, that this Section 9.4(a)(ii) shall not apply to a direct transfer of an interest in the Company by any Class B Member; and provided, further, that any adverse tax consequences caused by a transfer by any Class B Member, or an Affiliate of any Class B Member permitted by this paragraph will be ignored when calculating when the Calculated Amount equals zero.

Section 9.5.Purchase/Call Option.

(a)Each Class A Member (or any Affiliate of such Class A Member designated by it) shall have the right, exercisable at any time following the Flip Date, to acquire all (but not less than all) of the Class B Membership Interests (the “Purchase/Call Option”), upon giving the Company and all other Members not less than 60 days’ written notice of an election to exercise the Purchase/Call Option (the “Call Exercise Notice”) during such period. Any other Class A Member may elect to participate in the Purchase/Call Option by giving its own Call Exercise Notice within 10 Business Days after the first Call Exercise Notice is given. Unless a Class A Member has given a Call Exercise Notice within such 10 Business Day period, it may not participate in the Purchase/Call Option. Any Call Exercise Notice, if given, shall be irrevocable; provided, the Class B Member shall not be required to sell its Class B Membership Interests to the remaining Class A Members unless all of the Class B Membership Interests are being acquired by the remaining Class A Members.

(b)If a Class A Member defaults on its obligation to purchase any Class B Membership Interest pursuant to this Section 9.5, the remaining Class A Members who

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have given a Call Exercise Notice shall have the right (but not the obligation) to purchase the Class B Membership Interests that were to be transferred to such defaulting Class A Member, (i) first, in a proportion determined by the ratio of its Class A Percentage Interest and the aggregate Class A Percentage Interest of all Class A Members that have given a Call Exercise Notice (other than such defaulting Class A Member) and (ii) second, if any Class B Membership Interests would remain, in such proportions as the participating Class A Members may agree. The Call Price to be paid pursuant to Section 9.5(d) shall be adjusted as necessary to take into account any reallocation of the purchase of the Class B Membership Interests pursuant to this Section 9.5(b);

(c)The consideration for the Transfer of the Class B Membership Interests to the Class A Members pursuant to the Purchase/Call Option shall be an amount (payable in United States dollars) equal to the greater of (i) the Fair Market Value of the Class B Membership Interests of such Class B Member as of the date of the purchase of the Class B Membership Interests pursuant to this Section 9.5 and (ii) an amount sufficient to cause the Class B Member to maintain the Flip Yield, taking into account any tax liability caused by the gain related to minimum gain attributed to the Class B Members as a result of the Class A Member’s purchase of the Class B Interests in connection with such Purchase/Call Option (the “Call Price”). Absent manifest error, such determination of the Call Price shall be final and binding on all Members participating in the Purchase/Call Option.

(d)If the Purchase/Call Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) 60 days after the applicable Call Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any Applicable Law.

(e)If the Purchase/Call Option is exercised, at the closing of the Transfer, (1) each Class A Member which has given a Call Exercise Notice shall pay (by wire transfer of immediately available United States Dollars to such United States bank accounts as Class B Members may designate in a written notice to the Company and Class A Members no later than 5 Business Days prior to the closing date for the Transfer pursuant to the Purchase/Call Option) an amount equal to (x) the product of (i) the Call Price (determined in accordance with Section 9.5(c)), multiplied by (ii) the fraction, the numerator of which is the Class A Percentage Interest of such Class A Member and the denominator of which is the aggregate Class A Percentage Interest of all Class A Members that have given a Call Exercise Notice, less (y) the aggregate amounts of any amounts due and not yet paid by the Class B Member transferring its Class B Membership Interests to such Class A Member exercising its Purchase/Call Option in respect of NHC Indemnified Costs or Member Indemnified Costs; provided, that in no event shall such calculation of the amount to be paid upon the closing of the Transfer result in a payment less than zero dollars; and (2) each Class B Member shall take the

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following actions: (i) following the payment by all (but not less than all) Class A Members who have given a Call Exercise Notice of the amount contemplated in Section 9.5(e)(1) (or, in the event there is a defaulting Class A Member, all Class A Members who have given a Call Exercise Notice and have exercised their rights in the event there is a defaulting Class A Member pursuant to Section 9.5(b)) such that the price for all of the Class B Membership Interests is paid, such Class B Member shall Transfer to each Class A Member entitled to purchase, as provided in Section 9.5(c), all right, title and interest in and to the Class B Membership Interests in proportion to the fraction, the numerator of which is the Class A Percentage Interest of such Class A Member and the denominator of which is the aggregate Class A Percentage Interest of all Class A Members that have given a Call Exercise Notice, free and clear of all Liens other than Permitted Liens created by such Class B Member; (ii) such Class B Member shall be deemed to have made the representations set forth on Schedule 9 attached hereto to each such Class A Member and the Company; and (iii) such Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this Section 9.5. Upon the closing of such Transfer, (1) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) such Class B Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class B Membership Interests.

Section 9.6.Termination Purchase Option.

(a)In the event that the Second Equity Capital Contribution Date has not occurred on or prior to January 31, 2010, each Class A Member (or any Affiliate of such Class A Member designated by it) shall have the right, exercisable at any time after February 1, 2010, to acquire all (but not less than all) of the Class B Membership Interests (the “Termination Purchase Option”), upon giving the Company and all other Members not less than 15 days’ written notice of an election to exercise the Termination Purchase Option (the “Termination Exercise Notice”) during such period. Any other Class A Member may elect to participate in the Termination Purchase Option by giving its own Termination Exercise Notice within 5 Business Days after the first Termination Exercise Notice is given. Unless a Class A Member has given a Termination Exercise Notice within such 5 Business Day period, it may not participate in the Termination Purchase Option. Any Termination Exercise Notice, if given, shall be irrevocable; provided, the Class B Member shall not be required to sell its Class B Membership Interests to the remaining Class A Members unless all of the Class B Membership Interests are being acquired by the remaining Class A Members.

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(b)If a Class A Member defaults on its obligation to purchase any Class B Membership Interest pursuant to this Section 9.6, the remaining Class A Members who have given a Termination Exercise Notice shall have the right (but not the obligation) to purchase the Class B Membership Interests that were to be transferred to such defaulting Class A Member, (i) first, in a proportion determined by the ratio of its Class A Percentage Interest and the aggregate Class A Percentage Interest of all Class A Members that have given a Termination Exercise Notice (other than such defaulting Class A Member) and (ii) second, if any Class B Membership Interests would remain, in such proportions as the participating Class A Members may agree. The Termination Purchase Price to be paid pursuant to Section 9.6(e) shall be adjusted as necessary to take into account any reallocation of the purchase of the Class B Membership Interests pursuant to this Section 9.6(b).

(c)The consideration for the Transfer of the Class B Membership Interests to the Class A Members pursuant to the Termination Purchase Option shall be an amount (payable in United States dollars) equal to the greater of (i) the Fair Market Value of the Class B Membership Interests of such Class B Member as of the date of the purchase of the Class B Membership Interests pursuant to this Section 9.6 and (ii) an amount sufficient to cause the Class B Member to achieve an internal rate of return on its Capital Contribution equal to *****% (the “Termination Purchase Price”).

(d)If the Termination Purchase Option is exercised, the closing of such Transfer shall occur on the Business Day that is (i) 15 days after the Termination Exercise Notice is given or (ii) such later date as may be required to obtain any applicable consents or approvals or satisfy any reporting or waiting period under any applicable Legal Requirements.

(e)If the Termination Purchase Option is exercised, at the closing of the Transfer, (1) each participating Class A Member shall pay (by wire transfer of immediately available United States Dollars to such United States bank accounts as the Class B Member may designate in a written notice to the Company and Class A Member no later than 5 Business Days prior to the closing date for the Transfer pursuant to the Termination Purchase Option) an amount equal to (x) the product of (i) the Termination Purchase Price (determined in accordance with Section 9.6(c)), multiplied by (ii) the fraction, the numerator of which is the Class A Percentage Interest of such Class A Member and the denominator of which is the aggregate Class A Percentage Interest of all Class A Members that have given a Termination Exercise Notice, less (y) the aggregate amounts of any unpaid indemnification obligations owed by the Class B Member transferring its Class B Membership Interests to such Class A Member exercising its Termination Purchase Option under any Transaction Document; provided, that in no event shall such calculation of the amount to be paid upon the closing of the Transfer result in a payment less than zero dollars; and (2) the Class B Member shall take the

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following actions: (i) Transfer to each Class A Member entitled to purchase, as provided in Section 9.6(c), all right, title and interest in and to the Class B Membership Interests in proportion to the fraction, the numerator of which is the Class A Percentage Interest of such Class A Member and the denominator of which is the aggregate Class A Percentage Interest of all Class A Members that have given a Termination Exercise Notice, free and clear of all Liens other than Permitted Liens created by such Class B Member; (ii) the Class B Member shall be deemed to have made the representations set forth on Schedule 9 attached hereto to each such Class A Member and the Company; and (iii) the Class B Member shall take all such further actions and execute, acknowledge and deliver all such further documents that are necessary to effectuate the Transfer of the Class B Membership Interests contemplated by this Section 9.6. Upon the closing of such Transfer, (1) all of such Class B Member’s obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer will terminate except those obligations and liabilities accrued through the date of such closing, (2) such Class B Member shall have no further rights as a Member, and (3) all the rights, obligations and liabilities associated with the Class B Membership Interests which are the subject of such Transfer shall become the rights, obligations and liabilities of each Person acquiring such Class B Membership Interests.

Section 9.7.Buyout Events.

(a)This Section 9.7 shall apply to any of the following events (each a “Buyout Event”):

(i)a Member enters Bankruptcy;

(ii)a Member dissolves and commences liquidation or winding up and such dissolution or liquidation is reasonably expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on the Project or any other Member; or

(iii) there occurs an event that makes it unlawful for the Member to continue to be a Member.

Upon the occurrence of a Buyout Event, the Affected Member shall give written notice thereof to the Managing Member. Upon receipt of such written notice by the Managing Member, the Managing Member shall promptly give notice thereof to each other Member.

(b)If a Buyout Event occurs, then each of the other Members shall have the option to acquire the Membership Interest of the Affected Member (or to cause it to be acquired by a third party designated by the other Members) (with the Members

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exercising such right being referred to herein as “Purchasing Members”) in such proportions as the Purchasing Members may agree or, if they cannot agree, in accordance with the number of Membership Interests held by each such Purchasing Member divided by the total number of Membership Interests held by all of the Purchasing Members together. Each Purchasing Member shall exercise its right to participate in the acquisition of the Affected Member’s Membership Interest by giving notice of such exercise to the Managing Member not more than 20 days following receipt by the Members of the notice from the Managing Member referred to in the final sentence of Section 9.7(a), which notice, if given by a Purchasing Member, shall be irrevocable.

(c)The purchase price (the “Buyout Price”) for a Membership Interest being purchased pursuant to this Section 9.7 shall be the Fair Market Value of such Membership Interest as to which a Buyout Event specified in this Section 9.7 has occurred; less the aggregate amounts of any unpaid indemnification obligations owed by the Affected Member to the Purchasing Member under any Transaction Document divided by the number of Membership Interests being purchased by such Purchasing Member pursuant to this Section 9.7.

(d)The Parties acknowledge and agree that the provisions of this Section 9.7(c) (including the provisions relating to the determination of the Buyout Price) are a material inducement to their entering into this Company LLC Agreement.

(e)If an option to purchase is exercised under this Section 9.7, the closing on such purchase shall occur on the thirtieth day after the determination of the Buyout Price (or, in any event, if later, the 5th Business Day after the receipt of all applicable regulatory and governmental approvals to the purchase). Unless otherwise agreed among the Affected Member and the Purchasing Members, the Buyout Price shall be paid in cash at such closing (by wire transfer of immediately available United States Dollars to such United States bank accounts as the Purchasing Members shall designate in at least five days in advance in writing). The obligations of each Purchasing Member under this Section 9.7 shall be several and not joint.

(f)Upon the occurrence of a closing under Section 9.7(d), the following provisions shall apply to the Affected Member (now a “Terminated Member”):

(i)The Terminated Member shall cease to be a Member immediately upon the occurrence of the closing.

(ii)The Terminated Member shall no longer be entitled to receive any distributions (including liquidating distributions) or allocations from the Company except as directed in Section 5.4, and it shall not be entitled to exercise

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any voting or consent rights or to receive any further information (or access to information) from the Company (other than any required tax information).

(iii)The Terminated Member must pay to the Company all amounts owed to the Company by such Terminated Member.

(iv)The Terminated Member shall remain obligated for all liabilities it may have under this Company LLC Agreement or otherwise with respect to the Company that accrue prior to the closing.

(v)The Membership Interest, including the Capital Account balance attributable thereto, of the Terminated Member shall be allocated among the Purchasing Members in the proportion of the total Buyout Price paid by each Purchasing Member.

Section 9.8.Regulatory and Other Authorizations and Consents.

(a)In connection with any Transfer pursuant to Section 9.5 (the “Designated Transfers”), each Member involved shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of, give all notices to and make all filings with, all Governmental Authorities and third parties that may be or become necessary for the Designated Transfers, its execution and delivery of, and the performance of its obligations under, this Company LLC Agreement or other Transaction Documents in connection with any such Designated Transfer and will use commercially reasonable efforts to cooperate fully with the other Members in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices and making such filings, including the provision to such third parties and Governmental Authorities of such financial statements and other publicly available financial information with respect to such Member or, if applicable, such Member’s Guarantor, as the case may be, as such third parties or Governmental Authorities may reasonably request; provided, however, that no Member involved shall have any obligation to pay any consideration to obtain any such consents. The Managing Member shall cooperate in making any filing with any Governmental Authority to effect such a Designated Transfer. In addition, the Members involved shall keep each other reasonably apprised of their efforts to obtain necessary consents and waivers from third parties or Governmental Authorities and the responses of such third parties and Governmental Authorities to requests to provide such consents and waivers.

(b)Without limiting the generality of Section 9.8(a), each Member shall make such filings as may be required under the HSR Act, the Federal Power Act, as amended, or any state Applicable Law relating to the ownership or control of the Project

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with the cooperation of the Company, NHC, and the Project Company, to the extent that the participating party’s status, or verification of document is an Applicable Law.

(i)To the extent required by the HSR Act, each Member involved in a Designated Transfer shall use commercially reasonable efforts to (i) file or cause to be filed, as promptly as practicable but in no event later than the 15th Business Day after the delivery of any Call Exercise Notice with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such Member under the HSR Act concerning the Designated Transfer and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning the Designated Transfer, in each case so that the initial 30 day waiting period applicable under the HSR Act shall expire as soon as practicable. Each Member involved in a Designated Transfer agrees to request, and to cooperate with the other Members involved in requesting, early termination of any applicable waiting period under the HSR Act. Each of the Class A Members involved in a Designated Transfer shall be responsible for the filing fees incurred by all Members involved in the Designated Transfer in connection with the initial filings required by the HSR Act in connection with the Designated Transfers (pro rata in proportion to the percentage of Class B Membership Interests each such Class A Member will acquire in connection with the Designated Transfer). Except as expressly provided in the prior sentence with respect to filing fees, each Member involved in a Designated Transfer will be responsible for its own fees and expenses, including any fees and expenses of counsel, accountants or other professional advisors.

(ii)To the extent required by the Federal Power Act, each Member involved in a Designated Transfer shall use commercially reasonable efforts to (i) file or cause to be filed, as promptly as practicable but in no event later than the 21st Business Day after the delivery of any Call Exercise Notice, any required application for approval of the Designated Transfer pursuant to Section 203(a) of the Federal Power Act, and (ii) as promptly as practicable but in no event later than the 10th Business Day after the delivery of any Call Exercise Notice, provide to the Company and the Managing Member information needed for the Company and/or the Managing Member to file an application for approval of the Designated Transfer under Section 203(a) of the Federal Power Act, as may be necessary.

Section 9.9.Admission. Any transferee of all or part of any Membership Interests pursuant to a Transfer made in accordance with this Company LLC Agreement shall be admitted to the Company as a substitute Member upon its execution of a

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counterpart to this Company LLC Agreement and compliance with the other requirements of this ARTICLE IX.

Section 9.10.Security Interest Consent. If any Class A Member grants a security interest in any Class A Membership Interest, upon request by such Class A Member, each Class B Member will execute and deliver to any Person holding such security interest (for itself and/or for the benefit of other lenders) such acknowledgments, consents or other instruments as such person may reasonably request to confirm that such grant and any foreclosure or other exercise of remedies in respect of such Class A Membership constitutes a Permitted Transfer under this Company LLC Agreement, subject to the condition set forth in Section 9.2(g).

ARTICLE X

DISSOLUTION AND WINDING-UP

Section 10.1.Events of Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of any of the following:

(a)the written consent of all Members to dissolve and terminate the Company; provided, however, that the Company shall not be dissolved and its affairs shall not be wound up solely upon the withdrawal or termination of a Member unless no other Members remain;

(b)the entry of a decree of judicial dissolution under Section 18-802 of the Act;

(c)the disposition of all or substantially all of the Company’s business and assets;

(d)the issuance of a final, nonappealable court order which makes it unlawful for the business of the Company to be carried on; or

(e)at any time there are no members of the Company unless the business of the Company is continued in accordance with the Act.

Section 10.2.Distribution of Assets.

(a)The Members hereby appoint the Managing Member to act as the liquidator upon the occurrence of one of the events in Section 10.1. Upon the occurrence of such an event, the liquidator will proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The liquidator may sell, and will use commercially reasonable efforts to obtain the best possible price for, any or all Company property, including to Members. In no event, without the

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approval of Members by a Class Majority Vote, will a sale to a Member be for an amount that is less than Fair Market Value.

(b)The liquidator will first pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including the Working Capital Loans and all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine) in the order of priority as provided by law.

(c)Any assets of the Company that are not sold by the liquidator will be deemed sold for their Gross Asset Values as defined in subparagraph (b) of the definition of “Gross Asset Value,” and the gain from all dispositions and deemed dispositions, along with any other gross income or other gain for the Tax Year during which the distribution of liquidation proceeds occurs, will be allocated first to Members with deficits in their Capital Accounts (in the ratio of the deficits if more than one Member’s Capital Account is in deficit) until such deficits have been eliminated.

(d)Remaining items of gross income, gain, expense or deduction will each be allocated,

(i)in the event of a liquidation of the Company on or prior to December 31, 2009, first among the Class B Members in an effort to set the Capital Account of each Class B Member at a level that would cause it to receive its pro rata portion of any amounts in the Required Reserves and the sum of its Capital Contributions previously made to the Company pursuant to Section 4 hereof, thereafter, to the Class A Members any remaining items after the allocation to the Class B Member in this clause has been made.

(ii)in the event of a liquidation of the Company after December 31, 2009, first among the Class A Members in an effort to set the Capital Account of each Class A Member at a level that would allow it to receive its pro rata portion of the Special Funded Distribution (if such amount has not already distributed), second among the Class B Members in an effort to set the Capital Account of each Class B Member at a level that would cause the Calculated Amount to equal zero (if such amount has not already been reached), and thereafter in the ratio in Section 5.1(b).

(e)After the allocations in Section 10.2(c) and 10.2(d) have been made, then cash and property will be distributed pro rata to the Members in the amount of the

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positive balances in their Capital Accounts by the end of the Tax Year during which the liquidation occurs (or, if later, within 90 days after the date of such liquidation).

(f)After giving effect to all allocations, distributions and contributions for all periods, if any Class B Member has a deficit Capital Account balance, such Class B Member shall be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the taxable year of the Company during which the liquidation of the Company occurs or if later, within 90 days after the date of such liquidation, except that the restoration obligation of all Class B Members in the aggregate will not be more than $30,000,000 and no Class B Member shall be required to contribute more than its pro rata share of such restoration obligation (based upon the ratio of its Class B Membership Interests to all of the Class B Membership Interests), provided that such Member may eliminate such deficit restoration obligation (in whole or in part) by providing written notice thereof to the Company and the Class A Member so long as, after such elimination, such Member does not then have a deficit Adjusted Capital Account. Each Class B Member will have the right at its option to increase the amount of its restoration obligation in this Section 10.2(g). No Class A Member shall be obligated to contribute cash to restore a deficit in its Capital Account but a Class A Member, may, at its option, agree to assume a deficit restoration obligation by providing written notice to that effect to each other Member.

(g)The distribution of cash and property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on its Membership Interests in the Company of all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return Capital Contributions of each Member, such Member shall have no recourse against the Company or any other Member.

Section 10.3.In-Kind Distributions. There shall be no distribution of assets of the Company in kind without a Class Majority Vote.

Section 10.4.Certificate of Cancellation.

(a)When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, a certificate of cancellation shall be executed and filed by the liquidator with the Secretary of State of the State of Delaware, which certificate shall set forth the information required by Section 18-203 of the Act.

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(b)Upon the filing of the certificate of cancellation, the existence of the Company shall cease.

(c)All costs and expenses in fulfilling the obligations under this Section 10.4 shall be borne by the Company.

ARTICLE XI

GENERAL INDEMNITY

Section 11.1.Indemnification by the Members.

(a)Beginning on the Effective Date (or, with respect to any additional Member that becomes a Member after the Effective Date, on the first date on which such Person becomes a Member hereunder) and continuing thereafter, each Member agrees to indemnify, defend and hold harmless the other Member Parties from and against any and all Member Indemnified Costs.

(b)No claim for indemnification may be made with respect to any Indemnified Costs (other than fraud, willful misconduct, or failure to pay any amount due to Indemnified Parties under any Transaction Document) until the aggregate amount of such costs for which indemnification is (or previously has been) sought by the Indemnified Party under all Transaction Documents exceeds $100,000 and once such threshold amount of claims has been reached, the relevant Indemnified Party and its Affiliates shall have the right to be indemnified only to the extent the amount of Indemnified Costs claimed exceed such threshold amount. Claims for indemnification under this Company LLC Agreement and the other Transaction Documents shall not be duplicative of one another and shall not allow for duplicative recoveries.

Section 11.2.Indemnification of Members by the Company. Each Member and any Affiliate of a Member, and each of their respective officers, directors, shareholders, employees and agents (each, a “Member Party”) shall be exculpated from liability for and defended, indemnified and held harmless by the Company from all Claims arising out of the performance by such Member Party of its obligations under this Company LLC Agreement so long as such Member Party acted in good faith and in a manner reasonably believed by it to be in the best interest of or not opposed to the interest of the Company; provided, however, that no Member Party shall be shall be exculpated from liability for and defended, indemnified and held harmless or entitled to the payment of an Indemnity Claim under this ARTICLE XI to the extent such Claim is attributable to willful misconduct, fraud or gross negligence or breach of any of its representations, warranties or covenants or agreements (in each case, if any) under this Company LLC Agreement or the Contribution Agreement.

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Section 11.3.Procedures for Indemnity Obligation.

(a)All Indemnity Claims by the Indemnified Persons under Section 11.1 shall be asserted and resolved in accordance with this Section 11.3.

(b)If an Indemnified Person learns of an Indemnity Claim asserted against such Indemnified Person by a Third Person for which such Indemnified Person may seek indemnification under Section 11.1, such Indemnified Person shall promptly notify the indemnifying Member(s) thereof, specifying the nature of and specific basis for such Indemnity Claim and the actual or estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Indemnity Claim) (the “Claim Notice”); provided, however, that the failure to provide such notice promptly shall not limit or reduce such Indemnified Person’s right to indemnification under Section 11.1 except to the extent that such failure to provide such notice promptly shall prevent or shall have prevented the indemnifying Member(s) from properly or effectively defending the Indemnity Claim or from recovering reimbursement or other damages to which the indemnifying Member(s) would be entitled.

(c)The indemnifying Member(s) shall notify the Indemnified Person within the Notice Period whether or not it disputes its obligation to indemnify such Indemnified Person against such Indemnity Claim; provided, however, that the Indemnified Persons are hereby authorized prior to and during such Notice Period to file any motion, answer or other pleading that may be necessary or appropriate to protect their respective interests or those of the indemnifying Member(s) and a copy of such pleading shall be promptly delivered to the indemnifying Member(s).

(d)If any indemnifying Member notifies such Indemnified Person within such Notice Period that it does not dispute its obligation to Indemnify such Indemnified Person against such Indemnity Claim then, except as hereinafter provided, the indemnifying Member(s) shall have the right, but not the obligation, to defend by all appropriate proceedings, and with counsel of its own choosing that is reasonably acceptable to such Indemnified Person, such right being exercisable only in the same notice in which it notifies such Indemnified Person that it does not dispute its obligation to Indemnify it against the Indemnity Claim.

(e)If an indemnifying Member elects to defend against such Indemnity Claim, it shall promptly settle such Indemnity Claim or diligently prosecute it to a final conclusion. If such Indemnified Person desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense.

(f)If an indemnifying Member disputes its liability with respect to such Indemnity Claim or fails to defend against such Indemnity Claim, whether by not giving

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timely notice as provided above or otherwise, such Indemnified Person shall have the right but not the obligation to defend against such Indemnity Claim.

(g)Unless an indemnifying Member has accepted liability for an Indemnity Claim in writing, the indemnifying Member shall not settle any such Indemnity Claim of such Indemnified Person without the prior written consent of such Indemnified Person; provided that in no case shall an indemnifying Member settle or compromise any Indemnity Claim without first demonstrating to such Indemnified Person the ability to pay such Indemnity Claim. The Indemnified Persons shall not settle any Indemnity Claim without the prior written consent of the indemnifying Member unless the indemnifying Member has refused to accept liability for such Indemnity Claim and failed to defend such Indemnified Person against such Indemnity Claim pursuant to the terms of this Company LLC Agreement.

(h)If requested by the indemnifying Member(s), the Indemnified Persons agree to cooperate with the indemnifying Member(s), its (or their respective) insurers and their respective counsel in contesting any Third Party Claims that the Indemnified Persons elect to contest; provided, however, that the indemnifying Member (i) has furnished the Indemnified Persons with a written opinion of the indemnifying Member’s outside counsel to the effect that a reasonable basis exists to contest such Indemnity Claim and (ii) has agreed to advance to the Indemnified Persons all out-of-pocket costs and expenses (including reasonable attorneys’ fees) that the Indemnified Persons may incur in so cooperating in the contest of such Indemnity Claim.

(i)If an Indemnified Person shall have an Indemnity Claim against an indemnifying Member(s) hereunder that does not involve an Indemnity Claim or demand being asserted against or sought to be collected from such Indemnified Person by a Third Person, such Indemnified Person shall promptly send a Claim Notice with respect to such Claim to the indemnifying Member(s). If an indemnifying Member does not notify the Indemnified Person within the Notice Period that it disputes such Indemnity Claim, the amount of such Indemnity Claim shall be conclusively deemed a liability of the indemnifying Member(s) hereunder.

Section 11.4.Member Indemnification Procedures.

(a)All Claims for indemnification of the Member Parties under Section 11.2 shall be asserted and resolved in accordance with this Section 11.4.

(b)If a Member Party learns of an actual Claim for which such Member Party may seek indemnification under Section 11.2, such Member Party shall promptly notify the Managing Member thereof, by sending a Claim Notice; provided, however, that the failure to provide such notice promptly shall not limit or reduce such Member

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Party’s right to indemnification under Section 11.2, except to the extent that such failure to provide such notice promptly shall prevent or shall have prevented the Company from properly or effectively defending the Claim or from recovering reimbursement or other damages to which the Company would be entitled.

(c)The Managing Member, on behalf of the Company, shall notify all Indemnified Persons within the Notice Period whether or not it disputes its obligation to Indemnify such Indemnified Person against such Claim; provided, however, that the Indemnified Persons are hereby authorized prior to and during such Notice Period to file any motion, answer or other pleading that may be necessary or appropriate to protect their respective interests or those of the Company and the other Members and a copy of such pleading shall be promptly delivered to the other Members.

(d)If the Managing Member, on behalf of the Company, notifies such Indemnified Person within such Notice Period that it does not dispute its obligation to Indemnify such Indemnified Person against such Claim then, except as hereinafter provided, the Managing Member, on behalf of the Company, shall have the right, but not the obligation, to defend by all appropriate proceedings, and with counsel chosen by the Managing Member, such right being exercisable only in the same notice in which it notifies such Indemnified Person that it does not dispute its obligation to Indemnify it against the Claim. Such Indemnified Person shall have the right to participate in such defense, using its own counsel at the Company’s expense, to the extent such Claim involves any risk of criminal liability or any conflict of interest between the Company and such Indemnified Person.

(e)If the Company, pursuant to and in accordance with Section 11.4(g), elects to defend the Claim of such Member Party, it shall promptly settle such Claim or diligently prosecute it to a final conclusion. If the Member Parties desire to participate in, but not control, any such defense or settlement, they may do so at their sole cost.

(f)If requested by the Managing Member, on behalf of the Company, the Indemnified Persons agree to cooperate with the Managing Member, on behalf of the Company, its insurers and its counsel in contesting any Third Party Claims that the Company elects to contest; provided, however, that the Managing Member (i) has furnished the Indemnified Persons with a written opinion of the Company’s outside counsel, to the effect that a reasonable basis exists to contest such Claim and (ii) has agreed to advance to the Indemnified Persons all out-of-pocket costs and expenses (including reasonable attorneys’ fees) that the Indemnified Persons may incur in so cooperating in the contest of such Claim.

(g)If the Company disputes its liability with respect to such Claim or fails to defend against such Claim, whether by not giving notice as provided above or

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otherwise, the Member Party shall have the right but not the obligation to defend against such Claim. Unless the Company has accepted liability for a Claim in writing, the Company shall not settle any such Claim without the prior written consent of the Member Party; provided that in no case shall the Company settle or compromise any such Claim without first demonstrating to such Member Party the ability to pay such Claim. The Member Parties shall not settle any Claim without the prior written consent of the Company unless the Company has refused to accept liability for such Claim and failed to defend the Member Party against such Claim pursuant to the terms of this Company LLC Agreement.

(h)If a Member Party shall have an Indemnity Claim against the Company under Section 11.2 which does not involve a Claim or demand being asserted against or sought to be collected from such Member Party by a Third Person, such Member Party shall promptly send a Claim Notice with respect to such Claim to the Managing Member. If the Managing Member on behalf of the Company, does not notify such Member Party within the Notice Period that it disputes such Indemnity Claim, the amount of such Indemnity Claim shall be conclusively deemed a liability of the Company hereunder.

Section 11.5.Gross-Up of Indemnity. To the extent any such indemnification payment is includable as income of an Indemnified Party as determined by agreement of the Indemnified Party and the indemnifying Member or Company, as the case may be, or if there is no agreement, because a nationally-recognized tax counsel selected jointly by the Indemnified Party and the indemnifying Member or Company, as the case may be, opines that such amount is “more likely than not” includable as income of the recipient, the amount of the payment shall be increased by the amount of any federal income tax required to be paid by the Indemnified Party or its Affiliates on the receipt or accrual of the indemnification payment, including, for this purpose, the amount of any such Tax required to be paid by the Indemnified Party on the receipt or accrual of the additional amount required to be added to such payment pursuant to this Section 11.5, assuming full taxability, using an assumed tax rate equal to 35%. If an opinion is delivered in accordance with the foregoing sentence, the Indemnified Party shall report the relevant indemnification payments as income consistent with such opinion and otherwise act in a manner consistent with such opinion. Any payment made under this ARTICLE XI shall be reduced by the present value of any federal income tax benefit to be realized by the Indemnified Party or its Affiliates by reason of the facts and circumstances giving rise to such indemnification.

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ARTICLE XII

MISCELLANEOUS

Section 12.1.Notices. Unless otherwise provided herein, any offer, acceptance, election, approval, consent, certification, request, waiver, notice or other communication required or permitted to be given hereunder (collectively referred to as a “Notice”), shall be in writing and delivered (a) in person, (b) by registered or certified mail with postage prepaid and return receipt requested, (c) by recognized overnight courier service with charges prepaid or (d) by facsimile transmission, directed to the intended recipient at the address of such Member on Schedule 4.2(d) or at such other address as any Member hereafter may designate to the others in accordance with a Notice under this Section 12.1. A Notice or other communication will be deemed delivered on the earliest to occur of (i) its actual receipt when delivered in person, (ii) the 5th Business Day following its deposit in registered or certified mail, with postage prepaid, and return receipt requested, (iii) the 2nd Business Day following its deposit with a recognized overnight courier service or (iv) the date of receipt of a facsimile or, if such date of receipt is not a Business Day, the next Business Day following such date of receipt, provided the sender can and does provide evidence of successful transmission. Any Notice or other communication received on a day that is not a Business Day or later than 5:00 p.m. on a Business Day shall be deemed to be received on the next Business Day.

Section 12.2.Amendment. Except for an amendment of Schedule 4.2(d) in accordance with the terms of this Company LLC Agreement, and a Transfer of Membership Interests and the admission of a new Member in accordance with the terms of this Company LLC Agreement, this Company LLC Agreement may be changed, modified or amended only by an instrument in writing duly executed by Members representing a Class Majority Vote.

Section 12.3.Partition. Each of the Members hereby irrevocably waives, to the extent it may lawfully do so, any right that such Member may have to maintain any action for partition with respect to the Company property.

Section 12.4.Waivers and Modifications. Any waiver or consent, express, implied or deemed, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company or any action inconsistent with this Company LLC Agreement is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company or any other such action. Failure on the part of a Person to insist in any one or more instances upon strict performance of any provisions of this Company LLC Agreement, to take advantage of any of its rights hereunder, or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to

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that Person or its rights with respect to that default until the applicable statute of limitations period has lapsed. All waivers and consents hereunder shall be in writing duly executed by Members representing a more than 80% of the Members holding the class of Membership Interests affected by such waiver or consent and shall be delivered to the other Members in the manner set forth in Section 12.1.

Section 12.5.Severability. Except as otherwise provided in the succeeding sentence, every term and provision of this Company LLC Agreement is intended to be severable, and if any term or provision of this Company LLC Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Company LLC Agreement. The preceding sentence shall be of no force or effect if the consequence of enforcing the remainder of this Company LLC Agreement without such illegal or invalid terms or provision would be to cause any Party to lose the benefit of its economic bargain.

Section 12.6.Successors; No Third-Party Beneficiaries. This Company LLC Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns. Except as provided in Section 3.4(c), nothing in this Company LLC Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Members that this Company LLC Agreement shall not be construed as a third-party beneficiary contract. To the full extent permitted by law, no creditor or other third party having dealings with the Company shall have the right to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Company LLC Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and permitted assigns. None of the rights of the Members herein set forth to make Capital Contributions or loans to the Company shall be deemed an asset of the Company for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Company or pledged or encumbered by the Company to secure any debt or other obligation of the Company or of any of the Members.

Section 12.7.Entire Agreement. This Company LLC Agreement, including the Schedules attached hereto or incorporated herein by reference, constitutes the entire agreement of the Members with respect to the matters covered herein. This Company LLC Agreement supersedes all prior agreements and oral understandings among the parties hereto with respect to such matters, including the Original Operating Agreement.

Section 12.8.Governing Law. This Company LLC Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict of laws rule or principle that might refer the governance or construction of this Company LLC Agreement to the law of another jurisdiction.

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Section 12.9.Further Assurances. In connection with this Company LLC Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably required or useful to carry out the intent and purpose of this Company LLC Agreement and as are not inconsistent with the terms hereof.

Section 12.10.Counterparts. This Company LLC Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. Delivery of an executed counterpart of a signature page of this Company LLC Agreement by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Company LLC Agreement.

Section 12.11.Dispute Resolution.

(a)In the event a dispute, controversy or claim arises hereunder, the aggrieved party will promptly provide written notification of the dispute to the other party within ten days after such dispute arises. A meeting will be held promptly between the parties, attended by representatives of the parties with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If the parties are not successful in resolving a dispute within 21 days (15 days for disputes under Section 8.2 (c), (e) or (g)) the parties will thereafter be entitled to pursue all such remedies as may be available to them.

(b)If any Class B Member disputes the determination that the Flip Date has occurred (including based on any item or procedure or calculation that affects such determination contained in any notice or report delivered by the Manager to such Class B Member), such Class B Member shall notify the Manager and other Members not more than 30 Business Days after such Class B Member has received written notice from the Manager or the Managing Member that the Flip Date was determined to have occurred. In such event, the Members and the Manager shall consider the issues raised or in dispute and discuss such issues with each other and attempt to reach a mutually satisfactory agreement. If notice of dispute is not given by any Class B Member within such period, the determination that the Flip Date has occurred, and the items, procedures and calculations described above relating thereto, will be final and binding on the Members. If the dispute as to the Manager’s calculations is not promptly resolved within 10 Business Days of such notification of the dispute, the Class B Members and the Manager shall each promptly present their interpretations to an Independent Accounting Firm, and shall instruct the Independent Accounting Firm to determine the correct amount of the calculations in dispute (if applicable, in accordance with the methodology in Section 6.6) and to resolve the dispute promptly, but in no event more than 20 Business Days after

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having the dispute submitted to it. The Independent Accounting Firm will make a determination as to each of the items in dispute, which must be (i) in writing, (ii) furnished to each Member and the Manager and (iii) made in accordance with this Company LLC Agreement, and which determination, absent manifest error, will be conclusive and binding on all Members. Each Member shall use reasonable efforts to cause the Independent Accounting Firm to render its decision as soon as reasonably practicable, including by promptly complying with all reasonable requests by the Independent Accounting Firm for information, books, records and similar items. In the event the Independent Accounting Firm determines that any of the calculations in dispute was incorrect in any material respect, the fees and expenses of the Independent Accounting Firm shall be borne by Class A Members (pro rata in proportion to their Class A Percentage Interests). In all other cases the fees and expenses of the Independent Accounting Firm shall be borne by the Class B Member disputing any of the calculations (if more than one, pro rata in proportion to their Class B Percentage Interests).

Section 12.12.Confidentiality.

(a)Except to the extent necessary for the exercise of its rights and remedies and the performance of its obligations under this Agreement, no Member will itself use or intentionally disclose (and will not permit the use or disclosure by any of its Affiliates, or any of the officers, directors or employees of it or its Affiliates or any of its Representatives, directly or indirectly, any of the Material Contracts, the Project Company LLC Agreement or this Company LLC Agreement or information furnished thereunder or hereunder, and will use all reasonable efforts to have all such information kept confidential (consistent with its own practices); provided, that (i) any such Member and its Affiliates and Representatives may use, retain and disclose any such information to any Governmental Authority or as otherwise required by Applicable Law, (ii) any such Member and its Affiliates and Representatives may use, retain and disclose any such information that has been publicly disclosed (other than by such party or any Affiliates and Representatives thereof in breach of this Section 12.12) or has rightfully come into the possession of such Member or any Affiliate or Representative thereof other than from another Member or a Person acting on such other Member’s behalf and under circumstances not involving, to the best of such Member’s knowledge, any breach or any confidentiality obligation, (iii) to the extent that any such Member or any Affiliate or Representative thereof may have received a subpoena or other written demand under color of legal right for such information, such Member or such Affiliate or Representative may disclose such information, but such Member shall first, unless prohibited by Applicable Law, as soon as practicable upon receipt of such demand, furnish a copy thereof to the other Members and, if practicable so long as such Member shall not be in violation of such subpoena or demand or likely become liable to any penalty or sanctions thereunder unless based upon counsel’s opinion, such Member is advised it must disclose such information, afford the other Members reasonable opportunity, at any other

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Member’s cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, shall cooperate with any reasonable efforts of the other Members to obtain a protective order or other similar relief, shall keep the other Members informed of any developments with respect to the compulsion or request for information, and shall disclose only so much of the information as, in the opinion of its legal counsel, is legally required, (iv) disclosures to lenders, potential lenders or other Persons providing financing to the Company or any Member and potential purchasers of Membership Interests in the Company or other potential purchasers in connection with a Permitted Transfer, if such Persons have agreed to abide by terms substantially similar to the obligations of the Members under this Section 12.12, (v) any such Member and its Affiliates and Representatives may disclose any such information, and make such filings, as may be required by this Agreement or the Material Contracts, (vi) disclosures required or requested by the IRS or other taxing authority in connection with the Project or Cash Grant or other tax benefits relating thereto, including in connection with the request for a private letter ruling, any determination letter or any audit, and (vii) any such Member which is an insurance company or an Affiliate thereof may disclose such information to the National Association of Insurance Commissioners and any rating agency requiring access to its investment portfolio. Notwithstanding anything herein to the contrary, Members may disclose information to their Affiliates and Representatives in accordance with this Agreement, so long as such Persons agree to comply with the provisions of this Section 12.12.

(b)A Terminated Member may, subject to the other provisions of this Section 12.12, retain and use information regarding the transactions contemplated in the Transaction Documents and this Agreement for the limited purpose of preparing such Terminated Member’s Tax Returns and defending audits, investigations and proceedings relating thereto and hereto.

(c)The Members agree that no adequate remedy at law exists for a breach or threatened breach of any of the provisions of this Section 12.12, the continuation of which unremedied will cause the Company and the other Members to suffer irreparable harm. Accordingly, the Members agree that the Company and the other Members shall be entitled, in addition to other remedies that may be available to them, to immediate injunctive relief from any breach of any of the provisions of this Section 12.12 and to specific performance of their rights hereunder, as well as to any other remedies available at law or in equity.

(d)In the event of a conflict between the terms of this Section 12.12 and the terms of any other Confidentiality Agreement between the Parties related to the transactions contemplated herein, the terms of this Company LLC Agreement shall

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prevail. The obligations of the Members under this Section 12.12 shall terminate on the 3rd anniversary of the LLC Agreement Termination Date.

Section 12.13.Joint Efforts. To the full extent permitted by Applicable Law, neither this Company LLC Agreement nor any ambiguity or uncertainty herein will be construed against any of the parties hereto, whether under any rule of construction or otherwise. On the contrary, this Company LLC Agreement has been prepared by the joint efforts of the respective attorneys for, and has been reviewed by, each of the parties hereto.

Section 12.14.Specific Performance. The Members agree that irreparable damage will result if this Company LLC Agreement is not performed in accordance with its terms, and the Members agree that any damages available at law for a breach of this Company LLC Agreement would not be an adequate remedy. Therefore, to the full extent permitted by law, the provisions hereof and the obligations of the Members hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Company LLC Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that a Member may have under this Company LLC Agreement, at law or in equity.

Section 12.15.Survival. All indemnities and reimbursement obligations made pursuant to this Company LLC Agreement shall survive dissolution and liquidation of the Company until expiration of the longest applicable statute of limitations (including extensions and waivers) with respect to the matter for which a Person would be entitled to be indemnified or reimbursed, as the case may be.

Section 12.16.Effective Date. This Company LLC Agreement shall have no force or effect unless and until the funding of the transactions contemplated by the Contribution Agreement to take place at the Initial Closing occurs, at which time this Company LLC Agreement shall automatically and without any further action become effective simultaneously with such Initial Closing.

Section 12.17.Recourse Only to Member. The sole recourse of the Company for performance of the obligations of any Member hereunder shall be against such Member and its assets and not against any assets or property of any present or future stockholder, partner, member, officer, employee, servant, executive, director, agent, authorized representative or Affiliate of such Member.

[Remainder of this page left intentionally blank.]

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IN WITNESS WHEREOF, the parties, each a Member, have caused this First Amended and Restated Limited Liability Company Agreement to be signed by their respective duly authorized officers as of the date first above written.

MILFORD NHC, LLC
By:	/s/ Eveyln Lim
	Name:	Eveyln Lim
	Title:	Secretary
STANTON EQUITY TRADING
DELAWARE LLC
By:	/s/ Jerry L Smith
	Name:	Jerry L Smith
	Title:	President

[Signature Page to First Amended and Restated LLC Agreement of Milford Wind Partners, LLC]

ANNEX I

DEFINITIONS

“Accounting Firm” means any of Deloitte Touche Tohmatsu, Ernst & Young, KPMG International, PriceWaterhouseCoopers, LLP, any of their successors, or any nationally-recognized Affiliate thereof, at the Managing Member’s election, or such other firm of certified public accountants approved by a Class Majority Vote.

“Accountant’s Certificate” means the independent accountant’s certification attesting to accuracy of all costs as required pursuant to the Guidance.

“Act” means the Delaware Limited Liability Company Act, Delaware Code Ann. 6, Sections 18-101, et seq. and any successor statute, as the same may be amended from time to time.

“Adjusted Capital Account” means the Capital Account of a Member (a) increased by the amount of potential deficit that the Member is deemed obligated to restore, calculated as described in the last sentence of Treasury Regulations Section 1.704-2(g)(1) and the last sentence of Treasury Regulations Section 1.704-2(i)(5), (b) increased by the amount of any deficit restoration obligation to which the Member has agreed under Section 10.2(f) of the Company LLC Agreement, and (c) decreased by expected items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Administrative Services Agreement” means the Administrative Services Agreement between Project Company and First Wind Energy, LLC dated as of April 22, 2009.

“Administrative Services Provider” means First Wind Energy, LLC and any permitted successor to such Person under the Administrative Services Agreement.

“Affected Member” means a Member with respect to whom a Buyout Event has occurred.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common Control with such first Person.

“Affiliate Material Contractor Cause” means with respect to any First Wind Subsidiary that is a counterparty to any Material Contract, fraud, willful misappropriation of funds, gross negligence, willful misconduct, or a willful violation of a material

provision of such Material Contract, in each case of or by such First Wind Subsidiary in its capacity as counterparty to such Material Contract.

“Affiliate O&M Agreement” means the Project O&M Agreement dated as of April 22, 2009, by and between Affiliate Operator and Project Company, and any replacement agreement for such agreement.

“Affiliate Operator” means First Wind O & M, LLC or any successor or assign under the Affiliate O&M Agreement.

“Annual Budget” is defined in Section 7.1(c) of the Company LLC Agreement.

“Applicable Laws” means all laws (including common law), treaties, constitutions, statutes, rules, regulations, ordinances, judgments, settlements, orders, decrees, injunctions, and writs of any Governmental Authority having jurisdiction over NHC, Investor, the Manager, the Administrative Services Provider, the Affiliate Operator, MWCI, the Company, the Project Company or the Project, as applicable.

“Appraiser” means Stone & Webster Management Consultants, Inc., or other mutually agreed upon appraiser.

“Appraisal Method” shall mean one appraiser shall be appointed by the Class A Members and one appraiser shall be appointed by the Class B Members, in each case, within 30 days of a party invoking the procedure described in this definition, which appraisers shall attempt to agree upon the fair market value of the Class B Membership Interests. Provided that the Class A Members are granted 2 Business Days’ written notice prior to the expiration of the 30 day period referenced in the immediately preceding sentence, if either the Class A Members or the Class B Members do not appoint their appraiser within 5 days after the end of such 30 day period, the determination of the appraiser appointed by the other Person (if so appointed within such period) shall be conclusive and binding on the Members. If the appraisers appointed by the Class A Members and the Class B Members are unable to agree upon the fair market value of the Class B Membership Interests within 45 days after the appointment of the second of such appraisers, the two appraisers shall appoint a third appraiser. In such case, the average of the determinations of the three appraisers shall be conclusive and binding on the Members, unless the determination of one independent appraiser differs from the middle determination by more than twice the amount by which the third determination differs from the middle determination, in which case the determination of the most disparate appraiser shall be excluded, and the average of the remaining two determinations shall be conclusive and binding on the Members.

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“Approved Transferee” means:

(a)In the case of a transfer of a Class B Membership Interest, any Person that (i) satisfies the requirements in the Company LLC Agreement for all Transfers of Class B Membership Interests, (ii) for Transfers while any additional Closings remain possible, has the Required Ratings (or has provided a guarantee by a Person that has the Required Ratings, in form and substance substantially the same as the Investor Parent Guaranty), and (iii) is not a person that NHC reasonably determines to be a competitor as defined below. For this purpose, a “competitor” is any person that directly or indirectly, through one or more Subsidiaries, Affiliates or joint ventures, operates, manages or develops commercial wind farms with an aggregate capacity of at least 200 megawatts, or manufactures, constructs or supplies wind turbines; provided that any institution that has an interest or whose Affiliate has an interest in a wind farm similar to the interest owned by the Class B Members will not be considered a competitor solely as a result of owning such an interest; provided further that any such institution that has an Affiliate that otherwise meets the above definition of competitor shall nonetheless not itself be considered a competitor so long as such institution certifies in a manner reasonably acceptable to NHC that sufficient controls have been put in place between such institution and such Affiliate so as to prevent the sharing of confidential information in respect of the Project. For the avoidance of doubt, a transferee of Class B Membership Interests must satisfy all conditions in clauses (i) through (iii).

(b)In the case of a Transfer of a Class A Membership Interest, a Person that (i) satisfies the requirements in the Company LLC Agreement for all Transfers of Class A Membership Interests and (ii) is an experienced wind company with a national or international reputation with, together with its Affiliates or through any joint venture to which it or one of its Affiliates thereof is a party, has experience owning and/or operating commercial wind farms with an aggregate capacity of at least 200 megawatts (or undertakes to engage such an experienced wind company to manage the Company).

“Assets” means with respect to any Person, all right, title and interest of such Person in land, properties, buildings, improvements, fixtures, foundations, assets and rights of any kind, whether tangible or intangible, real, personal or mixed, including contracts, equipment, systems, books and records, proprietary rights, intellectual property, governmental approvals, rights under or pursuant to all warranties, representations and guarantees, cash, accounts receivable, deposits and prepaid expenses.

“Assignment” means that certain Assignment by Holdings to Investor in substantially the form of Exhibit D attached to the Contribution Agreement.

“Bankruptcy” of a Person means the occurrence of any of the following events: (i) the filing by such Person of a voluntary case or the seeking of relief under any

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chapter of Title 11 of the United States Bankruptcy Code, as now constituted or hereafter amended (the “Bankruptcy Code”), (ii) the making by such Person of a general assignment for the benefit of its creditors, (iii) the admission in writing by such Person of its inability to pay its debts as they mature, (iv) the filing by such Person of an application for, or consent to, the appointment of any receiver or a permanent or interim trustee of such Person or of all or any portion of its property, including the appointment or authorization of a trustee, receiver or agent under applicable law or under a contract to take charge of its property for the purposes of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors, (v) the filing by such Person of a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, (vi) an involuntary case is commenced against such Person by the filing of a petition under any chapter of Title 11 of the Bankruptcy Code and within 60 days after the filing thereof either the petition is not dismissed or the order for relief is not stayed or dismissed, (vii) an order, judgment or decree is entered appointing a receiver or a permanent or interim trustee of such Person or of all or any portion of its property, including the entry of an order, judgment or decree appointing or authorizing a trustee, receiver or agent to take charge of the property of such Person for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of the creditors of such Person, and such order, judgment or decree shall continue unstayed and in effect for a period of 60 days, or (viii) an order, judgment or decree is entered, without the approval or consent of such Person, approving or authorizing the reorganization, insolvency, readjustment of debt, dissolution or liquidation of such Person under any such law or statute, and such order, judgment or decree shall continue unstayed and in effect for a period of 60 days. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Base Case Model” means the financial model agreed to by the Parties on the Initial Closing Date and revised, as agreed by the Parties, as necessary, on the Second Equity Capital Contribution Date and on the Third Equity Capital Contribution Date.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banks in New York City are authorized or required to be closed.

“Buyout Event” is defined in Section 9.7(a) of the Company LLC Agreement.

“Buyout Price” is defined in Section 9.6(c) of the Company LLC Agreement.

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“Calculated Amount” means, with respect to any Class B Member, and at any time of determination, (other than as set forth in the last sentence of this definition), $*****, minus (a) all cash flows distributed to the Class B Member by the Company, minus (b) the tax savings from tax losses or deductions allocated to the Class B Member including tax savings that have accrued in any Tax Year but have not yet been paid , minus (c) all other cash flows distributed or paid by the Company, the Class A Member or otherwise, to the Class B Member (including proceeds of the Cash Grant) and any other distributions under Section 6.1 of the Company LLC Agreement), minus (d) any indemnity payments made by the Class A Member to the Class B Members that compensate for loss of any item listed in the foregoing clauses (a), (b), and (c), plus (e) the tax detriment from any taxable income or gain allocated to the Class B Member by the Company and any gain recognized by the Class B Member pursuant to section 731(a) of the Code, including any tax detriment or tax gain that have accrued in any Tax Year but have not yet been paid, minus (f) the tax savings from the Utah PTCs allocated to the Class B Member (without duplication of any amounts already accounted for in clause (b) hereof), plus (g) the Total Equity Capital Contribution Amount. Notwithstanding the previous sentence, in the event the Calculated Amount is being determined concurrently with the sale of the Project by the Project Company to SCPPA pursuant to section 2.5(h) of the PPA, the figure “$*****” in the previous sentence shall be reduced (but not below zero) so that, when all distributions and allocations to the Class B Member under ARTICLE V, VI or X, as the case may be, are accounted for as of the date of such sale, the sum of all items in clauses (a) through (f) after subtracting the Total Equity Capital Contribution Amounts is not greater than $***** in the aggregate; provided, however, that the adjustment in this sentence shall not result in the Class B Member receiving aggregate distributions and allocations pursuant to the LLC Agreement in an amount less than 5% of the total distributions and allocations under the LLC Agreement, when measured from the Initial Closing Date through the date on which the Project is sold to SCPPA. The Calculated Amount will be calculated using the assumptions and conventions described in Section 6.6 of the Company LLC Agreement (including the Fixed Tax Assumptions).

“Call Exercise Notice” is defined in Section 9.5(a) of the Company LLC Agreement.

“Call Price” is defined in Section 9.5(b) of the Company LLC Agreement.

“Capital Account” means an account for each Member calculated as described in Section 4.2(b) of the Company LLC Agreement and used to distribute assets at liquidation as described in Section 10.2 of the Company LLC Agreement.

“Capital Contribution” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property contributed to the Company

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with respect to the Membership Interests in the Company held or purchased by such Member (or by any predecessor of such Member).

“Cash Difference” is defined in Section 6.6(d) of the Company LLC Agreement.

“Cash Grant” means, with respect to the Project, a grant from the US Treasury under Section 1603 of the American Recovery and Reinvestment Act of 2009.

“Cash Grant Distribution” means the distribution of proceeds of the Cash Grant by the Company to its Members.

“Cash Grant Distribution Date” means the date 3 Business Days following the date on which the Class B Member approves the Cash Grant Distribution Notice by written notice to the Class A Member and the Company.

“Cash Grant Distribution Notice” means a notice prepared by the Managing Member and delivered to the Class B Member 1 Business Day following the date on which proceeds of the Cash Grant are received by the Company that sets forth the amount of the Cash Grant received by the Company and a calculation of the appropriate amounts to be distributed to each of the Members.

“Cash Grant Shortfall” means the excess of (x) the aggregate Estimated Cash Grant Amount portion of the Class B Member’s Capital Contributions to the Company on or prior to such Equity Capital Contribution Date, over (y) the sum of (i) all cash distributed to the Class B Member pursuant to Section 6.1(a)(i) and Section 6.1(b)(i), plus (ii) the reasonably estimated amount of Cash Grant proceeds expected to be received in connection with a future or pending Cash Grant Application. The Parties agree that any or all amounts of Cash Grant Shortfall caused by a Class B Recapture Event shall be deemed to be zero for purposes of this definition.

“Cash Shortfall” is defined in Section 4.3(b) of the Company LLC Agreement.

“Cause” means fraud, willful misappropriation of funds, gross negligence, willful misconduct, or a willful violation of a material provision of the Company LLC Agreement applicable to the Managing Member.

“Certificate of Formation” has the meaning in the preliminary statements of the Company LLC Agreement.

“Claim” means any and all judgments, awards, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental Authority investigations or audits, losses (including amounts paid in settlement of claims), assessments, fines, penalties,

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administrative orders, injunctions, obligations, costs, expenses, taxes, liabilities and damages (including any loss of profits, consequential, punitive, incidental or special damages recovered by any Third Party, but excluding loss of profits, consequential, punitive, incidental or special damages asserted by any Member or an Affiliate, and including, interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts).

“Claim Notice” is defined in Section 11.3(b) of the Company LLC Agreement.

“Class A Member” means a Member holding one or more Class A Membership Interests.

“Class A Membership Interests” means membership interests in the Company that are held initially by NHC and have the rights described in the Company LLC Agreement.

“Class A Percentage Interest” the percentage interest of each Class A Member as set forth in Schedule 4.2(d) to the Company LLC Agreement.

“Class B Guaranty” means, with respect to each Class B Member, the Investor Guaranty and any guaranty issued pursuant to Section 9.2(m) of the Company LLC Agreement or any Transfer of Class B Membership Interests.

“Class B Percentage Interest” the percentage interest of each Class B Member as set forth in Schedule 4.2(d) to the Company LLC Agreement.

“Class B Recapture Event” means any loss of the ability to claim, or recapture of, any part of the Cash Grant that arises directly out of or is directly attributable to (i) a sale, transfer or disposition by a Class B Member of any of its Membership Interests to a Tax-Exempt Person (whether voluntary or involuntary), (ii) the Class B Member becoming a Tax-Exempt Person or (iii) an inaccuracy in any of the Fixed Tax Assumptions unless resulting from a breach of any representation, warranty or covenant of the Class A Member in this Agreement or in the Contribution Agreement. .

“Class B Member” means a Member holding one or more Class B Membership Interests.

“Class B Membership Interests” means membership interests in the Company that were purchased from Holdings, are held initially by Investor, and have the rights described in the Company LLC Agreement.

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“Class Majority Vote” is defined in Section 3.2(f) of the Company LLC Agreement.

“Clipper Reserve” is defined in Schedule 8.2(b) to the Company LLC Agreement.

“Closing” means each of the Initial Closing, Second Equity Capital Contribution or Third Equity Capital Contribution, as the context may require.

“Closing Date” means the date of any Closing.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commercial Operation” is defined in the PPA.

“Commercial Operation Date” is defined in the PPA.

“Company” is defined in the preamble to the Contribution Agreement.

“Company LLC Agreement” is defined in the preamble.

“Company Minimum Gain” means the amount of minimum gain there is in connection with nonrecourse liabilities of the Company, calculated in the manner described in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Confidentiality Agreement” means each agreement between Stanton or its Affiliates and NHC regarding confidential treatment of information disclosed between them and their Representatives in relation to the transactions contemplated by the Transaction Documents.

“Consent and Agreement” means that certain Consent and Agreement by and among Class B Member, Project Company, Company and the Royal Bank of Scotland, plc in the form of Exhibit E to the Contribution Agreement.

“Consultation” or “Consult” means to confer with, and reasonably consider and take into account the reasonable suggestions, comments or opinions of another Person.

“Contribution Agreement” means the Equity Contribution and Purchase Agreement by and among NHC, Holdings, the Company and Investor dated as of September 28, 2009, and all its schedules and exhibits.

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“Control” means the possession, directly or indirectly, of either of the following:

(a)(i) in the case of a corporation, more than 50% of the outstanding voting securities thereof; (ii) in the case of a limited liability company, partnership, limited partnership or joint venture, the right to more than 50% of the distributions (including liquidating distributions) therefrom; (iii) in the case of a trust or estate, including a business trust, more than 50% of the beneficial interest therein; and (iv) in the case of any other entity, more than 50% of the economic or beneficial interest therein; or

(b)in the case of any entity, the power or authority, through ownership of voting securities, by contract or otherwise, to exercise a controlling influence over the management of the entity.

“Cost Segregation Report” has the meaning provided in the Contribution Agreement.

“Curative Flip Allocation” is defined in Section 6.6(e) of the Company LLC Agreement.

“Depreciation” means for each Tax Year or part thereof, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for United States federal income tax purposes with respect to an asset for such Tax Year or part thereof, except that if the Gross Asset Value of an asset differs from its adjusted basis for United States federal income tax purposes at the beginning of such Tax Year, the depreciation, amortization, or other cost recovery deduction for such Tax Year or part thereof shall be an amount which bears the same ratio to such Gross Asset Value as the United States federal income tax depreciation, amortization, or other cost recovery deduction for such Tax Year or part thereof bears to such adjusted tax basis. If such asset has a zero adjusted tax basis, the depreciation, amortization, or other cost recovery deduction for each taxable year shall be determined under a method reasonably selected by the Managing Member and ratified by a Class Majority Vote.

“Designated Affiliate Agreements” means the Administrative Services Agreements, the Management Services Agreement and the Affiliate O&M Agreement, and any replacement of any such agreement with a First Wind Subsidiary (so long as the Class A Member is a First Wind Subsidiary).

“Designated Affiliate Agreement Provider” means the Administrative Services Provider, the Affiliate Operator, or the Manager, as applicable, in their capacity as a party to a Designated Affiliate Agreement.

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“Designated Transfers” is defined in Section 9.8 of the Company LLC Agreement.

“Distributable Cash” means, as of any date, all cash, cash equivalents and liquid investments held by the Company or the Project Company as of such date (after any PPA Credit Support reimbursement obligations or operating costs, including scheduling, imbalance and other charges tied to merchant sales, payment of any outstanding Working Capital Loans) less the amounts required to fund the Required Reserves and other reserves as set forth in Schedule 8.2(b), and reserves that, in the reasonable judgment of the Managing Member, are necessary or appropriate for the operation of the Company, the Project Company or the Project consistent with the Prudent Operator Standard (provided that any reserves established by the Managing Member outside of those required by Schedule 8.2(b) will be held in bank accounts separate from those holding reserves described in Schedule 8.2(b)). Reasonable reserves shall consist of any combination of the following reserves as reasonably determined by the Managing Member: (i) necessary for payment of expenditures included in the Annual Budget, (ii) necessary to prevent or mitigate an emergency situation, (iii) established by a Class Majority Vote, (iv) necessary to allow the Company to meet expenses that are clearly identified and expected with reasonable certainty to become due, but that are not included in the Annual Budget, (v) reasonably necessary to ensure sufficient spare parts or the payment of operational and maintenance costs for the Project, (vi) are required pursuant to any Material Contract, or (vii) one or more additional reserves not referred to in the preceding clauses of this definition of “Distributable Cash” that do not in the aggregate exceed $2,000,000. For all purposes of this definition, Distributable Cash shall not include (i) Capital Contributions made by any Members, (ii) proceeds of the Cash Grant, (iii) proceeds of the Special Funded Distribution, and (iv) the Holdback Amount for Cash Grant Shortfall.

“Distribution Date” means, in respect of any month, the date that falls on the last Business Day of the following calendar month; provided, that in no event shall the first Distribution Date occur prior to the Second Equity Capital Contribution Date.

“Effective Date”, with respect to the Contribution Agreement, has the meaning set forth in the introductory paragraph of the Contribution Agreement, and with respect to the Company LLC Agreement, has the meaning set forth in the introductory paragraph of the Company LLC Agreement.

“Emergency Expenditure” means an expense with respect to the Company or the Project or Project Company that is not included in the Annual Budget and that is incurred, in the reasonable judgment of the Managing Member, to avoid or to mitigate a risk of physical injury to any Person, or a financial loss or damage to the Company or the Project or Project Company, or a violation of law.

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“Environmental Consultant” means CH2M Hill, Inc.

“Environmental Laws” means all Applicable Laws pertaining to the environment, human health, safety and natural resources, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), and the Superfund Amendments and Reauthorization Act of 1986, the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), and the Hazardous and Solid Waste Amendments Act of 1984, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (also known as the Clean Water Act) (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Endangered Species Act (16 U.S.C. §§ 1531 et seq.), the Migratory Bird Treaty Act (16 U.S.C. §§ 703 < i>et seq.), the Bald Eagle Protection Act (16 U.S.C. §§ 668 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §§ 2701 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. §§ 1801 et seq.), and any similar or analogous state and local statutes or regulations promulgated thereunder and decisional law of any Governmental Authority, as each of the foregoing may amended or supplemented from time to time in the future, in each case to the extent applicable with respect to the property or operation to which application of the term “Environmental Laws” relates.

“Estimated Cash Grant Amount” has the meaning provided in the Contribution Agreement.

“Exempt Wholesale Generator” means an “exempt wholesale generator” as defined in Section 1262(6) of PUHCA.

“Exempted Event” means any transaction which, directly or indirectly, results in a change of Control of Milford or Milford’s parents, including (a) an initial public offering of equity securities of Milford or of any Person who Controls Milford and (b) a merger, consolidation, refinancing or recapitalization of Milford or of any Person who Controls Milford.

“Exhibits” means, in the case of the Contribution Agreement, the exhibits attached to the Contribution Agreement and in the case of the Company LLC Agreement, the exhibits attached to the Company LLC Agreement.

“Existing Financing” means the construction loan of up to approximately $376,000,000, made available to the Project Company pursuant to the Existing Financing Credit Agreement and used to fund a majority of the cost of constructing the Project.

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“Existing Financing Credit Agreement” means the Credit Agreement, dated April 22, 2009, among the Project Company, the lenders party thereto, The Royal Bank of Scotland plc as Administrative Agent for the lenders thereto, as Collateral Agent to the secured parties thereto and as issuing bank for the letters of credit, RBS Securities Inc. (f/k/a Greenwich Capital Markets Inc.), as lead agent and bookrunner, Banco Espirito Santo De Investmento SA, New York Branch, as syndication agent, joint bookrunner and joint lead arranger, Banco Santander, S.A., New York Branch, BNP Paribas, HSH Nordbank AG, New York Branch, Keybank National Association and Société Générale as co-documentation agents, joint bookrunners and joint lead arrangers, and Cobank, ACB as joint bookrunner and joint lead arranger, as such credit agreement may be amended or restated from time to time.

“Existing Financing Obligations” means the “Obligations” as such term is defined in the Existing Financing Credit Agreement.

“Expansion Parties” means Sponsor, its Affiliates or other successors or permitted assignees that develop, construct, finance, operate and maintain any Expansion Project.

“Expansion Project” is defined in Section 3.4(b) of the Company LLC Agreement.

“Expansion Project Effect” means the net capacity factor loss in the Project that will result from the operation of any Expansion Project.

“Fair Market Value” means the value of the applicable equity interests at any given time, determined by mutual agreement of NHC and the Investor or, if no such agreement can be reached, assessed and appraised by the Appraiser using the Appraisal Method.

“Federal Power Act” means the Federal Power Act of 1935, as amended.

“FERC” means the Federal Energy Regulatory Commission and any successor thereto.

“Financing Default Notice” is defined in Section 7.1(d) of the Company LLC Agreement.

“First Wind Subsidiary” means, with respect to any corporation, partnership, limited liability company, joint venture or other entity of which Sponsor owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are

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generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Final Cash Adjustment” is defined in Section 3.4(b)(ii) of the Company LLC Agreement.

“Final Comparison Model” is defined in Section 3.4(b)(ii) of the Company LLC Agreement.

“Fiscal Year” means a 12 month period ending on December 31st.

“Fixed Tax Assumptions” are (a) the depreciation methods, periods and conventions shown in the Base Case Model including the assumption that the Project Company assets qualify for bonus depreciation pursuant to section 168(k) of the Code and Treasury Regulation section 1.168(k)-1 (but not including, for this purpose, any assumption about the accuracy of the purchase price allocation among the Project Company assets), (b) each Member will be treated as a partner for United States federal income tax purposes in the Company as of the Initial Closing Date, (c) the Company will be treated as owning the Project directly, (d) the allocations in the Company LLC Agreement will have “substantial economic effect” or are otherwise consistent with the members’ interests in the Company within the meaning of section 704(b) of the Code, ***** and (h) the income tax treatment of the Prepayment (including the timing of taxable income accruals and computation of each Member’s tax basis) is consistent with the treatment modeled in the Base Case Model; provided that the Flip Date will be calculated without regard to any particular Fixed Tax Assumption to the extent that such Fixed Tax Assumption proves incorrect because the Class A Member has breached a material representation, warranty or covenant in the Transaction Documents.

“Flip Date” is the day on which the Calculated Amount equals zero.

“Flip Yield” means the Internal Rate of Return achieved by the Class B Member as of the date on which the Calculated Amount equals zero. The Internal Rate of Return will be calculated using the assumptions and conventions described in Section 6.5 of the Company LLC Agreement (including the Fixed Tax Assumptions).

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“GAAP” means generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants, as in effect from time to time, consistently applied and maintained on a consistent basis for a Person throughout the period indicated and consistent with such Person’s prior financial practice.

“Gen Lead Substation Assets” has the meaning provided in the Contribution Agreement.

“Governmental Approval” means any permit, license, approval or authorization of, filing with, or notice to any Governmental Authority.

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court or other instrumentality of any country, state, province, county, parish or municipality, jurisdiction, or other political subdivision thereof.

“Grant Application” means the application (or multiple applications, as the case may be) for a Cash Grant to be filed with the Treasury or other Governmental Authority under Section 1603 of the American Recovery and Reinvestment Act of 2009.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted tax basis for United States federal income tax purposes, except as follows:

(a)the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the Gross Fair Market Value of such asset as of the date of contribution.

(b)the Gross Asset Values of all Company assets shall be adjusted to equal their respective Gross Fair Market Values at such times as are described in the first sentence of Section 4.2(c) of the Company LLC Agreement;

(c)the Gross Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal the Gross Fair Market Value of such asset on the date of distribution;

(d)the Gross Asset Values of all Company assets shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are required to be taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent that the Managing Member determines that an adjustment pursuant to subsection (b) is necessary or appropriate in connection with a

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transaction that would otherwise result in an adjustment pursuant to this subsection (d); and

(e)if the Gross Asset Value of an asset has been determined or adjusted pursuant to subsection (a), (b) or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset.

“Gross Fair Market Value” means, with respect to any asset, the fair market value of the asset as reasonably determined by the Managing Member and agreed to by a Class Majority Vote; provided, that the Gross Fair Market Value of the membership interests of MWCI contributed by the Class A Member to the Company shall be the Class A Member’s opening Capital Account balance as set forth in Schedule 4.2(b) plus all liabilities encumbering the assets of the Project Company, minus $600.

“Guidance” means the guidance issued on July 9, 2009 by the Treasury for payments for specified energy property in lieu of tax credits under the American Recovery and Reinvestment Act of 2009 and any clarification, addition or supplement thereto issued by the Treasury or any other Governmental Authority.

“Hazardous Substances” means (A) any hazardous materials, hazardous wastes, hazardous substances, toxic wastes, solid wastes, and toxic substances as those or similar terms are defined under any Environmental Laws; (B) any asbestos or asbestos containing material; (C) polychlorinated biphenyls (“PCBs”), or PCB containing materials or fluids; (D) radon; (E) any petroleum, petroleum hydrocarbons, petroleum products, crude oil and any fractions or derivatives thereof; and (F) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or contaminant that, whether by its nature or its use, is subject to regulation or giving rise to liability under any Environmental Laws.

“Hedge Support” means the letters of credit, guaranties and other credit support arrangements, and any related reimbursement obligation from such credit support arrangement, that are required to meet the credit support obligations of the Project Company or the Company under any hedge agreements or otherwise other than PPA Credit Support, which in any event would not be deemed a transaction under paragraph (q) of the definition of Major Decisions.

“Holdback Amount for Cash Grant Shortfall” means in connection with the first Grant Application filed by the Project Company the greater of (x) $5,000,000, and (y) the product of (i) 30%, multiplied by (ii) the projected tax basis of the Specified Energy Property described in clause (x)(ii) of the definition of “Estimated Cash Grant Amount” and, with respect to any subsequent Grant Application filed by the Project Company, means the amount stated in clause (y) of this definition.

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“HSR Act” means the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended and the regulations adopted thereunder.

“Indemnified Costs” means Investor Indemnified Costs, NHC Indemnified Costs or Member Indemnified Costs, as the context requires.

“Indemnified Party” means a NHC Indemnified Party, if indemnified by the Investor, or an Investor Indemnified Party, if indemnified by NHC.

“Indemnity Claim” means a Claim for which any Indemnified Person may seek indemnification under Section 11.1 of the Company LLC Agreement.

“Independent Accounting Firm” means an accounting firm that is mutually acceptable to the Class A Members and Class B Members.

“Independent Engineer” means Garrad Hassan America, Inc.

“Initial Closing” is defined in Section 2.3 of the Contribution Agreement.

“Initial Closing Date” means the date described in Section 2.3 of the Contribution Agreement.

“Initial Equity Capital Contribution” means the Capital Contribution to be made by the Investor on the Initial Closing Date.

“Initial Equity Capital Contribution Amount” has the meaning provided in the Contribution Agreement.

“Initial Non-Affiliated Class B Member” is defined in the preamble to the LLC Agreement.

“Insufficient Funds Notice” is defined in Section 7.1(e) of the Company LLC Agreement.

“Interconnection Agreement” means that certain Generator Interconnection Agreement between Intermountain Power Agency and Project Company dated as of May 7, 2008.

“Internal Rate of Return” means, with respect to any Class B Member, the discount rate that sets A equal to B where “A” is the sum of the present values of (a) all cash flows distributed to the Class B Member by the Company, plus (b) the tax savings from tax losses or deductions allocated to the Class B Member, plus (c) all other cash flows distributed or paid by the Company, the Investor or otherwise, to the Class B

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Member (including proceeds of the Cash Grant), plus (d) any indemnity payments made by NHC to the Class B Member that compensate for loss of any item listed in the foregoing clauses (a), (b), and (c), minus (e) the tax detriment from any taxable income or gain allocated to the Class B Member by the Company and any gain recognized by the Class B Member pursuant to section 731(a) of the Code; and “B” is the present value of the Total Equity Capital Contribution Amount.

“Investor” is defined in the first paragraph of the Contribution Agreement and includes permitted successors and assigns.

“Investor Guarantor” means *****, a Delaware corporation.

“Investor Guaranty” means the limited guaranty made by Investor Guarantor in favor of NHC in the form attached as Exhibit B, or otherwise in form and substance reasonably acceptable to NHC, dated on or before the Initial Closing Date, and which shall remain in effect between the date hereof and the earliest of (a) the Termination Date and (b) the earliest date on which there could be no additional Closings with respect to the Project.

“Investor Indemnified Costs” means, with respect to any Investor Indemnified Party, subject to ARTICLE 5 of the Contribution Agreement, any and all Losses incurred by such Investor Indemnified Parties resulting from or relating to (i) any breach or default by NHC or Holdings of any representation, warranty, covenant, indemnity or agreement under the Contribution Agreement or any other Transaction Document, including any certificates delivered by NHC or Holdings in connection with a Closing or a Transaction Document, including with respect to NHC (a) in its capacity as Managing Member under the Company LLC Agreement in accordance with the terms thereof and (b) in its capacity as Tax Matters Partner under Section 7.7(b) of the Company LLC Agreement (solely to the extent that such breach prejudices any Investor Indemnified Parties) and 7.7(c) of the Company LLC Agreement in accordance with the terms thereof, or (ii) any NHC or Holdings fraud or willful misconduct or failure to pay any amount due to an Investor Indemnified Party under any Transaction Document, including any certificates delivered by NHC or Holdings in connection with a Closing or a Transaction Document.

“Investor Indemnified Parties” means, with respect to Investor, Investor and each of its Affiliates and each of their respective shareholders, members, officers, directors, employees, agents, and other representatives, and their respective successors and assigns.

“IRS” means the Internal Revenue Service or any successor agency.

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“Knowledge of the Managing Member” means the actual knowledge of the senior managers of NHC, any NHC Subsidiary, the Manager (so long as it is an Affiliate of NHC), or the Administrative Services Provider (so long as it is an Affiliate of NHC), including, without limitation, the actual knowledge of Steve Schauer, Evelyn Lim, Michael Alvarez, Paul Gaynor and Jeffrey Levy with respect to the areas of their respective experience.

“Liens” means any liens, pledges, claims, security interests, easements, rights of way, mortgages, deeds of trust, covenants, restrictions, options, rights of first refusal or defects in title.

“Losses” means any and all damages, losses, claims, liabilities, demands, charges, suits, Taxes, loss of Tax deductions, penalties, costs, and reasonable expenses (including court costs and reasonable attorneys’ fees and expenses of a single law firm).

“LLC Agreement Termination Date” is defined in Section 2.4 of the Company LLC Agreement.

“Major Decisions” means:

With respect to the Pre-Flip Period, any of the following decisions and with respect to the period after the occurrence of the Flip Date, only the Post Flip Major Decisions:

(a)Any sale, lease or other voluntary disposition of any membership interest in the Project Company or MWCI or of all or substantially all of the assets of any of the Company, MWCI or the Project Company;

(b)Sale, lease or other voluntary disposition of assets of Project Company with a value in excess of $500,000, other than (i) disposition of obsolete or surplus assets, (ii) disposition of assets in the Ordinary Course of Business, (iii) sales of energy in the ordinary course of business, (iv) sales of related environmental attributes (such as renewable energy credits and carbon allowances), related ancillary benefits (such as capacity credits), (v) quitclaims of unused land rights and (vi) disposal or distribution to the Class A Member of Gen Lead Substation Assets and Transmission Line Assets;

(c)Any encumbrance or grant of any Lien on the assets or rights of the Company, MWCI or Project Company, to secure an obligation, other than Permitted Liens;

(d)Causing or approving the Company, MWCI or Project Company to take actions to (i) cancel, suspend, renew or terminate any Material Contract (other than a

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termination of the Existing Financing Credit Agreement following the repayment of the Existing Financing Credit Agreement Obligations); (ii) assign, release or relinquish the rights or obligations of any party to, or amend any Material Contract if any of the foregoing items in this clause (ii) would have a Material Adverse Effect; (iii) renew or enter into any replacement Material Contract except to the extent such renewal is on substantially the same terms as the original Material Contract, or on terms that are more beneficial to the Company, MWCI or the Project Company; provided that none of the following will be considered a Major Decision: (w) any of the actions referred to above if the actions are (A) required by any Governmental Authority or (B) actions expressly required or permitted elsewhere under the Company LLC Agreement, (x) the replacement of any permit or any PPA Credit Support with other PPA Credit Support or Hedge Support with other Hedge Support that, in either such case, provides a comparable level of support, (y) the enforcement or management of contracts with suppliers, including settlement of liquidated damage claims with turbine vendors and declarations of substantial and final completion under turbine contracts and balance-of-plant construction contracts, and (z) actions excepted by clause (b) of this definition of Major Decision;

(e)Causing or approving the Company, MWCI or Project Company (i) to file any action or institute any proceedings in Bankruptcy, (ii) to admit in writing its inability to pay its debts as they mature, (iii) to give notice to any Governmental Authority of insolvency or pending insolvency, or suspension or pending suspension of operations or (iv) to make a general assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors;

(f)Merger or consolidation of the Company, MWCI or the Project Company;

(g)Causing or approving the Company, MWCI or Project Company to adopt, amend or exceed an annual aggregate budget for the Project, except for: (i) adoption of a budget that is not more than 15% above the annual spending projected in the Base Case Model for such year, (ii) spending up to 115% of the budget for a year and (C) Emergency Expenditures;

(h)Incurrence or guarantee of indebtedness for borrowed money, capitalized lease obligations, or Hedge Support by the Company, MWCI or Project Company, other than (i) Working Capital Loans, (ii) other indebtedness in the aggregate not in excess of $250,000 at any one time outstanding, (iii) reimbursement obligations under any letters of credit required by a Material Contract and (iv) other debt incurred in the Ordinary Course of Business;

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(i)         Issuance or redemption by the Company, MWCI or Project Company of any Membership Interests or other equity interest of any kind in the Company, MWCI or Project Company, other than as contemplated by the Transaction Documents;

(j)         Approval of new transactions (other than Working Capital Loans and other transactions expressly contemplated by any of the Transaction Documents) between the Company, MWCI or Project Company, as the case may be, and any Member, Sponsor, the Manager, the Administrative Service Provider, the Affiliate Operator or any Affiliates thereof, other than those entered into on an arms length basis;

(k)        Settling claims, litigation or arbitration (other than liquidated damages that are not in dispute) if, as a result, the Company, MWCI or Project Company would be obligated to pay more than $250,000 (if such payment is not covered by insurance) or would be entitled to receive more than $1,000,000;

(l)         Causing or approving the Company, MWCI or Project Company to engage in any business or activity that is not within the purpose of such entity, as described in its organizational documents, or to change such purpose;

(m)       Amendment or termination of the certificate of formation or the operating agreement of the Company, MWCI or Project Company, other than ministerial amendments;

(n)        Admitting any additional member to the Company, MWCI or Project Company, other than admitting an additional member to the Company pursuant to terms of the Company LLC Agreement;

(o)        Entering into any contract that would require the Company, MWCI or Project Company to make payments of more than $500,000 in any calendar year, other than Working Capital Loans (including Working Capital Loans in respect of a Cash Shortfall) and other than as contemplated in an approved budget or contracts for the sale of power or renewable energy credits and commodity hedge agreements;

(p)        Causing or approving the Company, MWCI or Project Company to take any of the following actions: (i) cause the Company, MWCI or Project Company to benefit from any grants, tax-exempt financing, subsidized energy financing or other credits or grants other than the Cash Grant; or (ii) voluntarily and permanently remove any wind turbine from service (other than a removal from service caused by a force majeure event or casualty or in a manner consistent with Prudent Operator Standard);

(q)        Causing or approving the Company, MWCI or Project Company to engage in any speculative operating activities, any speculative energy sales, any

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speculative hedging arrangements or any similar speculative transactions (which shall not include hedging arrangements undertaken in connection with the PPA);

(r)         Appointment of a new Managing Member or Manager of the Company or managing member or manager of MWCI or Project Company other than pursuant to Sections 8.2(d) and 8.2(e) of the Company LLC Agreement;

(s)        Permitting (i) possession of property of Project Company by any Member (unless such action is taken pursuant to the express terms of any Transaction Document), (ii) the assignment, transfer or pledge of rights of Project Company in specific property of Project Company for other than a Project Company purpose or other than for the benefit of Project Company, or (iii) any commingling of the funds of Project Company with the funds of any other person;

(t)         Making any distribution to any Member or causing any distribution by Project Company, MWCI or the Company except as specified in the Company LLC Agreement;

(u)        Causing or approving the Company, MWCI or Project Company to hire any employees or establish or participate in any employee benefit plans;

(v)        Causing or approving the Company, MWCI or Project Company to make loans to third parties, other than a loan from the Company to the Project Company or MWCI or a loan from MWCI to the Project Company;

(w)       (i) Modifying or approving the Company, MWCI or Project Company to modify the Shared Facilities Plan in any material way or (ii) causing or approving the Company, MWCI or Project Company to enter into any agreements in connection with any Expansion Projects that would (A) violate the provisions of Section 3.4, (B) be materially inconsistent with the Shared Facilities Plan, or (C) be on other than arms-length terms;

(x)        Causing or approving the Company, MWCI or Project Company to enter into any material amendment to a Designated Affiliate Agreement that relate to duties, tenor, compensation or liability standards;

Provided, however, that all dollar thresholds in this definition of Major Decision shall be aggregated between the Company, MWCI and the Project Company unless stated otherwise.

“Majority Vote” is defined in Section 3.2(f) of the Company LLC Agreement.

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“Management Services Agreement” means the Management Services Agreement, by and between the Manager, MWCI and the Company, substantially in the form of Exhibit C to the Contribution Agreement and dated as of the Initial Closing Date.

“Manager” means First Wind Energy, LLC or any qualified replacement manager under the Management Services Agreement. The Manager is a “manager” of the Company within the meaning of the Act.

“Managing Member” is defined in Section 8.2(a) of the Company LLC Agreement.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities (actual or contingent), financial condition or results of operations of the Company, MWCI or Project Company, taken as a whole, excluding any effect resulting from (i) any change in industry, market or financial conditions (including changes in the electric generating, transmission or distribution industry, the wholesale or retail markets for electricity, the general state of the energy industry, including natural gas and natural gas liquid prices, the transmission system, interest rates, outbreak of hostilities, terrorist activities or war), whether general or regional in nature or limited to any area in which the Project is located or the Company, MWCI or Project Company operates, (ii) any change in Applicable Law or regulatory policy, (iii) effects of weather or meteorological events, (iv) strikes, work stoppages or other labor disturbances, or (v) the execution or delivery of the Transaction Documents or the transactions contemplated in them or the announcement of such transactions or (b) (i) the validity or enforceability of any Transaction Document or (ii) the ability of any party to a Transaction Document to perform its obligations thereunder.

“Material Contract” means any of the following, as the same may be amended or modified, and any successor agreements thereto (i) the PPA and the Interconnection Agreement and any other contract for the sale or transmission of electric energy or transmission services of the Project for a term of more than 1 year, (ii) any hedge agreement or other hedging arrangements, which shall not be speculative in nature, off-take agreement or renewable energy credit sale agreement and all associated documentation in respect of the electric energy or renewable energy credits generated by the Project, (iii) a contract, lease, indenture or security under which the Company or Project Company (A) has created, incurred, assumed or guaranteed any indebtedness for borrowed money in excess of $1,000,000 or obligations under any lease that, in accordance with GAAP, should be capitalized in excess of $1,000,000 or (B) has a reimbursement obligation in respect of any letter of credit, guaranty, bond, or other credit or collateral support arrangement required to be maintained by Project Company under the terms of any contract referred to in clause (i) or (ii) above, (iv) the Administrative Services Agreement, the Management Services Agreement, the Affiliate O&M

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Agreement or other contract for management, operation or maintenance of the Project, (v) a product warranty or repair contract by or with a manufacturer or vendor of equipment owned or leased by Project Company that covers equipment whose fair market value exceeds$1,000,000, (vi) wind energy leases and (vii) any other contract that is expected to require payments by the Company or the Project Company of more than $1,000,000 per calendar year.

“Member” means any Person executing the Company LLC Agreement as of the date of the Company LLC Agreement as a member of the Company or any Person admitted to the Company as a member as provided in the Company LLC Agreement (each in the capacity as a member of the Company), but does not include any Person who has ceased to be a member of the Company.

“Member Indemnified Costs” means, with respect to any Member Party, subject to ARTICLE 11 of the Company LLC Agreement, any and all Losses incurred by such Member Parties resulting from or relating to (i) any breach or default by any other Member of any representation, warranty, covenant, or agreement under the Company LLC Agreement or (ii) any claim for fraud or willful misconduct or failure to pay any amount due to a Member Party by any other Member under any Transaction Document.

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulations Section 1.704-2(b)(4). An example is where a Member or a person related to the Member makes a loan on a nonrecourse basis to the Company.

“Member Nonrecourse Deductions” an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“Member Party” is defined in Section 11.2 of the Company LLC Agreement.

“Membership Interest” means the interest of a Member in the Company, including rights to distributions (liquidating or otherwise), allocations, and to vote, consent or approve, if any.

“Milford” is defined in the recitals to the Company LLC Agreement.

“Minimum Gain Attributable to Member Nonrecourse Debt” means the amount of minimum gain there is in connection with a Member Nonrecourse Debt, calculated in the manner described in Treasury Regulations Section 1.704(2)(i)(3).

“MWCI” is defined in the recitals to the Company LLC Agreement.

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“NHC” is defined in the first paragraph of the Contribution Agreement.

“NHC Indemnified Costs” means, with respect to any NHC Indemnified Party, subject to ARTICLE 5 of the Contribution Agreement, any and all Losses incurred by such NHC Indemnified Parties resulting from or relating to (i) any breach or default by Investor of any representation, warranty, covenant, or agreement under the Contribution Agreement including as contained in any certificate delivered pursuant to the Contribution Agreement or (ii) any Investor fraud, willful misconduct or failure to pay any amount due to a NHC Indemnified Party under any Transaction Document.

“NHC Indemnified Parties” means NHC, Holdings and each of their respective Affiliates, excluding Company, MWCI and Project Company, and each of their respective shareholders, members, officers, directors, employees, agents, and other representatives, and their respective successors and assigns.

“Nonrecourse Deduction” has the meaning given such term in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

“Nonrecourse Liability” has the meaning given such term in Treasury Regulations Section 1.704-2.

“Notice” is defined in Section 12.1 of the Company LLC Agreement.

“Notice Period” means a 30 day period beginning upon receipt of a Claim Notice pursuant to Section 11.3(b) or Section 11.4(b) of the Company LLC Agreement.

“O&M Agreement” means the operation and maintenance agreement between the Operator and the Project Company, as such agreement may be amended, supplemented or replaced from time to time.

“O&M Reserve” is defined in Schedule 8.2(b) to the Company LLC Agreement.

“Operator” means the operator of the Turbines selected by the Project Company and party to the O&M Agreement, or any successor thereto.

“Ordinary Course of Business” means the ordinary conduct of business consistent with past custom and practice (including with respect to quantity and frequency).

“Original Operating Agreement” is defined in the preliminary statements of the Company LLC Agreement.

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“Outside Activities” is defined in Section 3.4(a) of the Company LLC Agreement.

“Party” means, for purposes of the Contribution Agreement, a party to the Contribution Agreement and for purposes of the Company LLC Agreement, a party to the Company LLC Agreement.

“Percentage Interest” means the percentage interest shown for a Member in Schedule 4.2(d) of the Company LLC Agreement as updated from time to time.

“Permitted Investments” means any of the following having a maturity of not greater than one year from the date of issuance thereof: (a) readily marketable direct obligations of the government of the United States of America or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government of the United States of America, (b) insured certificates of deposit of or time deposits with any commercial bank that is a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (c) below, is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least $1,000,000,000 or (c) commercial paper issued by any corporation organized under the laws of any State of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s Investor Service, Inc. or “A-1” (or the then equivalent grade) by Standard & Poor’s Corporation.

“Permitted Liens” means (a) liens for taxes not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) carriers’, warehousemen’s, mechanics’, materialman’s, repairman’s, employees’, contractors’, operators’ or other similar Liens or charges securing the payment of expenses not yet due and payable that were incurred in the Ordinary Course of Business of Project Company or for amounts being contested in good faith and by appropriate proceedings, (c) trade contracts or other obligations of a like nature incurred in the Ordinary Course of Business of Project Company, (d) inchoate liens, obligations or duties to any Governmental Authority arising in the Ordinary Course of Business (including under licenses and permits held by Project Company and under all Applicable Laws), (e) obligations or duties under easements, leases or other property rights, (f) Liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which (i) adequate reserves in accordance with GAAP or (ii) bonds or other security reasonably satisfactory to Investor have been provided or (iii) are fully covered by insurance, (g) easements of record, zoning and other land use restrictions that in each such case do not impair the operation or value of the Project, (h) security interests created by the credit support obligations and margin requirements under any Project Company power purchase

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agreement or hedge agreement or other hedging arrangements, which shall not be speculative in nature, or any other Material Contract which does not cause a default under the PPA, (i) prior to the repayment in full of the Existing Financing Obligations, the liens and security interests securing the Existing Financing Obligations, (j) the liens and security interests contemplated by the PPA, (k) liens to secure the Working Capital Loans which does not cause a default under the PPA, and (1) all other encumbrances and exceptions that are incurred in the Ordinary Course of Business of the Project, are not incurred for borrowed money and do not have a Material Adverse Effect.

“Permitted Transfers” is defined in Section 9.3 of the Company LLC Agreement.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, or other entity.

“Phase II” means the approximately 102 megawatt wind generating facility adjacent to the Project (located to the North) in Millard County, Utah.

“Placed in Service” means, with respect to any Turbines, the completion of or the performance of the following activities: (1) obtaining the necessary licenses and permits for the operation and sale of the power to SCPPA, (2) completion of critical tests necessary for proper operation of such property, (3) synchronization of such property onto the electric distribution and transmission system of the utility, and (4) the commencement of daily operation of such property.

“Post Flip Major Decisions” means the decisions in clauses (a), (e), (f), (i), (1) and (s), of the definition of “Major Decisions” except that: (A) clause (a) will be a Major Decision only with respect to the sale, lease or other voluntary disposition of any membership interests in the Project Company or of all or substantially all of the assets of either of the Company, MWCI or the Project Company for a price other than for fair market value, (B) clause (f) will not be a Major Decision to the extent that a merger or consolidation involves only the Company, MWCI and/or the Project Company, (C) clause (i) will be a Major Decision only with respect to an issuance or redemption by the Company, MWCI or Project Company that disproportionately impacts the Class B Member or any other redemption by the Company.

“PPA” means the Power Purchase Agreement, dated March 16, 2007, as amended by its first amendment, dated January 16, 2009 and each subsequent amendment, between the Project Company and SCPPA.

“PPA Credit Support” means the letters of credit, guaranties and other credit support arrangements, and any related reimbursement obligation from such credit support

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arrangement, that are required to meet the credit support obligations of the Project Company or the Company under the PPA, or any replacement power purchase agreement or any hedge agreements, which in any event would not be deemed a transaction under paragraph (q) of the definition of Major Decisions.

“Pre-Flip Period” means the period commencing on the Initial Closing Date and ending on the Flip Date.

“Preliminary Cash Adjustment” is defined in Section 3.4(b)(i) of the Company LLC Agreement.

“Preliminary Comparison Model” is defined in Section 3.4(b)(i) of the Company LLC Agreement.

“Prepayment” means the prepayment of the Prepayment Amount under the PPA to be made by SCPPA.

“Prepayment Amount” has the meaning given such term in the PPA.

“Pro Rata Shares” means, with respect to any Class B Member, such Class B Member’s Class B Membership Interests divided by the aggregate Class B Membership Interests of all Class B Members.

“Project Company” means Milford Wind Corridor Phase I, LLC, a Delaware limited liability company.

“Project” means, collectively, (i) the approximately 203.5 MW wind power generation plant located in Beaver County, Utah expected to be comprised of thirty-nine (39) 1.5 MW and fifty-eight (58) 2.5 MW wind turbine generators, foundations and towers, together with associated collection lines, an operations and maintenance building and ancillary facilities; (ii) the related interest in a substation; and (iii) and the related interest in an approximately 88-mile long 345kV generator lead line located in Beaver and Millard Counties, Utah.

“Project Completion Excess” means, if the following is a positive number, the amount by which the aggregate total (without double-counting) of all estimated Project Completion Expenses, minus $6,000,000, exceeds the Project Completion Payments.

“Project Completion Expenses” means, as of any Special Funded Distribution Date, the Managing Member’s reasonable projection of expenditures that will be necessary to achieve Completion (as defined in the Existing Financing Credit Agreement) and to pay all punch-list amounts not required to be paid as a condition to Completion.

104

“Project Completion Payments” means the amount in excess of $6,000,000 expended by the Project Company after the first Special Funded Distribution Date for the purpose of achieving Completion (as defined in the Existing Financing Credit Agreement) and for payment of punch-list amounts after Completion.

“Project Completion Shortfall” means, if the following is a positive number, the amount by which the aggregate total amount of Project Completion Payments exceeds the aggregate total (without double-counting) of all estimated Project Completion Expenses, minus $6,000,000.

“Prudent Operator Standard” means that a Person will (i) perform its duties in material compliance with the requirements of the Material Contracts, (ii) perform the duties in accordance with applicable commercially-reasonable wind energy industry standards during the relevant time period and (iii) use sufficient and properly trained and skilled personnel.

“PUHCA” means the Public Utility Holding Company Act of 2005.

“Purchase” is defined in Section 2.1(a) of the Contribution Agreement.

“Purchase Price” is defined in Section 2.2(a) of the Contribution Agreement.

“Purchase/Call Option” is defined in Section 9.5(a) of the Company LLC Agreement.

“Purchasing Members” is defined in Section 9.7(b) of the Company LLC Agreement.

“Qualified Insurance Consultant” means Moore-McNeil, LLC.

“Quarter” means a calendar quarter.

“Recapture Claim” means a written notice provided by the Class A Member to the Company and the Class B Members with respect to Recapture Damages or by a Class B Member to the Company and the Class A Member with respect to Recapture Damages.

“Recapture Damages” means any damage or loss or liquidated damages, or any cost or expense, excluding, however, any special, incidental, punitive, indirect, exemplary or consequential damages (other than denial or recapture of all or any portion of the Cash Grant), including loss profits and damages for a lost opportunity including as a result of a Class B Recapture Event or a Recapture Event.

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“Recapture Event” means an event that causes inability to claim or recapture of any part of the Cash Grant at either the Company, its Subsidiaries, or Member level, but the term does not include any Class B Recapture Event.

“Recapture Period” means the period from the date on which the first Turbine is Placed in Service until the 5th anniversary of the date the last Turbine is Placed in Service for federal income tax purposes or, if an election is made in connection with the Grant Application to treat the Project (or a portion of the Turbines within the Project) as a single unit of property, the date the Project (or such portion of the Turbines) is treated for Cash Grant purposes as having been Placed in Service.

“Representatives” means, with respect to any Person, the managing member(s), the officers, directors, employees, representatives or agents (including investment bankers, financial advisors, attorneys, accountants, brokers and other advisors) of such Person, to the extent that such officer, director, employee, representative or agent of such Person is acting in his or her capacity as an officer, director, employee, representative or agent of such Person.

“Required Reserves” means the amounts contemplated in Schedule 8.2(b) of the Company LLC Agreement, including without limitation, the Clipper Reserve and O&M Reserve.

“Required Ratings” means a long-term senior unsecured credit rating of at least A- by Standard & Poor’s Corporation or A3 by Moody’s Investor Service, Inc. or, if either agency is not then in the business of providing ratings, equivalent ratings from any other entity that is then a nationally recognized statistical rating organization.

“Schedules” means, in the case of the Contribution Agreement, the schedules attached to the Contribution Agreement and in the case of the Company LLC Agreement, the schedules attached to the Company LLC Agreement.

“SCPPA” means the Southern California Public Power Authority.

“SCPPA Pre-COD Notice” means the notice from Project Company to SCPPA contemplated by Section 3.1(c) of the PPA, together with the certification accompanying such notice pursuant to the provisions of Section 3.1(c) of the PPA.

“Second Equity Capital Contribution” is defined in Section 2.6 of the Contribution Agreement.

“Second Equity Capital Contribution Amount” has the meaning provided in the Contribution Agreement.

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“Second Equity Capital Contribution Date” is defined in Section 2.6 of the Contribution Agreement.

“Shared Facilities” means the specific assets the ownership or use of which may be shared with any Expansion Project.

“Shared Facilities Plan” means the plan attached hereto as Schedule 10 to the Company LLC Agreement, as such plan may be amended in accordance with the provisions of this Company LLC Agreement.

“Special Funded Distribution” means one or multiple cash distributions from the Company to the Class A Investor, distributed on each Special Funded Distribution Date, which distribution amount will be calculated on any date of determination as follows: the excess of (x) the sum of the Total Equity Capital Contribution Amount received by the Company as of such date, plus (ii) the Prepayment Amount received by the Project Company as of such date, plus (iii) the Test Power Profits over (y) the sum of (i) the total amount of Transaction Expenses paid or accrued as of such date, plus (ii) the Holdback Amount for Cash Grant Shortfall, plus (iii) the outstanding balance under the Existing Financing Credit Agreement, plus (iv) all previous payments made by the Project Company or the Company that has reduced the outstanding balance under the Existing Financing Credit Agreement, plus (v) the dollar amount of the Required Reserves, plus, (vi) any proceeds of the Cash Grant previously received by the Company or its Subsidiaries, plus (vii) any unpaid Project Completion Expenses in excess of $6,000,000, plus (viii) the aggregate amount of all prior distributions that were Special Funded Distributions. In addition, any payments received by the Project Company as consideration for the transfer, in substantial accordance with the Shared Facilities Plan, of interests in the Gen Lead Substation Assets and the Transmission Line Assets shall be considered Special Funded Distributions.

“Special Funded Distribution Date” means (A) the later of the date on which (a) the Prepayment has been received by the Project Company and any portion of the Prepayment not used to repay the Existing Financing Obligations or fund the Required Reserves is distributed by the Project Company to MWCI and by MWCI to the Company, (b) the date the liens securing the Existing Financing have been discharged and released and the Existing Financing Obligations have been repaid in full other than customary indemnity obligations which survive any such repayment, and (c) the date the Required Reserves have been funded as required by Schedule 8.2(b) and (B) any subsequent date upon which a Third Equity Capital Contribution is made by the Class B Members which is not used to repay the Existing Financing, provided, however, that the Special Funded Distribution Date shall in no event be prior to January 1, 2010 and (C) the date(s) on which the Project Company receives payment of consideration for the transfer, in substantial accordance with the Shared Facilities Plan, of interests in the Gen

107

Lead Substation Assets and the Transmission Line Assets shall be considered Special Funded Distributions.

“Specified Energy Property” means all equipment comprising the Project that is eligible for the Cash Grant, as defined by Section 1603 of the American Recovery and Reinvestment Act of 2009 and the Guidance.

“Sponsor” means First Wind Holdings, LLC.

“Stanton” is defined in the preamble to the Company LLC Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other entity of which such Person (either alone or through or together with any other Person pursuant to any agreement, arrangement, contract or other commitment) owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Supermajority in Interest” means, with respect to the Class B Members, Class B Members holding at least 60% of the aggregate Class B Membership Interests held by all Class B Members.

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means:

(a)         any taxes, customs, duties, charges, fees, levies, penalties or other assessments, fees and other governmental charges imposed by any Governmental Authority, including, but not limited to, income, profits, gross receipts, net proceeds, windfall profit, severance, property, personal property (tangible and intangible) production, sales, use, leasing or lease, license, excise, duty, franchise, capital stock, net worth, employment, occupation, payroll, withholding, social security (or similar), unemployment, disability, payroll, fuel, excess profits, occupational, premium, severance, estimated, alternative or add-on minimum, ad valorem, value added, turnover, transfer, stamp, or environmental tax, or any other tax, custom, duty, fee, levy or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax, or additional amount attributable thereto; and

(b)         any liability for the payment of amounts with respect to payment of a type described in clause (a), including as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement.

108

“Tax-Exempt Person” means a Person described in Section 1603(g) of the American Recovery and Reinvestment Act of 2009.

“Tax Information” is defined in Section 6.7(b) of the Contribution Agreement.

“Tax Matters Partner” is defined in Section 7.7(a) of the Company LLC Agreement.

“Tax Returns” means any return, report, statement, information return or other document (including any amendments thereto and any related or supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of any Taxes or the administration of any laws, regulations or administrative requirements relating to any Taxes, including after the Closing any IRS Form K-1 issued to Members by the Company, information return, claim for refund, amended return or declaration of estimated Tax.

“Tax Year” is defined in Section 7.4(b)(i) of the Company LLC Agreement.

“Terminated Member” is defined in Section 9.7(f) of the Company LLC Agreement.

“Termination Date” means September 29, 2009 or such later date as Investor and NHC may agree in their sole discretion.

“Termination Exercise Notice,” is defined in Section 9.6(a) of the Company LLC Agreement.

“Termination Purchase Option” is defined in Section 9.6(b) of the Company LLC Agreement.

“Termination Purchase Price” is defined in Section 9.6(c) of the Company LLC Agreement.

“Test Power Profits” means the profits earned or accrued by the Company (or the Project Company) from the sale of electricity at any time preceding the Commercial Operation Date as reasonably determined by the Managing Member.

“Third Equity Capital Contribution” is defined in Section 2.9 of the Contribution Agreement.

“Third Equity Capital Contribution Amount” has the meaning provided in the Contribution Agreement.

109

“Third Equity Capital Contribution Date” is defined in Section 2.9 of the Contribution Agreement.

“Third Party Claim” is defined in Section 5.3 of the Contribution Agreement.

“Total Equity Capital Contribution Amount” means the sum of the Initial Equity Capital Contribution Amount, the Second Equity Capital Contribution Amount and any Third Equity Capital Contribution Amount.

“Tracking Model” means the Base Case Model updated to reflect actual results of the Company, but with both Fixed Tax Assumptions (unless they are incorrect as a result of breach of a representation or covenant by the Class A Member) and the assumptions and conventions in Section 6.6 of the Company LLC Agreement remaining unchanged (unless they change as a result of a breach of a representation or a covenant by the Class A Member).

“Transaction Documents” means the Company LLC Agreement, the Contribution Agreement, the Management Services Agreement, the Class B Guaranty and each of the other documents required to be executed and delivered on the Effective Date or on the Initial Closing Date, individually and collectively.

“Transaction Expenses” means (i) the cost of the title insurance policies, any filing and recording fees, escrow or closing fees and transfer and mortgage taxes; (ii) the reasonable legal fees, expenses and disbursements of counsel to NHC and the Project Company incurred in connection with the transaction; (iii) other reasonable, documented out of pocket expenses of NHC and the Project Company incurred in connection with the Contribution Agreement and the transactions contemplated hereby; (iv) the fees and reasonable out of pocket expenses of the Appraiser, Environmental Consultant, the Independent Engineer and the Qualified Insurance Consultant incurred in connection with the preparation of their respective reports and (vi) such other amounts and expenses as are mutually agreed by the parties.

“Transfer” is defined in Section 9.1 of the Company LLC Agreement.

“Transmission Effect” is defined in Section 3.4(b)(i) of the Company LLC Agreement.

“Transmission Line Assets” has the meaning provided in the Contribution Agreement.

“Treasury” means the United States Department of the Treasury.

110

“Treasury Regulations” means the regulations promulgated under the Code, by the Treasury, as such regulations may be amended from time to time. All references herein to specific sections of the regulations shall be deemed also to refer to any corresponding provisions of succeeding regulations, and any reference to temporary regulations shall be deemed also to refer to any corresponding provisions of final regulations.

“Turbines” means the fifty-eight (58) Clipper 2.5 Megawatt C99 Liberty wind turbines and thirty-nine (39) GE 1.5 Megawatt XLE wind turbines included in the Project, together with the blades, towers, and pads associated therewith; and any one such turbine, together with its blades, towers, and pads, is a “Turbine”.

“Turbine Supplier” means each of Clipper Turbines Works, Inc., and General Electric Company.

“UCC” means the Uniform Commercial Code, as the same may be in effect in the State of New York or any other applicable jurisdiction.

“Utah PTCs” - means a production tax credit in the amount of $3.50 for each Mw/h of electricity produced by the Project for the first 48 months after the Project is placed in commercial operation.

“Working Capital Loan” is defined in Section 4.3(a) of the Company LLC Agreement.

111

OTHER DEFINITIONAL PROVISIONS

All terms in the Contribution Agreement and the Company LLC Agreement, as applicable, shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

As used in the Contribution Agreement and the Company LLC Agreement and in any certificate or other documents made or delivered pursuant thereto, accounting terms not defined in the Contribution Agreement or the Company LLC Agreement or in any such certificate or other document, and accounting terms partly defined in the Contribution Agreement or the Company LLC Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in the Contribution Agreement or the Company LLC Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in the Contribution Agreement or the Company LLC Agreement or in any such certificate or other document shall control.

The words “hereof”, “herein”, “hereunder”, and words of similar import when used in the Contribution Agreement and the Company LLC Agreement shall refer to the Contribution Agreement or the Company LLC Agreement, as the case may be, as a whole and not to any particular provision of the Contribution Agreement or the Company LLC Agreement. Section references contained in the Contribution Agreement and the Company LLC Agreement are references to Sections in the Contribution Agreement or the Company LLC Agreement, as applicable, unless otherwise specified. The term “including” shall mean “including without limitation”.

The definitions contained in the Contribution Agreement and the Company LLC Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

Any agreement, instrument, statute or regulation or defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument, statute or regulation or as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein.

Any references to a Person are also to its permitted successors and assigns.

All Article and Section titles or captions contained in the Contribution Agreement or the Company LLC Agreement, as applicable, or in any Exhibit or Schedule referred to therein and the table of contents of the Contribution Agreement and the

112

Company LLC Agreement are for convenience only and shall not be deemed a part of the Contribution Agreement or the Company LLC Agreement, as the case may be, or affect the meaning or interpretation of the Contribution Agreement or the Company LLC Agreement, as applicable. Unless otherwise specified, all references in the Contribution Agreement or the Company LLC Agreement to numbered Articles and Sections are to Articles and Sections of the Contribution Agreement or the Company LLC Agreement, as applicable, and all references herein to Schedules or Exhibits are to Schedules and Exhibits to the Contribution Agreement or the Company LLC Agreement, as applicable.

Unless otherwise specified, all references contained in the Contribution Agreement or the Company LLC Agreement, in any Exhibit or Schedule referred to therein or in any instrument or document delivered pursuant thereto to dollars or “$” shall mean United States dollars.

The Parties to the Contribution Agreement have participated jointly in the negotiation and drafting of the Contribution Agreement. The Parties to the Company LLC Agreement have participated jointly in the negotiation and drafting of the Company LLC Agreement. In the event an ambiguity or question of intent or interpretation arises, the Contribution Agreement and the Company LLC Agreement shall be construed as if drafted jointly by the respective Parties thereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of the Contribution Agreement or the Company LLC Agreement, as the case may be.

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ANNEX II

MEMBERSHIP INTERESTS

Milford NHC, LLC	951 Class A Membership Interests, comprising 100% of the Class A Membership Interests in the Company
Stanton Equity Trading Delaware LLC	49 Class B Membership Interests, comprising 100% of the Class B Membership Interests in the Company

Schedule 3.4(a)

to Company LLC Agreement

Project Site

The real property located in the County of Beaver, State of Utah, more particularly described as follows:

PARCEL 1:

THE SOUTHEAST QUARTER OF SECTION 7, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 2:

THE EAST HALF OF THE NORTHWEST QUARTER AND LOTS 1 AND 2 (BEING THE WEST HALF OF THE NORTHWEST QUARTER), SECTION 7, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 3:

THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 4:

LOTS 1, 2, 3 AND 4, THE SOUTH HALF OF THE NORTHWEST QUARTER, AND THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 1, TOWNSHIP 27 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 5:

THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 32, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 6:

THE SOUTHWEST QUARTER OF SECTION 32, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 7:

INTENTIONALLY DELETED.

PARCEL 8:

THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 9:

THE NORTH HALF OF SECTION 36, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 10:

INTENTIONALLY DELETED.

PARCEL 11:

THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER, THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 8, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 12:

INTENTIONALLY DELETED.

PARCEL 13:

LOTS 1, 3, 4, AND THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 14:

INTENTIONALLY DELETED.

PARCEL 15:

LOT 3, THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHEAST

2

QUARTER OF THE SOUTHEAST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER AND THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 31, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 16:

THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 5, TOWNSHIP 27 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 17:

LOTS 1, 4, 5, THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER AND THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF 6, TOWNSHIP 27 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 18:

INTENTIONALLY DELETED.

PARCEL 19:

INTENTIONALLY DELETED.

PARCEL 20:

INTENTIONALLY DELETED.

PARCEL 21:

THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER AND THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER SECTION 9, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 22:

THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE

3

NORTHWEST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 23:

THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER, THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER, THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER, THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 11, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 24:

LOTS 1, 2, 4, THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 13, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 25:

THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, AND THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 26:

THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER, THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER AND THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

4

PARCEL 27:

THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER, THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER, AND THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 25, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 28:

INTENTIONALLY DELETED.

PARCEL 29:

LOTS 1, 2, THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER, THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER, THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER, THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, AND THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 30:

THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 31:

LOTS 1 AND 2, AND THE EAST HALF OF THE NORTHWEST QUARTER, AND THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 27 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 32:

THE NORTH HALF OF SECTION 19, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

5

PARCEL 33:

LOTS 3 AND 4; THE EAST HALF OF THE SOUTHWEST QUARTER AND THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 34:

ALL OF SECTION 18, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 35:

LOTS 3 AND 4; THE EAST HALF OF THE SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF SECTION 19, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 36:

THE EAST HALF AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 30, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 37:

THE NORTH HALF OF SECTION 31, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 38:

THE WEST HALF OF SECTION 13, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 39:

THE SOUTH HALF OF SECTION 14, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 40:

THE EAST HALF OF SECTION 15, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

6

PARCEL 41:

ALL OF SECTION 23, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 42:

ALL OF SECTION 24, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 43:

ALL OF SECTION 26, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 44:

ALL OF SECTION 27, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 45:

THE EAST HALF OF SECTION 33, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 46:

ALL OF SECTION 34, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 47:

ALL OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 48:

LOTS 1, 2, 3 AND 4 AND THE SOUTH HALF OF THE NORTH HALF OF SECTION 2, TOWNSHIP 27 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 49:

7

ALL OF SECTION 11, TOWNSHIP 27 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 50:

LOTS 3 AND 4; THE SOUTHEAST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 10, TOWNSHIP 27 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 51:

LOTS 1, 2, 3, AND 7; THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER; THE NORTH HALF OF THE SOUTHWEST QUARTER AND THE SOUTH HALF OF THE NORTHWEST QUARTER OF SECTION 3, TOWNSHIP 27 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 52:

LOTS 4, 5, 6, 8, 9, 10 AND 11, SECTION 3, TOWNSHIP 27 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 53:

THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER AND THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 54:

THE WEST HALF OF SECTION 17, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 55:

THE WEST HALF OF SECTION 20, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 56:

THE WEST HALF OF THE WEST HALF; THE EAST HALF OF THE NORTHWEST QUARTER AND THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 26 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

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PARCEL 57:

LOTS 3 AND 4; THE SOUTH HALF OF THE NORTHWEST QUARTER; THE NORTH HALF OF THE SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 5, TOWNSHIP 27 SOUTH, RANGE 9 WEST, SALT LAKE BASE AND MERIDIAN.

PARCEL 58:

INTENTIONALLY DELETED.

PARCEL 59:

BEGINNING AT THE SOUTHEAST CORNER OF SECTION 22, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 5321.49 FEET; THENCE NORTH 89°37’35” WEST 2649.85 FEET; THENCE NORTH 0°38’18” EAST 2647.25 FEET; THENCE SOUTH 89°51’28” EAST 7979.20 FEET; THENCE SOUTH 0°48’42” WEST 2645.20 FEET TO THE POINT OF BEGINNING. AND ALSO DESCRIBED AS FOLLOWS:

THE SOUTH HALF OF SECTION 22, TOWNSHIP 26, RANGE 10, AND THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 26 RANGE 10, SALT LAKE BASE AND MERIDIAN.

PARCEL 60:

BEGINNING AT THE NORTHEAST CORNER OF SECTION 22, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE SOUTH 0°48’42” WEST, A DISTANCE OF 2645.20 FEET; THENCE NORTH 89°51’28” WEST, A DISTANCE OF 7979.20 FEET; THENCE NORTH 0°38’18” EAST, A DISTANCE OF 2657.59 FEET; THENCE SOUTH 89°41’06” EAST, A DISTANCE OF 2669.71 FEET; THENCE SOUTH 89°48’51” EAST A DISTANCE 5317.47 FEET TO THE POINT OF BEGINNING. AND ALSO DESCRIBED AS FOLLOWS:

THE NORTH HALF OF SECTION 22, TOWNSHIP 26, RANGE 10, AND THE NORTHEAST QUARTER OF SECTION 21, TOWNSHIP 26 RANGE 10, SALT LAKE BASE AND MERIDIAN.

PARCEL 61:

THE WEST HALF OF SECTION 15, TOWNSHIP 26 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

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EXCEPTING THEREFROM 15/16 INTEREST IN AND TO ALL OIL, GAS AND OTHER MINERALS, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORING AND/OR REMOVING THE SAME.

PARCEL 62:

SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 1, TOWNSHIP 27 SOUTH, RANGE 10 WEST, SALT LAKE BASE AND MERIDIAN.

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Schedule 4.2(d)

to Company LLC Agreement

Initial Capital Account

Member Name and Address	Capital Account Balance			Percentage Interest or Pro Rata Share of each Class of Membership Interests
Milford NHC, LLC (Class A)	$	*****	**	100	%
Stanton Equity Trading Delaware LLC (Class B)	$	2,500,000	**	100	%

** The Initial Equity Capital Contribution Amount, plus any previous capital contributions.

Schedule 8.2(b)

to Company LLC Agreement

Required Reserves

The Required Reserves shall initially be funded upon the Second Equity Capital Contribution Closing in an aggregate total amount of $*****, must total such amount upon the close of business on December 31, 2009, and must total $***** immediately following the first Special Funded Distribution Date and the making of such first Special Funded Distribution. Thereafter, the Required Reserves shall be reduced to the extent set forth in this Schedule 8.2(b). The Required Reserves shall be comprised of the Clipper Reserve, the O&M Reserve and the SCPPA Cost Reserve each as set forth below, and subject to adjustment following the Second Equity Capital Contribution Date as provided below:

The following definitions are used in the Schedule 8.2(b):

“Clipper” means Clipper Turbine Works, Inc.

“Completion” has the meaning set forth in the Existing Financing Credit Agreement.

“Investment Grade Credit Rating” means a credit rating of BBB-/Baa3 (or the equivalent) or higher from Standard & Poor’s Corporation or Moody’s Investor Service, Inc.

“Letter of Credit” means an irrevocable letter of credit having commercially customary terms and expressly providing that, in addition to its other drawing rights, if the issuing bank does not provide written notice (an “Expiration Event”) that it will be renewing or extending such letter of credit at least 30 days prior to the expiry date of such the letter of credit, the remaining undrawn balance of the letter of credit may continue to be drawn in full by Project Company, as the beneficiary, during such remaining 30 day period of the term thereof.

“Required Credit Rating” means a credit rating of A- or higher from Standard & Poor’s Corporation or A3 or higher from Moody’s Investor Service, Inc.

“Partial Clipper Credit Enhancement Event” means that Clipper or one or more Affiliate(s) of Clipper has received a U.S. Department of Energy loan guarantee for debt in an aggregate amount (taking into account both the guaranteed and unguaranteed portion) of not less than $100 million, provided that any Partial Clipper Credit Enhancement Event occurring prior to the first Special Funded Distribution Date shall be deemed to have occurred on such first Special Funded Distribution Date.

“Full Clipper Credit Enhancement Event” means that any of the following has occurred: (i) Clipper or one or more Affiliate(s) of Clipper has received a U.S. Department of Energy loan guarantee for debt in an aggregate amount (taking into account both the guaranteed and unguaranteed portion) of not less than $200 million, (ii) Clipper receives an Investment Grade Credit Rating or (iii) all of the obligations of Clipper and its Affiliates to the Project Company are guaranteed by a Person with an Investment Grade Credit Rating through at least the 5th

anniversary of the Initial Closing Date, provided that any Full Clipper Credit Enhancement Event occurring prior to the first Special Funded Distribution Date shall be deemed to have occurred on the first Special Funded Distribution Date.

Clipper Reserve

The Clipper Reserve shall be funded upon the Second Equity Capital Contribution Closing in the amount of $***** with proceeds of the Second Equity Capital Contribution, shall be in an amount of not less than $***** upon the close of business on December 31, 2009 and shall be subject to the following use restrictions and adjustment provisions. The Clipper Reserve will not otherwise be subject to any top-up or refunding requirements (except to the extent required in Section (a) immediately below).

a) the Clipper Reserve is to be used solely by the Project Company and only as a reserve for any defects in any of the Turbines provided by Clipper or its Affiliates which are included in the Project, and shall remain in place until the 5th anniversary of the Initial Closing Date, after which time the funds in the Clipper Reserve shall be promptly distributed (unless, and for so long as, the Managing Member determines in its reasonable judgment using the Prudent Operator Standard that it is necessary to retain such funds for the operation of the Project Company), to MWCI and then to the Company for distribution to the Class A Members and Class B Members in equal amounts (50% each); provided, that if after December 31, 2009 there is not adequate cash available to the Project Company (after using all amounts available under the O&M Reserve) to pay operating expenses as and when due and payable, the Clipper Reserve may be used to pay operating expenses of the Project Company and any amounts so withdrawn and applied to operating expenses shall be promptly replenished to re-fund the Clipper Reserve from available cash flow;

b) in the event that a Partial Clipper Credit Enhancement Event occurs, then the required Clipper Reserve shall be reduced to $***** and any funds on deposit in the Clipper Reserve in excess of $***** shall be promptly distributed (unless, and for so long as, the Managing Member determines in its reasonable judgment using the Prudent Operator Standard that it is necessary to retain such funds for the operation of the Project Company), to MWCI and then to the Company for distribution to the Class A Members and Class B Members in equal amounts (50% each). The then remaining Clipper Reserve balance will remain in place until the 5th anniversary of the Initial Closing Date at which time all funds on deposit in the Clipper Reserve shall be promptly distributed (unless, and for so long as, the Managing Member determines in its reasonable judgment using the Prudent Operator Standard that it is necessary to retain such funds for the operation of the Project Company), to MWCI and then to the Company for distribution to the Class A Members and Class B Members in equal amounts (50% each); and

c) in the event that a Full Clipper Credit Enhancement Event occurs, then all funds on deposit in the Clipper Reserve shall be promptly distributed (unless, and for so long as, the Managing Member determines in its reasonable judgment using the Prudent Operator Standard that it is necessary to retain such funds for the operation of the Project Company), to MWCI and then to the Company for distribution to the Class A Members and Class B Members in equal amounts (50% each), and the Clipper Reserve shall no longer remain in existence.

While the Existing Financing Credit Agreement remains in effect, the Clipper Reserve shall be maintained in the Clipper Account (as defined in the Existing Financing Credit Agreement).

O&M Reserve

The O&M Reserve shall be funded upon the Second Equity Capital Contribution Closing in the amount of $***** with proceeds of the Second Equity Capital Contribution, and shall be in an amount of not less than $***** upon the close of business on December 31, 2009. The O&M Reserve shall be subject to the following use restrictions and adjustment provisions:

a) The O&M Reserve is to be used solely by the Project Company and only as a reserve for any O&M/Major Maintenance/Liquidity purposes and shall be used when Project cash flow (including all cash available in the Revenue Account (as defined in the Existing Financing Credit Agreement)) is insufficient to fund then-current operating costs of the Project or Project Company. If at any time after December 31, 2009, the funds specified in the line item in the construction budget labeled “Contingency” has been used in full, up to $***** of this reserve can be used for additional expenditures necessary to achieve Completion

b) Immediately following the first Special Funded Distribution Date and the making of such first Special Funded Distribution, the O&M Reserve shall total at least $***** and any amounts (up to a maximum of $*****) on deposit in the O&M Reserve in excess of $***** at that time shall be distributed to MWCI for further distribution to the Company for inclusion in the Special Funded Distribution to the Class A Member.

c) After December 31, 2009 (except as provided in (b) immediately above), the O&M Reserve requirement shall be $***** (or, if a Full Clipper Credit Enhancement Event has occurred, $***** from the occurrence of such Full Clipper Credit Enhancement Event until the date that is the fifth anniversary of the Commercial Operation Date and $***** thereafter). To the extent drawn below the required level, the O&M Reserve will be replenished prior to any distribution of cash to the Members. Failure to fully fund the O&M Reserve subsequent to the first Special Funded Distribution Date due to lack of available cash flow will not be considered a breach or default under the Project Company’s limited liability company agreement, any Transaction Document or otherwise.

d) If the O&M Reserve requirement is reduced following the occurrence of a Full Clipper Credit Enhancement Event, any amounts credited to the O&M Reserve account in excess of the then-effective O&M Reserve requirement shall promptly be distributed (unless, and for so long as, the Managing Member determines in its reasonable judgment using the Prudent Operator Standard that it is necessary to retain such funds for the operation of the Project Company), to MWCI, for further distribution to the Company and subsequent distribution to the Class A Members and the Class B Members in a ratio equal to 25:75 (Class A:Class B).

e) In addition to the foregoing, after December 31, 2009, the O&M Reserve may be maintained by obtaining a letter of credit (reasonably acceptable to the Class A Members and Class B Members, with such acceptance not to be unreasonably withheld or delayed) from a bank or other financial institution with a Required Credit Rating or other equivalent credit

support. In the event that such credit support is instituted, cash on deposit in the O&M Reserve shall be promptly distributed to MWCI for further distribution to the Company and then distributed to the Class A Members (25%) and Class B Members (75%) (except as otherwise provided under the heading “Letter of Credit” below). If at any time such credit support ceases the O&M Reserve will be replenished in cash from available cash flow in accordance with the levels set forth above.

While the Existing Financing Credit Agreement remains in effect, the O&M Reserve shall be in the Liquidity Account (as defined in the Existing Financing Credit Agreement).

Letter of Credit

Notwithstanding the foregoing, at any time after the first Special Funded Distribution Date, if the Class A Member or one of its Affiliates provides, or causes to be provided, a Letter of Credit issued by a U.S. bank or financial institution with a Required Credit Rating (such a bank or financial institution, an “Acceptable LC Bank”), and without recourse to the Company, MWCI, the Project Company or any of their respective assets, to cover the required amounts under the Clipper Reserve and/or the O&M Reserve, in whole or in part, cash shall be released from the Clipper Reserve and/or the O&M Reserve account, as applicable, in an amount equal to the then-effective face amount of such Letter of Credit (but in no event in excess of the cash then on deposit in the applicable Required Reserve account) (“Released Cash”) and shall promptly be distributed by the Company to the Class A Member. The Class A Member’s right to replace cash in the Required Reserves with Letters of Credit shall be limited during each Fiscal Year (when taken together with all other cash distributed to the Class A Member in such Fiscal Year) to an amount equal to the aggregate total of all cash distributions made to the Class B Member in such Fiscal Year. For purposes of this paragraph, the amount of each increase in the face amount of a Letter of Credit (whether automatically in accordance with the terms of such Letter of Credit, or by amendment thereto) shall be treated as if an additional Letter of Credit had been provided in the amount of such increase.

SCPPA Cost Reserve

The SCPPA Cost Reserve will be established as a sub-account of the O&M Reserve upon the Second Equity Capital Contribution Date (if all required consents to the establishment of such sub-account under the Existing Financing Credit Agreement have been obtained. The Managing Member shall include a request for such consents together with the request for consents to the establishment of an escrow account required pursuant to Section 3.14(a) of this Company LLC Agreement. If any such consents required for the establishment of such sub-account under the Existing Financing Credit Agreement have not been obtained, the SCPPA Cost Reserve will be established following the termination of the Existing Financing Credit Agreement. Upon its establishment, the SCPPA Cost Reserve shall be funded at such time with an amount equal to the aggregate total of all reimbursement payments received by the Project Company from SCPPA for Taxes and Operating Insurance premiums (as defined in the PPA) from the Second Equity Capital Contribution Date until the date such sub-account is established.

All reimbursement payments received by the Project Company from SCPPA for Taxes and Operating Insurance premiums (as defined in the PPA) shall be deposited into the SCPPA

Cost Reserve for application to the Taxes and Operating Insurance premiums for which they were received. If at any time there is not adequate cash available to cover amounts due and payable by the Project Company (other than Taxes and Operating Insurance premiums) funds in the SCPPA Cost Reserve may be used for such purposes; provided that they are replenished in the SCPPA Cost Reserve from cash flow of the Project Company as soon as such cash flow is available.

All Required Reserve accounts shall be established and maintained in accordance with the Existing Financing Credit Agreement for so long as it is in effect.

Schedule 8.4

to Company LLC Agreement

Insurance Requirements

ARTICLE I
Insurance Required

Section 1.1.            With respect to the ongoing operations of the Company, MWCI and the Project Company, the Managing Member shall without cost to the Members maintain or cause to be maintained in effect at all times the types of insurance required by the following provisions, together with any other types of insurance that may be required under the Material Contracts or unless, with respect to a Material Contract, otherwise specified in such Material Contract or waived by the appropriate counterparty, with insurance companies rated “A” or better, with a minimum financial size classification of “X,” by A.M. Best, (or an equivalent rating by another nationally recognized insurance rating agency of similar standing if Best’s Insurance Guide and Key Ratings shall no longer be published):

(a)           Commercial General Liability. Commercial general liability insurance for the Project on an “occurrence” policy form or other similar policy form, including coverage for premises/operations, explosion, collapse and underground hazards, products/completed operations, broad form property damage, blanket contractual liability, suits brought against the Company, MWCI or the Project Company, from actions of an independent contractor and personal injury, with primary coverage limits of no less than $1,000,000 for injuries or death to one or more persons or damage to property resulting from any one occurrence and a $2,000,000 annual aggregate limit. Coverage shall include punitive damages to the extent normally available and pollution liability to the extent required under the Interconnection Agreement.

The commercial general liability policy shall also include a severability of interest clause with no exclusions or limitations for cross liability.

(b)           Auto Liability Insurance. Automobile liability insurance, including coverage for owned (to the extent any exposure exists), non-owned and hired automobiles, as well as trailers and semi trailers designed for travel on public roads (to the extent any exposure exists) for both bodily injury and property damage and containing appropriate no-fault insurance provisions or other endorsements in accordance with state legal requirements, with combined single limits of no less than $1,000,000 per accident.

(c)           Worker’s Compensation. Worker’s compensation insurance providing statutory benefits and including other states’ endorsement, employer’s liability insurance with a primary and excess limit of not less than $1,000,000, and such other forms of insurance which the Company, MWCI or Project Company is required by law to provide.

(d)           Umbrella/Excess Liability Insurance. Umbrella and/or excess liability insurance of not less than $20,000,000 per occurrence and in the aggregate for bodily injury and property damage to third parties arising during transportation, storage, construction and operation of the Project. Such coverages shall be on a an “occurrence” policy form, AEGIS claims-first-made or other similar policy form, over and above coverage provided by the policies described in Section 1.1(a), Section 1.1(b), and Section 1.1(c)(employer’s liability, if applicable) above. The limit applying for the Company, MWCI and the Project Company can be satisfied by insuring multiple projects under one policy, subject to a per project aggregate endorsement. The umbrella and/or excess policies shall not contain endorsements which unreasonably restrict coverages as set forth in the underlying policies noted in Section 1.1(a), Section 1.1(b), and Section 1.1(c)(employer’s liability, if applicable) above. Coverage shall include punitive damages to the extent normally available and pollution liability to the extent required under the Interconnection Agreement.

If the policy or policies provided under this paragraph contain(s) aggregate limits applying to operations of the Company, MWCI or Project Company, and such limits are diminished below $10,000,000 by any incident, occurrence, claim, settlement or judgment against such insurance which has caused the carrier to establish a reserve, the Managing Member shall take or cause steps be taken to restore such aggregate limits or shall provide other equivalent insurance protection for such aggregate limits.

(e)           Aircraft Liability Insurance. To the extent exposure exist, aircraft liability insurance, in an amount not less than $20,000,000 for all owned, non-owned and hired aircraft, fixed wing or rotary, used in connection with the operation of the Project.

(f)            Transit Insurance. Transit coverage, either included in the builder’s risk policy or under separate policy form (including air, land and ocean cargo where air, land or ocean transit will be required) on an all-risk basis with a per occurrence limit equal to the full insurable value of any single shipment involving Project assets to or from the Project site to another location, plus a separate limit for marine delay in startup, at all times in which the Company, MWCI or Project Company has accepted risk of loss. Coverage shall including loading and unloading and temporary storage (as applicable) and shall apply on a difference in limits and difference in conditions basis for inland and ocean transit shipments when coverage for physical damage is being provided by a third party. Coverage shall be maintained with limits, sublimits, aggregates, deductibles and other terms and conditions consistent with industry practice.

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(g)             Storage Insurance.             Off-site storage insurance, either included in the builder’s risk policy or under separate property all risk policy form (including long term storage where applicable) including earthquake, flood and wind perils with a per occurrence limit equal to not less than the full insurable value of the largest single equipment storage location involving Company, MWCI or Project Company assets, including inland or ocean transit to or from the Project site to another location (unless provided under a separate all-risk transit policy for property and equipment in transit). Coverage shall be maintained with limits, sublimits, aggregates, deductibles and other terms and conditions consistent with industry practice.

(h)             Builders All-Risk Insurance. From the point of groundbreaking for the Project through the Commercial Operation Date, the Managing Member shall maintain, or cause to be maintained, builder’s risk insurance covering all Company, MWCI or Project Company assets on an “all risk basis” including earthquake, flood, and wind perils, all testing and commissioning required to complete construction, machinery breakdown (including resulting damage from design defects, and faulty workmanship or materials), inland and ocean transit (unless provided under a separate all-risk transit policy for property and equipment in transit), off-site storage (unless provided under a separate all-risk property policy for equipment in storage) and delay in start up in an amount equivalent to not less than 12 months of lost profits (including the loss of production tax credits, grossed up for taxes, and renewable energy credits, as applicable) plus debt service and other continuing project expenses and other customary coverages, contingent delay in startup in an amount of not less than $5,000,000 and other sublimits, aggregates, deductibles. Coverage shall be maintained with limits, sublimits, aggregates, deductibles and other terms and conditions consistent with industry practice.

(i)              Property All Risk Insurance. From and after the date the Commercial Operation Date, the Managing Member shall maintain, or cause to be maintained, operational property insurance on an “all risk basis” including earthquake, flood, and wind perils, machinery breakdown (including resulting damage from design defects, and faulty workmanship or materials), inland and ocean transit (unless provided under a separate all-risk transit policy for property and equipment noted above under Section  1.1(f), inland transit, and business interruption in an amount equivalent to not less than 12 months of lost profits (including the loss of production tax credits, grossed up for taxes, and renewable energy credits, as applicable) plus debt service and other continuing project expenses and other customary coverages, contingent business interruption in an amount of not less than $5,000,000. Coverage shall be maintained with limits, sublimits, aggregates, deductibles and other terms and conditions consistent with industry practice. Coverage shall include equipment that has not yet been Placed in Service.

Section 1.2.            Contractor Insurance. The Company, MWCI or Project Company shall cause each applicable contractor to maintain or cause to be maintained, in full force

3

and effect, such insurance as the contractor is required to maintain pursuant to its requirements under any applicable contracts with the Company, MWCI or Project Company.

Section 1.3.            General Property Insurance Conditions. All property insurance coverage shall be on a “no coinsurance” policy form with claims adjusted on a “replacement cost” basis.

Section 1.4.            Property Loss Payable Conditions. All policies covering real or personal property of the Company, MWCI or the Project Company shall name the Members as loss payees as their interests may appear.

ARTICLE II
General Policy Conditions.

Section 2.1.            Each policy shall expressly provide that all provisions thereof, except the limits of liability (which shall be applicable to all insureds as a group) and liability for premiums (which shall be solely a liability of the Company, MWCI or the Project Company, as applicable) shall operate in the same manner as if there were a separate policy covering each such insured and/or in the case of property policies shall include standard non-vitiation language or an acceptable multiple insureds clause. Each policy shall waive subrogation against the Members, Company, MWCI and Project Company and shall waive any right of the insurers to any setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Company, MWCI, Project Company, or Members. Each property and liability policy required above (with the exception of workers compensation) shall name the Members as additional insured unless the Members are named as an additional “named” insured under the policy. Property and liability (to the extent commercially available) policies required above shall provide that if any payment or premium or installment is not paid when due, or if such insurance is to be cancelled, terminated or reduced for any reason whatsoever, the insurers (or their representatives) will promptly notify the Managing Member and Members, and any such cancellation, termination or change shall not be effective until 30 days after receipt of such notice by the Members (10 days with respect to non-payment of premium), and that appropriate certification shall be made to the Members by each insurer with respect thereto. All policy deductibles shall be the sole responsibility of the Project Company.

Section 2.2.            Claims Conditions. Members shall, upon request, have the right but not the obligation to receive updates and be involved in meetings and other discussions regarding property and liability claims that exceed $1,000,000 whether insured or not.

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Section 2.3.            Annual Certification of Compliance As soon as practicable and in any event on or before the expiration of any insurance policy required hereunder, the Managing Member shall furnish, or cause to be furnished, to the Members, a certificate signed by a authorized insurance representative of Company, MWCI or the Project Company, showing the insurance then maintained by or on behalf of Company, MWCI or the Project Company pursuant to this Schedule 8.4 and stating that such insurance complies in all material aspects with the terms hereof, is in full force and effect and that all premiums then due have been paid or are not in arrears.

Section 2.4.            Waiver of Insurance Requirements. In the event any insurance (including the limits or deductibles thereof) herein required to be maintained, other than insurance required by law or by Material Contract to be maintained, shall not be available and commercially feasible in the commercial insurance market as confirmed by the Qualified Insurance Consultant to the Members, the Managing Member shall notify the Members as soon as reasonably possible and shall procure, or shall cause to be procured, such insurance with the maximum amount of coverage then commercially feasible. Insurance will be considered not commercially feasible if, among other factors, it is obtainable only at excessive costs that are not justified in terms of the risk to be insured and is generally not being carried by or applicable to projects or operations similar to the Project because of such excessive cost. Should any insurance (including the limits or deductibles thereof) herein required and previously considered to be commercially unfeasible become feasible, the Managing Member upon knowledge of such feasibility shall procure, or shall cause to be procured, such insurance. Insurance required herein that is considered to be commercially unfeasible shall be reevaluated not less than once a year.

Section 2.5.            Conflict with Material Contracts. To the extent that the provisions noted in this Schedule 8.4 conflict with the provisions of any Material Contract and such conflict would cause the Company, MWCI or the Project Company to be non-compliant with such Material Contract, the terms and conditions of the Material Contract shall prevail, but only to the extent required by such Material Contract.

Section 2.6.            Other Insurance. Members shall have the right to make requests for additional or other insurance to the extent that (i) insurance becomes available on commercially reasonable terms which had previously not been available, (ii) Project Company exposures increase necessitating an increase in limits or an additional insurance, all subject to commercial availability, (iii) other operations of a similar nature sustain losses or threats of losses which could happen at the Company, MWCI or the Project Company premises, and (iv) as, under prudent utility practices, are from time to time insured against for property and facilities (as to types of risks covered, policy amounts, deductibles and other terms and conditions) similar in nature, use and location to the Company, MWCI or Project Company.

5

Schedule 9

to Company LLC Agreement

Transfer Representations and Warranties

a)[The Class B Member] is a [                    ] duly organized, validly existing and in good standing under the laws of [              ] and has all requisite [              ] power and authority to reconvey the Class B Membership Interests as contemplated by the Company LLC Agreement.

b)[The Class B Member] owns directly [100]% of the Company’s outstanding Class B Membership Interests.

c)[The Class B Member] has absolute record and beneficial ownership and title to all of the Membership Interests held by [the Class B Member] free and clear of any Liens except Permitted Liens.

d)The assignment agreement and the other documents contemplated therein effecting the Transfer of the Class B Membership Interests from [the Class B Member] to [the Class A Member] has been duly executed and delivered by [the Class B Member] and constitutes [the Class B Member’s] legal, valid and binding obligation, enforceable against it in accordance with its terms (except as may be limited by Bankruptcy, insolvency or similar Laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity).

e)The authorization, execution, delivery or performance by [the Class B Member] of the assignment agreement effecting the Transfer of the Class B Membership Interests from [the Class B Member] to [the Class A Member] does not and will not (i) conflict with, or result in a breach, default or violation of, (A) the organizational documents of [the Class B Member], (B) any contract or agreement to which that [the Class B Member] is a party or is otherwise subject, or (C) any law, rule, regulation, order, judgment, decree, writ, injunction or arbitral award to which that [the Class B Member] is subject, except in the case of clause (B) and clause (C) to the extent that such conflict, breach, default or violation would not reasonably be expected to have a material adverse effect on [the Class B Member’s] ability to perform its obligations under the Transaction Documents; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied.

Schedule 10

to Company LLC Agreement

Shared Facilities Plan

The Shared Facilities Plan will govern the relationships of the parties owning and utilizing the substation, operations and maintenance facility and generator lead line. It is anticipated that the following proposed documents will be executed on arms-length, commercially reasonable terms in order to formalize the foregoing, and shall include, without limitation, ownership structure, responsibilities and rights of the parties, use and cooperation, and liabilities.

Substation:

1.Project Company and Milford Wind Corridor Phase II, LLC, a Delaware limited liability company (“Milford II”) shall enter into a purchase and sale agreement for the sale to Milford II of an approximate 1/3 undivided interest in the substation , a facility shared with the Project;

2.Project Company and Milford II shall enter into a co-tenancy agreement with respect to their undivided interests in the substation governing, among other things, use, alienation and encumbrance rights with respect to the substation;

3.Project Company and Milford II shall enter into a shared facilities agreement with a cost sharing mechanism providing for cost sharing on a pro rata basis in relation to the respective ownership of the undivided interests in the substation, unless the sharing of such costs is included in the sharing mechanism as described in the following paragraph 4; and

4.Project Company, Milford II and First Wind O&M, LLC, a Delaware limited liability company (“First Wind O&M”) shall enter into an operations and maintenance agreement for the substation that will provide for cost sharing on a pro rata basis in relation to the respective ownership of the undivided interests in the substation.

Operations and Maintenance Facility (“O&M Facility”);

1.Project Company and Milford II shall enter into a shared facilities agreement with respect to their undivided interests in the O&M Facility with a cost sharing mechanism as described above;

2.Project Company shall grant a sublease or consent to the grant of easement rights to Milford II for the shared use of the access road to the O&M Facility;

3.Project Company shall sublease to Milford II or provide consent to the direct lease to Milford II of certain portions of the O&M Facility for Milford II operations, including, without limitation, the storage of parts and equipment; and

4.     Project Company, Milford II and First Wind O&M shall enter into an operations and maintenance agreement for the shared facilities with a cost sharing mechanism as described above.

a)The operations and maintenance agreement shall include a provision for an inventory control system that will keep track of all inventory for each phase of the Project, and facilitate the prevention of the use of inventory for one phase for work on subsequent phases.

Generator Lead Line:

1.Project Company shall enter into one or more purchase and sale agreements with Milford II, Milford Wind Corridor Phase III, LLC, a Delaware limited liability company (together with its successors, “Milford III”), Milford Wind Corridor Phase IV, LLC, a Delaware limited liability company (together with its successors, “Milford IV”), and Milford Wind Corridor Phase V, LLC, a Delaware limited liability company (together with its successors, “Milford V”) for the sale of undivided interests in the generator lead line which is a shared facility (or may otherwise cause the transfer of such interests to Milford III, Milford IV, Milford V, which may be by way of a distribution to the Class A Member), it being acknowledged that Milford I shall retain an undivided interest of capacity in the generator lead line in accordance with the terms of the PPA;

2.Project Company shall assign to Milford II, Milford III, Milford IV, and Milford V an undivided interest in (i) the Right-of-Way Grant/Temporary Use Permit Serial Number UTU-82973, dated effective as of April 13, 2009, by and between US BLM and the Project Company, recorded April 23, 2009, as Entry No. 00169395, in Book 501, at Page 893 of official records of Millard County, and recorded April 23, 2009, as Entry No. 239577, in Book 434, at Page 163 of official records of Beaver County; (ii) the private easements, which will be assigned by Milford I to Milford II and the subsequent phase project companies, pursuant to an omnibus assignment agreement to be executed; (iii) the Permanent Nonexclusive Easement Agreement, dated October 2008, by and between Intermountain Power Agency, a political subdivision of the State of Utah and the Project Company, recorded February 10, 2009, as Entry No. 00168678, in Book 498, at Page 329 of official records of Millard County; and (iv) all permits necessary to operate the generator lead line;

3.The Project Company, Milford II, Milford III, Milford IV, and Milford V shall enter into a co-tenancy agreement with respect to their undivided interests in the generator lead line facilities governing, among other things, use, alienation and encumbrance rights with respect to the generator lead line facilities; and

4.The Project Company, Milford II, Milford III, Milford IV, and Milford V shall enter into an operations and maintenance agreement with First Wind O&M or an affiliate of First Wind O&M for the generator lead line facilities with a cost sharing mechanism as described above.

Exhibit A

to Company LLC Agreement

Form of Certificate for Class A Membership Interest

THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE SECURITIES LAWS, AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER OR OTHER TRANSFER OF SUCH INTERESTS.

THIS CERTIFICATE EVIDENCES AN INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR THE PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND THE STATE OF NEW YORK.

No. [     ] Class A Membership Interests

MILFORD WIND PARTNERS, LLC
a Delaware Limited Liability Company
Certificate of Interest

This certifies that [                   ] is the owner of [                 ] Class A Membership Interests in Milford Wind Partners, LLC (the “Company”), which membership interests are subject to the terms of the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of [        ], 2009, as the same may be further amended from time to time in accordance with the terms thereof (the “Limited Liability Company Agreement”).

This Certificate of Interest may be transferred by the lawful holders hereof only in accordance with the provisions of the Limited Liability Company Agreement.

IN WITNESS WHEREOF, the said Company has caused this Certificate of Interest to be signed by its duly authorized officer this [          ] day of [          ], 2009.

By:
	Name:
	Title:

Exhibit A-1

[Reverse]

INSTRUMENT OF TRANSFER OF

MEMBERSHIP INTEREST IN

Milford Wind Partners, LLC

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto

(print or type name of assignee)

the membership interest evidenced by and within the Certificate of Interest herewith, and does hereby irrevocably constitute and appoint                        as attorney to transfer said interest on the books of Milford Wind Partners, LLC, with full power of substitution in the premises.

Dated as of:

By:
	Name:
	Title:

Exhibit A-2

Exhibit B

to Company LLC Agreement

Form of Certificate for Class B Membership Interest

THE INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE SECURITIES LAWS, AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER OR OTHER TRANSFER OF SUCH INTERESTS.

THIS CERTIFICATE EVIDENCES AN INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR THE PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND THE STATE OF NEW YORK.

No. [    ] Class B Membership Interests

MILFORD WIND PARTNERS, LLC
a Delaware Limited Liability Company
Certificate of Interest

This certifies that [] is the owner of [                           ] Class B Membership Interests in Milford Wind Partners, LLC (the “Company”), which membership interests are subject to the terms of the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of [      ], 2009, as the same may be further amended from time to time in accordance with the terms thereof (the “Limited Liability Company Agreement”).

This Certificate of Interest may be transferred by the lawful holders hereof only in accordance with the provisions of the Limited Liability Company Agreement.

IN WITNESS WHEREOF, the said Company has caused this Certificate of Interest to be signed by its duly authorized officer this [] day of [                   ], 2009.

By:
	Name:
	Title:

Exhibit B-1

[Reverse]

INSTRUMENT OF TRANSFER OF

MEMBERSHIP INTEREST IN

Milford Wind Partners, LLC

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto

(print or type name of assignee)

the membership interest evidenced by and within the Certificate of Interest herewith, and does hereby irrevocably constitute and appoint                        as attorney to transfer said interest on the books of Milford Wind Partners, LLC, with full power of substitution in the premises.

Dated as of:

By:
	Name:
	Title:

Exhibit B-2

Exhibit C

to Company LLC Agreement

Form of Working Capital Revolving Loan Note

PROMISSORY NOTE

[Working Capital Revolving Loan]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

$[                ] [Date]

FOR VALUE RECEIVED, [                           ], a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of [                      ], a [              ] limited liability company (the “Lender”), the principal sum of [         ] dollars $[ ], or so much thereof as may be advanced by or owing to the Lender (each such amount, a “Borrowing”) on a date that is 364 days after the date of this Note (the “Maturity Date”), unless sooner paid as provided herein.

The Borrower also promises to pay interest on the unpaid principal amounts from time to time outstanding hereunder, from the date of each Borrowing until all Borrowings hereunder have been paid in full. Each Borrowing shall bear interest at a rate per annum equal to the LIBOR (as defined below) rate in effect for such Borrowing plus [2.0] percent, calculated on the basis of a 360-day year, such interest to be payable monthly on the last business day of each month (each, a “Payment Date”), commencing, with respect to each Borrowing, on the last business day of the calendar month immediately following the date of such Borrowing. In addition, all accrued and unpaid interest thereon will be due and payable upon the day that all principal is due and payable (whether on the Maturity Date, by acceleration or otherwise). For purposes of this Note, “LIBOR” means

the rate per annum quoted on the British Bankers’ Association Website “Historic Libor Rates” page, for 1 month Libor as of 10 London business days before the date of each Borrowing as the rate per annum for deposits in U.S. dollars, or if no rate appears on British Bankers’ Association Website, the one-month London Interbank Offered Rate as published in the Wall Street Journal two London business days prior to the date of each Borrowing.

Payment of both principal and interest on this Note shall be made by wire transfer to the Lender at such bank instructions provided to the Borrower in lawful money of the United States of America in immediately available funds.

To request a Borrowing, Borrower shall notify Lender of such request 10 business days before the date of the proposed Borrowing.

The Borrower shall have the right to prepay any amount borrowed under this Note in whole or in part at any time, together with interest on the amount prepaid to the date of prepayment, without penalty or premium. Amounts borrowed under this note may be re-borrowed subject to the terms hereof.

The Lender shall, and is hereby irrevocably authorized by the Borrower to, endorse on Schedule A which forms a part of this Note (and on separate continuations of such Schedule), or otherwise to record on the Lender’s internal records, appropriate notations evidencing the amount of each Borrowing and each payment of principal or interest on any such Borrowing which is received by the Lender; provided, that failure by the Lender to make any such notations or any error therein shall not affect any of the Borrower’s obligations in respect of this Note.

Upon the occurrence of any of the following events, this Note shall become immediately due and payable in full, together with interest accrued thereon:

(i)the Borrower shall fail to make any payment hereunder when due and payable;

(ii)the Borrower shall become insolvent, or generally fail to pay, or admit in writing its inability to pay, its debts as they become due, or shall voluntarily commence any proceeding or file any petition under any bankruptcy, insolvency or similar federal, state or foreign law or seeking dissolution, liquidation or reorganization or the appointment of a receiver, trustee, custodian or liquidator for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall file any answer admitting the jurisdiction of the court and the material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt, or shall make a general assignment

C - - 2

for the benefit of creditors, or shall consent to, or acquiesce in the appointment of, a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business, or shall by any act or failure to act indicate its consent to or approval of any of the foregoing, or if any corporate action is taken by the Borrower for the purpose of effecting any of the foregoing; or

(iii)involuntary proceedings or an involuntary petition shall be commenced or filed against the Borrower under any bankruptcy, insolvency or similar federal, state or foreign law or seeking the dissolution, liquidation or reorganization of it or the appointment of a receiver, trustee, custodian or liquidator for it or of a substantial part of its property, assets or business, and such proceedings or petition shall not be dismissed within 60 days; or any writ, judgment, tax lien, warrant of attachment, execution or similar process shall be issued or levied against a substantial part of its property, assets or business, and such writ, judgment, lien, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded, within 60 days after commencement, filing or levy, as the case may be, or any order for relief shall be entered in any such proceeding; or any winding-up, dissolution, liquidation or reorganization of the Borrower.

The Borrower waives any and all right to assert any defense (except for the Borrower’s performance under the Note), set-off, counterclaim or crossclaim of any nature whatsoever with respect to this Note or the obligations of the Borrower hereunder in any action or proceeding brought by the Lender to collect this Note, or any portion hereof. The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

The Borrower promises to pay all costs and expenses of the Lender (including, without limitation, reasonable attorneys’ fees and disbursements) incurred in connection with (i) the enforcement of, or collection of any amounts due under, this Note or (ii) any waiver, extension, amendment or modification of this Note.

This Note shall be binding upon, and shall inure to the benefit of, the Borrower and the Lender and their respective successors and assigns; provided, however, that the Borrower shall not assign its rights or obligations hereunder without the prior written consent of the Lender. This Note may be freely assigned by the Lender without the consent of the Borrower.

This Note may only be modified, amended, or terminated (other than by payment in full) by an agreement in writing signed by the Borrower and the Lender. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the Lender.

C - - 3

ALL LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST THE BORROWER WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS NOTE THE BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, THE JURISDICTION OF THE AFORESAID COURTS. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY LEGAL ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL TO THE ADDRESS OF THE BORROWER SET FORTH BELOW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A HOLDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

IN WITNESS WHEREOF, the Borrower has executed this Note as of the day and year first above written.

[                                         ]
By:
	Name:
	Title:
	Address:

C - - 4

Schedule A

to Working Capital

Revolving Loan Note

REVOLVING LOANS AND REPAYMENTS

Date Amount of
Revolving
Loans Amount of
Principal of
Revolving Loans
Repaid Unpaid Principal
Balance of
Revolving Loans Notation Made
By

C - 5

Exhibit D

to Company LLC Agreement

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

MWCI HOLDINGS, LLC

This Amended and Restated Limited Liability Company Agreement (hereinafter referred to as the “Agreement”) is made as of this 31st day of August, 2009, by Milford Wind Corridor, LLC (hereinafter referred to as the “Member”), the sole Member of MWCI Holdings, LLC, a Delaware limited liability company to be formed (hereinafter referred to as “Company”).

PREAMBLE

A.Whereas, the Company was formed on April 9, 2009 and was heretofore governed by the Limited Liability Company Agreement of the Company, dated as of April 9, 2009 (the “Original LLC Agreement”);

B.Whereas, the Member wishes to amend and restate the Original LLC Agreement in its entirety; and

C.Whereas, by entering into this Agreement the Member desires to provide for (i) the purpose for which the Company was formed; (ii) the division of the Company’s net profits and net losses; (iii) the restrictions on the disposition of Company property and Company interests; (iv) the management of the Company’s business, (v) the duration of the Company’s existence; and (vi) various other matters relating to the Company.

ARTICLE I

FORMATION AND PURPOSE

1.1Governing Law and Government Filings. The Company was formed in accordance with and shall be governed by the Delaware Limited Liability Company Act, (as the same may be amended from time to time, the “Act”); except to the extent that the Act permits variation by agreement of the parties and this Agreement provides such variations. The Member shall take such action as is necessary or appropriate from time to time to comply with the requirements for the formation and operation of a limited liability company in the State of Delaware and in all other jurisdictions where the Company conducts its business.

1.2Name. The name of the Company shall be MWCI Holdings, LLC.

1.3Purpose of the Company. MWCI’s purpose and business is limited to (a) owning the Milford Wind Corridor Phase I, LLC, a Delaware limited liability company (the “Project Company”) for the purpose of developing, constructing, owning and operating the (i) approximately 203.5 MW wind power generation plant located in Beaver County, Utah to be comprised of approximately thirty-nine (39) 1.5 MW and fifty-eight (58) 2.5 MW wind turbine generators, foundations and towers, together with associated collection lines, an operations and maintenance building and ancillary facilities; (ii) substation related thereto; and (iii) approximately 88-mile long 345kV generator lead line located in Beaver and Millard

Counties, Utah (collectively, the “Project”), and (c) engaging in any other activity directly or indirectly related or incidental to the foregoing.

1.4Registered Office: Registered Agent. The name of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company. The address of the registered agent of the Company and the address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, Delaware 19801. The Company may change the registered office and registered agent as Member may from time to time deem necessary or advisable.

1.5Principal Place of Business. The Company’s principal place of business shall be c/o First Wind Energy, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459, or at such other place as the Member may select from time to time.

1.6Expenses of Formation. The Company shall bear the expenses incident to its formation. Each Member shall bear its own personal expenses, if any, incurred in connection with its decision to enter into this Agreement.

ARTICLE II

TERM

2.1Term. The term of the Company commenced on April 9, 2009 and shall be perpetual.

ARTICLE III

CAPITAL CONTRIBUTIONS AND COMPANY INTERESTS

3.1Company Capital. The capital of the Company shall be the aggregate sum of the capital contributions made by the Member to the Company in the manner provided for in this Agreement. The Member shall own a share of the total capital of the Company in proportion to that Member’s Company Interest.

3.2Initial Capital Contribution. The initial capital contribution of the Member to the Company shall be as follows:

Name of Member	Amount of Contribution
Milford Wind Corridor, LLC	$	100.00
TOTAL:	$	100.00

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3.3Payment of Contributions. The Member’s capital contribution shall be made by delivering it to the Company within the thirty (30) day period immediately following the execution of this Agreement.

3.4Company Interest. For purposes of this Agreement, the term “Company Interest” shall mean the Member’s share of the Company’s net profits and net losses, the right to receive distributions of Company property and the rights, powers and liabilities of a Member as defined and described in the Act and this Agreement. The nature of a Company Interest shall be personal property for all purposes.

3.5The Member’s initial Company Interest shall be equal to the number of Units set forth below:

Name of Member	No. of Units
Milford Wind Corridor, LLC	500
TOTAL:	500

The Member’s Company Interest at any given time shall be calculated on the basis of the number of Units owned by that Member to the total number of Units owned by all of the Members.

3.6Form of Contributions. Unless specified otherwise in this Agreement or agreed by the Member, all capital contributions made to the Company shall be made in the form of cash denominated in US dollars or cash equivalents.

(a)Loans from Members. The Member may loan money to the Company for any purpose permitted under this Agreement (hereinafter a “Member Loan”). Loans from the Member to the Company shall be made on reasonable commercial terms.

3.7Additional Capital Contributions. If at any time the Member determines that the Company has insufficient funds to carry out the purposes of the Company, the Member may make additional capital contributions, but shall not be required to make any further or additional capital contributions to the Company, except as required by the Act.

3.8Withdrawal of Capital Contributions. Member shall not have the right to withdraw or reduce its capital contributions to the Company. Member shall not have the right to demand and receive any distribution from the Company in any form other than cash Member shall not be entitled to receive any interest on its capital contributions to the Company.

3.9Use of Contributions. The aggregate of all capital contributions made by the Member to the Company shall be available to the Company to carry out the purposes of the Company.

3

3.10Ownership of Property. All Company property, whether real or personal, tangible or intangible, shall be owned by the Company. Member shall not have any Interest in any specific Company property.

3.11Composition of Capital Accounts. The Company shall establish and maintain a separate capital account for Member in accordance with applicable federal tax laws. The Member’s capital account shall be determined and maintained as follows:

(a)Contributions, Income and Gains. Member’s capital account shall be increased by: (1) the amount of money contributed by Member; (2) the fair market value at the time of contribution of all property other than money contributed by Member, if any, reduced by any liabilities secured by that property which are assumed or taken subject to by the Company; and (3) Member’s share of Company income and gains, including income and gains which are exempt from or not recognized for federal income tax purposes, as computed for book purposes; and

(b)Distributions, Deductions and Losses. Member’s capital account shall be decreased by: (1) the amount of money distributed to Member; (2) the fair market value at the time of distribution of all property other than money distributed to Member, if any, reduced by any liabilities secured by that property which are assumed or taken subject to by Member; and (3) Member’s share of Company losses and deductions, including Company expenditures which are not deductible or capitalizable for federal income tax purposes, as computed for book purposes.

3.12Transferee’s Capital Account. In the event of a permitted transfer of a Company Interest as provided in this Agreement, the capital account of the transferor shall become the capital account of the transferee to the extent ii relates to the transferred Company Interest.

3.13Compliance with Applicable Federal Tax Laws. The manner in which the capital account of Member is to be maintained pursuant to this Article III of this Agreement is intended to comply with the requirements of all applicable federal tax laws. If in the opinion of Member the manner in which capital accounts are to be maintained pursuant to this Article Ill of this Agreement should be modified in order to comply with the applicable federal tax laws, then notwithstanding anything contained in this Agreement to the contrary, Member shall alter the method in which the capital accounts are maintained and amend this Agreement to reflect any such change in the manner in which capital accounts are maintained.

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

4.1Allocation of Company Items. All items of income, gain, loss, deduction or credit of the Company shall be allocated to Member in proportion to its Company Interests; provided, however, that for federal income tax purposes such items of income, gain, loss and deduction or credit with respect to property contributed by Member to the Company shall be allocated to Member so as to take account of the variation between the federal income tax basis

4

of the property to the Company and its fair market value at the time of its contribution to the Company in accordance with applicable federal tax laws.

4.2Reallocation on Transfer. In the event that Member’s interest is transferred in accordance with the provisions of this Agreement, the allocations provided in this Article IV of this Agreement shall be further reallocated between the transferor and the transferee in the same ratio as the number of days each of them owned the Company Interest during the fiscal year of the Company for which the allocation is being made, unless the books of the Company permit the allocation of items of income and expense to the periods of time before and after the transfer, in which case the latter allocation shall be made.

4.3Distribution of Net Cash. Following the end of each fiscal year of the Company and the adjustment of Member’s capital accounts for that fiscal year, the Company may distribute the Net Cash of the Company to Member. Distributions of Net Cash shall be made among Member in proportion to Its Company Interests. The term “Net Cash” shall mean cash flow available after normal operating expenses, debt service, and any reasonable reserves set aside for future liabilities as determined by Member.

4.4Draws. At the beginning of each fiscal year, a periodic draw in anticipation of the distribution of Net Cash to Member for that fiscal year may be established. Any amounts so withdrawn during the fiscal year shall be credited against any Net Cash distributable to Member at the end of that fiscal year. To the extent such withdrawals exceed Member’s Net Cash distribution for the same fiscal year, the excess shall be a liability of Member to the Company payable upon demand but without interest. A periodic drawing right once determined may be terminated at any time during the course of the Company’s fiscal year if it appears unlikely that the Net Cash distributable to Member for that fiscal year shall equal or exceed Member’s withdrawals.

ARTICLE V

COMPETITION AND CONFIDENTIALITY

5.1Member may engage in any other business, whether or not the same or similar to the business of the Company, and whether or not such other business is competitive with the Company. The Company shall have norights in the income or profits of that business.

ARTICLE VI

TAX, FINANCIAL AND ACCOUNTING MATTERS; SEPARATENESS COVENANTS

6.1Fiscal Year and Accounting Method. The fiscal year of the Company for both accounting and income tax purposes shall be the calendar year, and for both accounting and income tax purposes the Company shall report its operations and profits and losses in accordance with the accrual method of accounting, unless a different method of accounting is required by applicable federal tax laws.

5

6.2Annual Tax Return and Financial Statements. The accountant for the Company shall prepare all required tax returns for the Company as of the end of each fiscal year, including the balance sheet and statement of income and expenses relating to such fiscal year, and a statement of Member’s distributive share of the items of income, gain, loss, deduction and credit of the Company for tax purposes for such fiscal year. The Company shall furnish Member with a copy of each such tax return and statement on or before the date the Company files its tax returns for such fiscal year.

6.3Tax and Accounting Matters. All elections with respect to the preparation and filing of the Company tax returns, the reporting of items of Company income, gain, loss, deduction and credit, and all other elections which the Company or Member are entitled to make with respect to Company matters, shall be made only by the Company. Member shall be the Tax Matters Member for the Company for income tax purposes. All decisions as to accounting matters shall be made in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Member is still required to make all Member specific elections, as appropriate.

6.4Books and Records. The Company shall maintain a full and accurate set of books and records at its principal place of business. Member and its duly authorized representatives shall have access to and may inspect and copy any such books and records at all reasonable times.

6.5Bank Account. The Company shall, if Member so determines, open and maintain a bank account or bank accounts in the name of the Company at such bank or banks as Member may determine from time to time. All funds of the Company not otherwise invested shall be deposited in and withdrawn from such bank account(s) as Member may determine. Any withdrawals from such bank account(s) shall require such signature or signatures as Member may from time to time determine.

6.6Separateness Covenants. The Company represents and covenants that it:

(a)shall not commingle assets with those of any other entity and shall hold its assets in its own name;

(b)shall conduct its own business in its own name;

(c)shall maintain bank accounts (if any), books, records and financial statements in accordance with generally accepted accounting principles and separate from any other person or entity;

(d)shall observe all Company formalities;

(e)shall pay its own liabilities out of its own funds (which may include payments made or capital contributed by the Member pursuant to Article III);

(f)shall maintain adequate capital in light of its contemplated business operations;

6

(g)shall use separate stationery, invoices and checks;

(h)shall maintain an arm’s-length relationship with its affiliates;

(i)shall pay the salaries of its own employees, if any;

(j)shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, other than the Project Company;

(k)shall not make any loans to any other person or entity, other than the Project Company;

(1)shall allocate fairly and reasonably any overhead for shared office space;

(m)shall not pledge its assets for the benefit of any other entity, other than the Project Company or the Project;

(n)shall hold itself out as a separate entity, with the exception that Company shall not be considered as a separate entity from the Project Company or the Member for federal, state, and local income tax purposes, and not fail to correct any known misunderstanding regarding its separate identity;

(o)has not formed, acquired or held and shall not form, acquire or hold any subsidiary, except for the Project Company;

(p)does not have, shall not have and at no time had any assets other than its membership interests in the Project Company and personal property necessary or incidental to its ownership of such membership interests;

(q)has not engaged in, sought, consented or permitted to and shall not engage in, seek, consent to or permit any dissolution, winding up, liquidation, consolidation or merger or any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except in each case as permitted by this Company LLC Agreement;

(r)shall not incur any additional debt or contingent liabilities except in the ordinary course of business; and

(s)shall not consent to or permit any amendment of this Agreement or its formation documents or other organizational documents with respect to the matters set forth in this Section 6.6.

Further, the Company shall at all times observe the single purpose entity and separateness covenants set forth in this Agreement.

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ARTICLE VII

MANAGEMENT AND MEMBERS.

7.1Powers of the Member. Member shall have all of the powers of the Company and may exercise all of the rights and powers of a member under the Act. Member shall have full, exclusive and complete discretion in the management of the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to do or cause to be done any and all acts deemed by member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company.

7.2Meetings.

(a)Annual and Special Meetings. The annual and special meetings of the Member for the transaction of such business as may properly come before the meeting shall be held at such place, time and date as shall be designated by the Member from time to time.

(b)Actions Without a Meeting. Notwithstanding any provision contained in this Article VII, all actions of the Member provided for herein may be taken by written consent without a meeting. Any such action which may be taken by the Member without a meeting shall be effective only if the consent is in writing, sets forth the action so taken, and is signed by the Member.

7.3Management Authority of Members and Officers. Member shall have the full and exclusive responsibility for the management of the Company, the operation of the business of the Company, and the performance of the duties described in this Article VII of this Agreement. Member has delegated its power and authority to the following President, Secretary and/or Treasurer as officers of the Company, all of whom could be the same person and who could, but need not, be a Member of the Company and will have the power and authority provided herein, unless otherwise specified by Member:

President:	Paul Gaynor
Secretary:	Evelyn Lim
Treasurer:	Michael Metzner
Assistant Treasurer:	Robert S. Schauer

(a)President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Members, shall have general and active management of the business of the Company, and shall execute bonds, mortgages, loans, leases and contracts for the Company, and is authorized to open and sign bank accounts and to authorize other officers or persons to open and sign such accounts. The approval of the form and substance of such documents by the Company and the Members shall be conclusively evidenced by the execution thereof by the President.

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(b)Secretary. The Secretary shall record all the proceedings of the meetings of the Members and notice of all meetings of the Members, and shall perform such other duties as may be prescribed by the President. The Secretary is authorized to execute contracts on behalf of the Company. The approval of the form and substance of such documents by the Company and the Members shall be conclusively evidenced by the execution thereof by the Secretary.

(c)Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the President. The Treasurer shall disburse the funds of the Company as may be ordered by the President taking proper vouchers for such disbursements, and shall render to the President an account of all his transactions as Treasurer and of the financial condition of the Company. The Treasurer is authorized to execute contracts on behalf of the Company in furtherance of his rights and responsibilities contained herein.

(d)Assistant Treasurer. The Assistant Treasurer shall act under the direction and guidance of the Treasurer.

The foregoing officers shall serve until their respective successors are chosen by Member or Member removes one or more of the officers so that Member may resume exercising the power and authority previously delegated to such officer or officers.

7.4Duties of Loyalty and Care of Member. Member shall devote such time to the operations of the Company as it, in its sole discretion, deems to be reasonably required to conduct the Company business and to operate and manage the Company property in an efficient manner. Member shall use its best efforts to manage the business and affairs of the Company. The doing of any act or failure to do any act which may result in a loss to the Company, if done in good faith and in a manner reasonably believed to be in the best interest of the Company, shall not subject Member to any liability to the Company.

7.5Compensation for Member. Member may be entitled to compensation for personal services rendered by it on behalf of the Company in its capacity as Member. For purposes of this Section 7.5, reimbursement for out-of-pocket expenses shall not be construed as “compensation”. Member shall be fully reimbursed by the Company for all out-of-pocket expenses incurred by them on behalf of the Company.

7.6Indemnification of Member. To the fullest extent permitted by applicable law, Member, any affiliate Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of Member, or their respective affiliates, or any officer, employee or agent of the Company or its affiliates (any such person, a “Covered Person”) shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by

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such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.6 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 7.6.

7.7Personal Liability of Member. Member shall not have any personal liability for the liabilities or obligations of the Company, except to the extent of the capital contributions made or required to be made by Member to the Company in accordance with the terms of this Agreement.

ARTICLE VIII

ADMISSION AND RESIGNATION OF MEMBER

8.1Initial Members. All persons having executed this Agreement as Members shall be admitted as Members without any further act on the part of the Company or the other Members.

8.2Sole Member. The Company shall at all times be and remain a single member limited liability company, and it shall not have more than one Member at any time; nor shall the Member be entitled to divide or subdivide the Company interest in any manner whatsoever.

8.3Preconditions to Admission. In no event shall a member be admitted as a Member of the Company, unless and until:

(a)such person agrees to execute this Agreement, as then amended, and such other instruments as may be required by the Act or which Member deems necessary or appropriate to confirm and record such person’s undertaking to be bound by the terms of this Agreement; and

(b)such person agrees to pay all the reasonable expenses, including attorney’s fees, incurred by the Company in connection with the transfer, if any, and the admission of such person as a Member.

8.4Assignee of a Member. If a person acquiring a Company Interest is not admitted as a Member of the Company as provided in this Article VIII of this Agreement, then such person’s interest in the Company shall be solely that of a rightful assignee of a Member as provided in the Act.

8.5Resignation of Members. Member shall not resign from the Company prior to the dissolution and winding up of the Company.

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ARTICLE IX

TRANSFER OF COMPANY INTERESTS

9.1Transfers Restricted. Member shall not transfer all or any part of its Company Interest except pursuant to an assignment by way of security or to a successor Member in accordance with Article VIII of this Agreement.

ARTICLE X

DISSOLUTION

10.1Waiver. Member waives and, to the extent that Member cannot waive, agrees not to exercise any right under the Act or any other law to dissolve the Company, except as provided in this Agreement.

10.2Events Causing Dissolution. The Company shall be dissolved upon the occurrence of the earliest of the following events:

(a)by the written consent of Member;

(b)upon the occurrence of any other event causing a dissolution under the Act or this Agreement.

10.3Winding Up. Upon the dissolution of the Company, Member or, if none, the personal representative of Member, shall conclude the business of the Company, wind up its affairs, distribute its assets in liquidation, and file all certificates or notices required by the Act to evidence such dissolution, liquidation and termination. Except as otherwise expressly provided for in the Act, all decisions pertaining to the dissolution of the Company shall be made in the same manner as decisions made in the ordinary course of the Company’s business.

10.4Final Accounting; Deficit Capital Accounts. Upon the dissolution of the Company, a final accounting shall be made of the capital account of Member, adjusted up or down to reflect Member’s proportionate share of the Company’s net profit or net loss from the time of the last previous accounting to the date of the dissolution. In the event Member has a deficit balance inits capital account at the time of the dissolution of the Company, Member shall be required to contribute sufficient capital to the Company within thirty (30) days of the date of the dissolution of the Company to eliminate the deficit balance inits capital account.

10.5Priority of Distributions. Distributions in liquidation of the Company shall be made in the following order:

(a)First, those owing to creditors of the Company, including to Member if it is a creditor of the Company;

(b)Second, those owing to Member other than for capital and profits;

(c)Third, those owing to Member in respect of capital; and

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(d)Fourth, those owing to Member in respect of profits.

10.6Payment of Claims. Upon the dissolution of the Company, the Company shall pay or make reasonable provisions to pay all claims and obligations of the Company, including all contingent, conditional or unmatured claims and obligations, known to the Company and all claims and obligations which are known to the Company, but for which the identity of the claimant is unknown. If the Company has sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full, If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of the assets available therefore. Any remaining Company assets shall be distributed as provided in Section 10.5 of this Agreement.

ARTICLE XI

GENERAL PROVISIONS

11.1Notices. All notices, claims, instructions, requests, demands, consents, or other communications which are required or permitted under this Agreement shall be in writing and shall be deemed to have been properly given if and when sent by first class United States mail, registered or certified, postage prepaid, return receipt requested, addressed as follows:

If to the Company to:

MWCI Holdings, LLC

c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

or to such other address as the person to whom notice is to be given may give notice in the manner set forth above.

11.2Enforceability. The parties agree that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provisions of this Agreement shall be adjudicated to be invalid, illegal or unenforceable, such provision of this Agreement shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid, illegal or unenforceable, such deletion to apply only with respect to the operation of such provision of this Agreement in the particular jurisdiction in which such adjudication is made.

11.3Descriptive Headings. The descriptive headings of the Sections of this Agreement are inserted for convenience of reference only and shall not control or affect in any way the meaning, construction, or interpretation of this Agreement.

11.4Governing Law. This Agreement has been executed in the State of Delaware and shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of Delaware in all respects.

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11.5Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

11.6Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings among the parties hereto with respect thereto, including the Original LLC Agreement. No representation, condition or understanding not expressed herein shall be binding upon the parties, unless subsequent to the date hereto and signed by all of the parties hereto. This Agreement may not be amended or modified except by a written instrument signed by a majority in interest of the Members.

11.7Waiver of Breach. The waiver by any party hereto of a breach of any provision of this Agreement by another party hereto must be in writing and shall not operate or be construed as a waiver of any subsequent breach by such other party.

11.8Authorship. No questions of interpretation or construction concerning this Agreement shall be construed or interpreted for or against any party based on the consideration of authorship.

11.9Time of the Essence. Time is of the essence of this Agreement.

11.10Gender. When used in this Agreement, singular terms include the plural as appropriate in the context, and masculine terms include the feminine and are gender neutral as appropriate in this context.

11.11Agreement in Counterparts. This Agreement may be executed in several counterparts and withstanding that all the parties are not signatory to the original or the same counterpart.

11.12Tax Status. The parties to this Agreement intend that the Company shall be classified as a partnership for federal, and to the extent applicable, state and local, income tax purposes, and the parties agree that the provisions of this Agreement shall be construed and applied in a manner that will not impair the qualification of the Company as such form of entity under the applicable provisions of the Internal Revenue Code, or to the extent applicable, the laws of any state or local tax authorities.

IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this Agreement effective as of the 31st day of August, 2009

[remainder of page intentionally left blank]

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MEMBER:

/s/ Evelyn Lim

Milford Wind Corridor, LLC

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Exhibit E

to Company LLC Agreement

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Milford Wind Corridor Phase I, LLC

This Second Amended and Restated Limited Liability Company Agreement (hereinafter referred to as the “Agreement”) of Milford Wind Corridor Phase I, LLC, a Delaware limited liability company (hereinafter referred to as “Company”), is made as of this 22 day of April, 2009 (the “Effective Date”), by Milford Wind Corridor, LLC (hereinafter referred to as the “Member”), as the sole equity Member, and Victor A. Duva, as the Special Member (as defined herein), or such other Persons (as defined herein) who become signatories to this Agreement from time to time in accordance with this Agreement.

PREAMBLE

A.Whereas, Member and Company previously entered into that certain Amended and Restated Limited Liability Company Agreement of Milford Wind Corridor Phase I, LLC dated on or about the 2nd day of April, 2007 (as amended, modified and supplemented from time to time the “LLC Agreement”);

B.Whereas, on or about the date hereof, the Company is contemplating entering into a Credit Agreement (the “Credit Agreement”) among the Company, The Royal Bank of Scotland plc, as administrative agent, collateral agent, letter of credit issuer, and a lender, and the financial institutions from time to time party thereto (the “Lenders”);

C.Whereas, as a condition to closing under the Credit Agreement, the Lenders have required that the Member amend and restate the LLC Agreement as set forth herein;

D.Whereas, the Member and Special Member now wish to amend and restate the LLC Agreement in entirety; and

E.Whereas, by entering into this Agreement the Member desires to provide for (i) the purpose for which the Company is formed; (ii) the division of the Company’s net profits and net losses; (iii) the restrictions on the disposition of Company property and Company Interests; (iv) the management of the Company’s business, (v) the duration of the Company’s existence; and (vi) various other matters relating to the Company.

ARTICLE I

FORMATION AND PURPOSE

1.1Governing Law and Government Filings. The Company was formed in accordance with and shall be governed by the Delaware Limited Liability Company Act, (as the same may be amended from time to time, the “Act”), except to the extent that the

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Act permits variation by agreement of the parties and this Agreement provides for such variations. The Member shall execute such documents and take such action as is necessary or appropriate from time to time to comply with the requirements for the formation and operation of a limited liability company in the State of Delaware and in all other jurisdictions where the Company conducts its business.

1.2Name. The name of the Company shall be Milford Wind Corridor Phase I, LLC.

1.3Purpose of the Company. The purpose and business of the Company shall be limited to developing, constructing, owning and operating a wind farm in the State of Utah and engaging in any other activity directly or indirectly related or incidental to the foregoing.

1.4Registered Office; Registered Agent. The name of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company. The address of the registered agent of the Company and the address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, Delaware 19801. The Company may change the registered office and registered agent as Member may from time to time deem necessary or advisable

1.5Principal Place of Business. The Company’s principal place of business shall be c/o First Wind Energy, LLC, 85 Wells Avenue, Suite 305, Newton, MA 02459, or at such other place as the Member may select from time to time.

1.6Expenses of Formation. The Company shall bear the expenses incident to its formation. Each Member shall bear its own personal expenses, if any, incurred in connection with its decision to enter into this Agreement.

ARTICLE II

TERM

2.1Term. The term of the Company commenced on November 1, 2006, the date the Company’s certificate of formation was first filed with the Office of the Secretary of State of the State of Delaware, and shall be perpetual.

ARTICLE III

CAPITAL CONTRIBUTIONS AND COMPANY INTERESTS

3.1Company Capital. The capital of the Company shall be the aggregate sum of the capital contributions made by the Member to the Company in the manner provided for in this Agreement. The Member shall own a share of the total capital of the Company in proportion to that Member’s Company interest. In accordance with Section 7.2, the Special Member shall not be required to make any capital contributions to the Company.

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3.2Initial Capital Contribution. The initial capital contribution of the Member to the Company shall be as follows:

Name of Member	Amount of Contribution
Milford Wind Corridor, LLC	$	100.00
TOTAL:	$	100.00

3.3Payment of Contributions. The Member’s capital contribution shall be made by delivering it to the Company within the thirty (30) day period immediately following the execution of this Agreement.

3.4Company Interest. For purposes of this Agreement, the term “Company Interest” shall mean the Member’s share of the Company’s net profits and net losses, the right to receive distributions of Company property and the rights, powers and liabilities of a Member as defined and described in the Act and this Agreement. The nature of a Company Interest shall be personal property for all purposes.

3.5The Member’s initial Company Interest shall be equal to the number of units (“Units”) set forth below:

Name of Member	No. of Units
Milford Wind Corridor, LLC	500
TOTAL:	500

The Member’s Company Interest at any given time shall be calculated on the basis of the number of Units owned by that Member to the total number of Units owned by all of the Members.

3.6Form of Contributions. Unless specified otherwise in this Agreement or agreed by the Member, all capital contributions made to the Company shall be made in the form of cash denominated in US dollars or cash equivalents.

(a)Loans from Members. The Member may loan money to the Company for any purpose permitted under this Agreement (hereinafter a “Member Loan”). Loans from the Member to the Company shall be made on reasonable commercial terms.

3.7Additional Capital Contributions. If at any time the Member determines that the Company has insufficient funds to carry out the purposes of the Company, the Member may make additional capital contributions, but shall not be required to make any further or additional capital contributions to the Company, except as required by the Act.

3.8Withdrawal of Capital Contributions. Member shall not have the right to withdraw or reduce its capital contributions to the Company. Member shall not have the

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right to demand and receive any distribution from the Company in any form other than cash. Member shall not be entitled to receive any interest on its capital contributions to the Company.

3.9Use of Contributions. The aggregate of all capital contributions made by the Member to the Company shall be available to the Company to carry out the purposes of the Company.

3.10Ownership of Property. All Company property, whether real or personal, tangible or intangible, shall be owned by the Company. Member shall not have any interest in any specific Company property.

3.11Composition of Capital Accounts. The Company shall establish and maintain a separate capital account for Member in accordance with applicable federal tax laws. The Member’s capital account shall be determined and maintained as follows:

(a)Contributions, Income and Gains. Member’s capital account shall be increased by: (1) the amount of money contributed by Member; (2) the fair market value at the time of contribution of all property other than money contributed by Member, if any, reduced by any liabilities secured by that property which are assumed or taken subject to by the Company; and (3) Member’s share of Company income and gains, including income and gains which are exempt from or not recognized for federal income tax purposes, as computed for book purposes; and

(b)Distributions, Deductions and Losses. Member’s capital account shall be decreased by: (1) the amount of money distributed to Member; (2) the fair market value at the time of distribution of all property other than money distributed to Member, if any, reduced by any liabilities secured by that property which are assumed or taken subject to by Member; and (3) Member’s share of Company losses and deductions, including Company expenditures which are not deductible or capitalizable for federal income tax purposes, as computed for book purposes.

3.12Transferee’s Capital Account. In the event of a permitted transfer of a Company Interest as provided in this Agreement, the capital account of the transferor shall become the capital account of the transferee to the extent it relates to the transferred Company Interest.

3.13Compliance with Applicable Federal Tax Laws. The manner in which the capital account of Member is to be maintained pursuant to this Article III of this Agreement is intended to comply with the requirements of all applicable federal tax laws. If in the opinion of Member the manner in which capital accounts are to be maintained pursuant to this Article 111 of this Agreement should be modified in order to comply with the applicable federal tax laws, then notwithstanding anything contained in this Agreement to the contrary, Member shall alter the method in which the capital accounts are maintained and amend this Agreement to reflect any such change in the manner in which capital accounts are maintained.

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ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

4.1Allocation of Company Items. All items of income, gain, loss, deduction or credit of the Company shall be allocated to Member in proportion to its Company Interests; provided, however, that for federal income tax purposes such items of income, gain, loss and deduction or credit with respect to property contributed by Member to the Company shall be allocated to Member so as to take account of the variation between the federal income tax basis of the property to the Company and its fair market value at the time of its contribution to the Company in accordance with applicable federal tax laws.

4.2Reallocation on Transfer. In the event that Member’s interest is transferred in accordance with the provisions of this Agreement, the allocations provided in this Article IV of this Agreement shall be further reallocated between the transferor and the transferee in the same ratio as the number of days each of them owned the Company Interest during the fiscal year of the Company for which the allocation is being made, unless the books of the Company permit the allocation of items of income and expense to the periods of time before and after the transfer, in which case the latter allocation shall be made.

4.3Distribution of Net Cash. Following the end of each fiscal year of the Company and the adjustment of Member’s capital accounts for that fiscal year, the Company may distribute the Net Cash of the Company to Member. Distributions of Net Cash shall be made among Member in proportion to its Company Interests. The term “Net Cash” shall mean cash flow available after normal operating expenses, debt service, and any reasonable reserves set aside for future liabilities as determined by Member.

4.4Draws. At the beginning of each fiscal year, a periodic draw in anticipation of the distribution of Net Cash to Member for that fiscal year may be established. Any amounts so withdrawn during the fiscal year shall be credited against any Net Cash distributable to Member at the end of that fiscal year. To the extent such withdrawals exceed Member’s Net Cash distribution for the same fiscal year, the excess shall be a liability of Member to the Company payable upon demand but without interest. A periodic drawing right once determined may be terminated at any time during the course of the Company’s fiscal year if it appears unlikely that the Net Cash distributable to Member for that fiscal year shall equal or exceed Member’s withdrawals.

ARTICLE V

COMPETITION AND CONFIDENTIALITY

5.1Member and Special Member may engage in any other business, whether or not the same or similar to the business of the Company, and whether or not such other business is competitive with the Company. The Company shall have no rights in the income or profits of that business.

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ARTICLE VI

TAX, FINANCIAL AND ACCOUNTING MATTERS; SEPARATENESS

COVENANTS

6.1Fiscal Year and Accounting Method. The fiscal year of the Company for both accounting and income tax purposes shall be the calendar year, and for both accounting and income tax purposes the Company shall report its operations and profits and losses in accordance with the accrual method of accounting, unless a different method of accounting is required by applicable federal tax laws.

6.2Annual Tax Return and Financial Statements. The accountant for the Company shall prepare all required tax returns for the Company as of the end of each fiscal year, including the balance sheet and statement of income and expenses relating to such fiscal year, and a statement of Member’s distributive share of the items of income, gain, loss, deduction and credit of the Company for tax purposes for such fiscal year. The Company shall furnish Member with a copy of each such tax return and statement on or before the date the Company files its tax returns for such fiscal year.

6.3Tax and Accounting Matters. All elections with respect to the preparation and filing of the Company tax returns, the reporting of items of Company income, gain, loss, deduction and credit, and all other elections which the Company or Member are entitled to make with respect to Company matters, shall be made only by the Company. Member shall be the Tax Matters Member for the Company for income tax purposes. All decisions as to accounting matters shall be made in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Member is still required to make all Member specific elections, as appropriate.

6.4Books and Records. The Company shall maintain a full and accurate set of books and records at its principal place of business. Member and its duly authorized representative shall have access to and may inspect and copy any such books and records at all reasonable times.

6.5Bank Account. The Company shall open and maintain a bank account or bank accounts in the name of the Company at such bank or banks as Member may determine from time to time. All funds of the Company not otherwise invested shall be deposited in and withdrawn from such bank account(s) as Member may determine. Any withdrawals from such bank account(s) shall require such signature or signatures as Member may from time to time determine.

6.6Separateness Covenants. The Company covenants that it:

(a)shall not commingle assets with those of any other entity (except as permitted in Section 6.4(f) of the Credit Agreement);

(b)shall hold its assets in its own name;

(c)shall conduct its own business in its own name:

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(d)shall maintain bank accounts, books, records and financial statements in accordance with generally accepted accounting principles and separate from any other individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority (“Person”);

(e)shall observe all Company formalities;

(f)shall not allow any other Person to pay its liabilities (except payments made by or from capital contributed by Member pursuant to Article III or the letters of credit required under any Project Document (as defined in the Credit Agreement) which, as of the Closing Date (as defined in the Credit Agreement), is provided by First Wind Holdings, LLC or any affiliate thereof;

(g)shall maintain adequate capital in light of its contemplated business operations;

(h)shall use separate stationery, invoices and checks;

(i)shall maintain an arm’s-length relationship with its affiliates;

(j)shall pay the salaries of its own employees, if any;

(k)shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others;

(l)shall not make any loans to any other Person;

(m)shall allocate fairly and reasonably any overhead for shared office space;

(n)shall not pledge its assets for the benefit of any other entity; and

(o)shall hold itself out as a separate entity, with the exception that Company shall not be considered as a separate entity from First Wind Holdings, LLC or Member for federal, state, and local income tax purposes, and not fail to correct any known misunderstanding regarding its separate identity.

Further, the Company shall at all times observe the single purpose entity and separateness covenants set forth in this Agreement.

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ARTICLE VII

MANAGEMENT AND MEMBERS

7.1Powers of the Member. Member shall have all of the powers of the Company and may exercise all of the rights and powers of a member under the Act. Member shall have full, exclusive and complete discretion in the management of the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to do or cause to be done any and all acts deemed by member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company.

7.2Special Member.

(a)“Special Member” means, upon such Person’s admission to the Company as a member of the Company pursuant to this Section 7.2, Victor A. Duva (or such other Person as designated by the Member and bound by this Agreement), in such Person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

(b)Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 8.3 and 9.1, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Article VIII), Victor A. Duva (or such other Person as designated by the Member and bound by this Agreement) shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. The Special Member may not resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the Person that had been the last remaining Member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, the Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. The Special Member may not bind the Company. Except as required by any mandatory provision of the Act, the Special Member shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member pursuant to this Section 7.2, Victor A. Duva (or such other Person as designated by the Member and bound by this Agreement) shall execute a counterpart to this Agreement. Prior to his admission to the Company as Special

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Member, Victor A. Duva (or such other Person as designated by the Member and bound by this Agreement) shall not be a member of the Company. The Member shall at all times designate at least one Person who shall agree to be admitted as the Special Member, to be bound by this Agreement and to comply with this Section 7.2.

7.3Meetings.

(a)Annual and Special Meetings. The annual and special meetings of the Member for the transaction of such business as may properly come before the meeting shall be held at such place, time and date as shall be designated by the Member from time to time.

(b)Actions Without a Meeting. Notwithstanding any provision contained in this Article VII, all actions of the Member provided for herein may be taken by written consent without a meeting. Any such action which may be taken by the Member without a meeting shall be effective only if the consent is in writing, sets forth the action so taken, and is signed by the Member.

7.4Management Authority of Members and Officers. Member shall have the full and exclusive responsibility for the management of the Company, the operation of the business of the Company, and the performance of the duties described in this Article VII of this Agreement. Member has delegated its power and authority to the following President, Secretary and/or Treasurer as officers of the Company, all of whom could be the same person and who could, but need not, be a Member of the Company and will have the power and authority provided herein, unless otherwise specified by Member:

President:	Paul Gaynor
Secretary:	Evelyn Lim
Treasurer:	Michael Metzner
Assistant Treasurer:	Timothy Rosenzweig
Assistant Treasurer:	Robert S. Schauer

(a)President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Members, shall have general and active management of the business of the Company, and shall execute bonds, mortgages, loans, leases and contracts for the Company, and is authorized to open and sign bank accounts and to authorize other officers or persons to open and sign such accounts. The approval of the form and substance of such documents by the Company and the Members shall be conclusively evidenced by the execution thereof by the President.

(b)Vice President. The Vice President shall act under the direction and guidance of the President.

(c)Secretary. The Secretary shall record all the proceedings of the meetings of the Members and notice of all meetings of the Members, and shall

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perform such other duties as may be prescribed by the President. The Secretary is authorized to execute contracts on behalf of the Company. The approval of the form and substance of such documents by the Company and the Members shall be conclusively evidenced by the execution thereof by the Secretary.

(d)Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the President. The Treasurer shall disburse the funds of the Company as may be ordered by the President taking proper vouchers for such disbursements, and shall render to the President an account of all his transactions as Treasurer and of the financial condition of the Company. The Treasurer is authorized to execute contracts on behalf of the Company in furtherance of his rights and responsibilities contained herein.

The foregoing officers shall serve until their respective successors are chosen by Member or Member removes one or more of the officers so that Member may resume exercising the power and authority previously delegated to such officer or officers.

7.5Duties of Loyalty and Care of Member. Member shall devote such time to the operations of the Company as it, in its sole discretion, deems to be reasonably required to conduct the Company business and to operate and manage the Company property in an efficient manner. Member shall use its best efforts to manage the business and affairs of the Company. The doing of any act or failure to do any act which may result in a loss to the Company, if done in good faith and in a manner reasonably believed to be in the best interest of the Company, shall not subject Member to any liability to the Company.

7.6Compensation for Member. Member may be entitled to compensation for personal services rendered by it on behalf of the Company in its capacity as Member. For purposes of this Section 7.6, reimbursement for out-of-pocket expenses shall not be construed as “compensation”. Member shall be fully reimbursed by the Company for all out-of-pocket expenses incurred by them on behalf of the Company.

7.7Indemnification. To the fullest extent permitted by applicable law, Member, Special Member, any affiliate of Member or Special Member, any officers, directors, shareholders, partners, members, employees, representatives or agents of Member or Special Member, or their respective affiliates, or any officer, employee or agent of the Company or its affiliates (any such Person, a “Covered Person”) shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent

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of Company assets only, and no Covered Person shall have any personal liability on account thereof. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section.

7.8Personal Liability. Neither Member nor Special Member shall have any personal liability for the liabilities or obligations of the Company, except, with respect to Member, to the extent of the capital contributions made or required to be made by Member to the Company in accordance with the terms of this Agreement.

ARTICLE VIII

ADMISSION AND RESIGNATION OF MEMBER

8.1Initial Members. All Persons having executed this Agreement as Members shall be admitted as Members without any further act on the part of the Company or the other Members.

8.2Sole Member. The Company shall at all times be and remain a single member limited liability company, and it shall not have more than one Member at any time; nor shall the Member be entitled to divide or subdivide the Company Interest in any manner whatsoever.

8.3Preconditions to Admission. In no event shall a member be admitted as a Member of the Company, unless and until:

(a)Such Person agrees to execute this Agreement, as then amended, and such other instruments as may be required by the Act or which Member deems necessary or appropriate to confirm and record such Person’s undertaking to be bound by the terms of this Agreement; and

(b)Such Person agrees to pay all the reasonable expenses, including attorney’s fees, incurred by the Company in connection with the transfer, if any, and the admission of such Person as a Member.

8.4Assignee of a Member. If a Person acquiring a Company Interest is not admitted as a Member of the Company as provided in this Article VIII of this Agreement, then such Person’s interest in the Company shall be solely that of a rightful assignee of a Member as provided in the Act.

8.5Resignation of Members. Member shall not resign from the Company prior to the dissolution and winding up of the Company; provided, however, that any Member transferring its Company Interest in conformity with the transfer provisions of Article IX of this Agreement, whether to the Company or to a third party, shall be

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deemed to have resigned from the Company without violating this Agreement upon and to the extent of the transfer, whether or not the transferee is admitted as a Member of the Company.

ARTICLE IX

TRANSFER OF COMPANY INTERESTS

9.1Transfers. Member may assign (whether by sale, exchange, gift contribution, distribution or other transfer, including a pledge or other assignment for security purposes) all its Company Interest. The transferee may be admitted as a Member in accordance with Section 8.3.

ARTICLE X

DISSOLUTION

10.1Events Causing Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Member of all of its Company Interest and the admission of the transferee pursuant to Sections 8.3 and 9.1), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or a Special Member, or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company. For purposes of this Agreement, “Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition,

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readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

10.2Winding Up. Upon the dissolution of the Company, Member or, if none, the personal representative of Member, shall conclude the business of the Company, wind up its affairs, distribute its assets in liquidation, and file all certificates or notices required by the Act to evidence such dissolution, liquidation and termination. Except as otherwise expressly provided for in the Act, all decisions pertaining to the dissolution of the Company shall be made in the same manner as decisions made in the ordinary course of the Company’s business.

10.3Final Accounting; Deficit Capital Accounts. Upon the dissolution of the Company, a final accounting shall be made of the capital account of Member, adjusted up or down to reflect Member’s proportionate share of the Company’s net profit or net loss from the time of the last previous accounting to the date of the dissolution. In the event Member has a deficit balance in its capital account at the time of the dissolution of the Company, Member shall be required to contribute sufficient capital to the Company within thirty (30) days of the date of the dissolution of the Company to eliminate the deficit balance in its capital account.

10.4Priority of Distributions. Distributions in liquidation of the Company shall be made in the following order:

(a)First, those owing to creditors of the Company, including Members who are creditors of the Company;

(b)Second, those owing to Member other than for capital and profits;

(c)Third, those owing to Member in respect of capital; and

(d)Fourth, those owing to Member in respect of profits.

10.5Payment of Claims. Upon the dissolution of the Company, the Company shall pay or make reasonable provisions to pay all claims and obligations of the Company, including all contingent, conditional or unmatured claims and obligations,

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known to the Company and all claims and obligations which are known to the Company, but for which the identity of the claimant is unknown. If the Company has sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of the assets available therefore. Any remaining Company assets shall be distributed as provided in Section 10.4 of this Agreement.

ARTICLE XI

GENERAL PROVISIONS

11.1Notices. All notices, claims, instructions, requests, demands, consents, or other communications which are required or permitted under this Agreement shall be in writing and shall be deemed to have been properly given if and when sent by first class United States mail, registered or certified, postage prepaid, return receipt requested, addressed as follows:

If to the Company to:

Milford Wind Corridor Phase I, LLC

c/o First Wind Energy, LLC

85 Wells Avenue, Suite 305

Newton, MA 02459

or to such other address as the Person to whom notice is to be given may give notice in the manner set forth above.

11.2Enforceability. The parties agree that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provisions of this Agreement shall be adjudicated to be invalid, illegal or unenforceable, such provision of this Agreement shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid, illegal or unenforceable, such deletion to apply only with respect to the operation of such provision of this Agreement in the particular jurisdiction in which such adjudication is made.

11.3Descriptive Headings. The descriptive headings of the Sections of this Agreement are inserted for convenience of reference only and shall not control or affect in any way the meaning, construction, or interpretation of this Agreement.

11.4Governing Law. This Agreement has been executed in the State of Delaware and shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of Delaware in all respects.

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11.5Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

11.6Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings among the parties hereto with respect thereto. No representation, condition or understanding not expressed herein shall be binding upon the parties, unless subsequent to the date hereto and signed by all of the parties hereto. This Agreement may not be amended or modified except by a written instrument signed by a majority in interest of the Members.

11.7Waiver of Breach. The waiver by any party hereto of a breach of any provision of this Agreement by another party hereto must be in writing and shall not operate or be construed as a waiver of any subsequent breach by such other party.

11.8Authorship. No questions of interpretation or construction concerning this Agreement shall be construed or interpreted for or against any party based on the consideration of authorship.

11.9Time of the Essence. Time is of the essence of this Agreement.

11.10Gender. When used in this Agreement, singular terms include the plural as appropriate in the context, and masculine terms include the feminine and are gender neutral as appropriate in this context.

11.11Agreement in Counterparts. This Agreement may be executed in several counterparts and withstanding that all the parties are not signatory to the original or the same counterpart.

11.12Tax Status. The parties to this Agreement intend that the Company shall be classified as a partnership for federal, and to the extent applicable, state and local, income tax purposes, and the parties agree that the provisions of this Agreement shall be construed and applied in a manner that will not impair the qualification of the Company as such form of entity under the applicable provisions of the Internal Revenue Code, or to the extent applicable, the laws of any state or local tax authorities.

*remainder of page intentionally left blank*

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IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this Agreement effective as of the 22nd day of April, 2009.

MEMBER:
MILFORD WIND CORRIDOR, LLC
By:	/s/ Evelyn Lim
Name: Evelyn Lim
Title: Secretary

Second Amended and Restated

Limited Liability Company Agreement

Milford Wind Corridor Phase I, LLC

SPECIAL MEMBER:

/s/ Victor A. Duva

Victor A. Duva

Second Amended and Restated

Limited Liability Company Agreement

Milford Wind Corridor Phase I, LLC

MEMBER:
MWCI HOLDINGS, LLC
By:	/s/ Evelyn Lim
Name: Evelyn Lim
Title: Secretary

Second Amended and Restated

Limited Liability Company Agreement

Milford Wind Corridor Phase I, LLC

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Assignment”) is made and entered into as of April 22, 2009 (the “Effective Date”), by and between Milford Wind Corridor, LLC, a Delaware limited liability company (“Assignor”), and MWCI Holdings, LLC, a Delaware limited liability company (“Assignee”).

RECITALS

WHEREAS, Assignor is the record and beneficial owner of one-hundred percent (100%) of the Company Interests (as defined in the LLC Agreement) (the “Assigned Interests”) of Milford Wind Corridor Phase I, LLC, a Delaware limited liability company (the “Project Company”), formed under the provisions of the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), pursuant to that certain Certificate of Formation filed with the Delaware Secretary of State’s office on November 1, 2006 and subject to the terms and conditions set forth in that certain Second Amended and Restated Limited Liability Company Agreement for Milford Wind Corridor Phase I, LLC dated April 22, 2009 (the “LLC  Agreement”).

WHEREAS, Assignor has agreed to transfer the Assigned Interests to Assignee and Assignee has agreed to accept the Assigned Interests and assume all of the obligations and liabilities with respect to the Assigned Interests from Assignor.

WHEREAS, Assignor now desires to transfer the Assigned Interests to Assignee.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee do hereby agree as follows:

AGREEMENT

1.Assignor hereby transfers, assigns, conveys, and delivers, to Assignee all of Assignor’s right, title and interest in and to the Assigned Interests and Assignee hereby accepts the Assigned Interests.

2.Assignee agrees to execute the LLC Agreement and agrees to comply with and be bound by all terms, covenants and conditions of the LLC Agreement.

3.Assignee agrees to pay all the reasonable expenses, including attorney’s fees, incurred by the Project Company in connection with this Assignment, if any, and the admission of Assignee as a member of the Project Company.

4.Assignor and Assignee covenant and agree that they will at any time and from time to time do, execute, acknowledge and deliver any and all other acts, deeds, assignments, transfers or conveyances or any other documents or amendments that the other party deems reasonably necessary or proper to more effectively carry out the assignment and assumption intended to be made hereunder.

5.This Assignment and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

6.This Assignment shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to conflict of law principles).

7.This Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signatures on following page]

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IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first above written.

Assignor:
MILFORD WIND CORRIDOR, LLC,
a Delaware limited liability company
By:	/s/ Evelyn Lim
Name: Evelyn Lim
Title: Secretary

Assignee:
MWCI HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/ Evelyn Lim
Name: Evelyn Lim
Title: Secretary

EX-10.31

Exhibit 10.31

UNIT REDEMPTION AGREEMENT

This Unit Redemption Agreement, dated as of April 28, 2006, is by and between UPC Wind Partners II, LLC (“UPC Holding”) and UPC Wind Partners, LLC (the “Company”), each a Delaware limited liability company.

UPC Holding is the owner of 51,000,000 Series A Units of the Company. The Company and UPC Holding desire that the Company redeem 42,972,114 Series A Units (the “Redeemed Units”) upon the terms and subject to the conditions of this Agreement.

Accordingly, the parties agree as follows:

ARTICLE I. REDEMPTION OF THE REDEEMED UNITS.

Section 1.1            Sale of Redeemed Units.Simultaneously with the execution and delivery of this Agreement, UPC Holding shall, and hereby does sell, convey, assign, transfer, deliver, set over to and vest in the Company, its successors and assigns, all of UPC Holding’s right, title and interest, legal and equitable, in and to the Redeemed Units free and clear of all Liens (as defined in Section 2.3).

Section 1.2            Delivery of Redeemed Units.The Redeemed Units are uncertificated, and the execution and delivery of this Agreement by each of the parties thereto, together with the appropriate actions by the officers of the Company to reflect the redemption on the books of the Company, shall be sufficient to effect UPC Holding’s delivery, and the Company’s receipt of and title to, of the Redeemed Units.

Section 1.3            Redemption Price for Redeemed Units.As consideration for the transaction described in Section 1.1, the Company shall make payments to UPC Holdings as follows: (1) $32,972,114 in cash, paid concurrently with the execution and delivery of this Agreement, and (ii) one or more future cash payments (the “Contingent Payments”), which shall be payable (without duplication) no later than 30 days after the date the commercial operation date certificate (a “COD Certificate”) is executed with respect to any wind power project listed on Schedule 1 or any other wind power project developed by, contributed to or acquired by the Company after the date hereof (which shall not include the wind power project in Mars Hill, Maine or operated by Kaheawa Wind Power, LLC) (each a “Development Project”), in amounts equal to $33,333 per megawatt of installed capacity at such Development Project as reflected in such COD Certificate; provided, that the aggregate amount of such Contingent Payments shall not exceed $10,000,000. The amounts payable hereunder shall be payable by the Company to UPC Holding, at the election of UPC Holding, by check or by wire transfer to an account designated by UPC Holding.

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF UPC HOLDING

UPC Holding represents and warrants as of the date hereof to the Company as follows:

Section 2.1            Organization, Power and Authority.UPC Holding is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite limited liability company power and authority to execute and

deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by UPC Holding of this Agreement have been duly authorized by all necessary action. The persons party to the Non-Competition Agreement attached as Exhibit A hereto constitute all of the persons holding a direct, indirect, legal and/or beneficial ownership interest in equity of UPC Holding.

Section 2.2            Authorization.  UPC Holding has all requisite limited liability company power and authority to execute and deliver this Agreement and to carry out the provisions of this Agreement. All limited liability company action on the part of UPC Holding and its officers, managers and members necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of UPC Holding hereunder, has been taken. This Agreement has been duly and validly executed and delivered and constitutes, assuming this Agreement has been duly authorized, executed and delivered by the other party hereto, valid and legally binding obligations of UPC Holding, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies. “Law” means any applicable constitutional provisions, statute, act, code, common law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretation or advisory opinion or letter of a domestic, foreign or international governmental authority.

Section 2.3            No Conflicts.The execution, delivery and performance by UPC Holding of this Agreement and the transactions contemplated hereby will not (a) conflict with or result in, with or without the passage of time or giving of notice or both, any breach, default or loss of rights under, or acceleration of, or give rise to any right of termination, rescission, acceleration or modification under, any mortgage, indenture, contract, lease, agreement, charter document (including the Limited Liability Company Agreement of UPC Holding), instrument, judgment, decree, order, writ, statute, rule or regulation, license or permit or (b) result in the creation of any Liens upon any of the properties or assets of UPC Holding. “Lien” means (i) any lien, hypothecation, pledge, collateral assignment, security interest, charge or encumbrance of any kind, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent (including any agreement to give any of the foregoing) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) any purchase option, right of first refusal, call or similar right of a third party.

Section 2.4            Redeemed Units.UPC Holding is the record and beneficial owner of the Redeemed Units. The Redeemed Units are UPC Holding’s only membership interest of any nature in the Company. The transfer to the Company by UPC Holding of the Redeemed Units in accordance with this Agreement will pass to the Company good and marketable title to the Redeemed Units, and all other incidents of record and beneficial ownership pertaining thereto, free and clear of any Liens. None of the Redeemed Units is subject to any voting trust or other contract, agreement, arrangement, commitment or understanding, written or oral, restricting or otherwise relating to the voting or disposition of the Redeemed Units, other than this Agreement and the Limited Liability Company Agreement of the Company. No proxies or powers of attorney have been granted with respect to the Redeemed Units. Except as contemplated herein, there are no outstanding warrants, options, agreements, convertible or exchangeable securities or

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other commitments pursuant to which UPC Holding is or may become obligated to sell any of the Redeemed Units.

Section 2.5            Litigation.There is no action, suit, claim, proceeding, investigation or other legal, administrative or arbitrational proceeding pending or, to the knowledge of UPC Holding, threatened against UPC Holding or its affiliates, or against any officer, manager or director of UPC Holding or its affiliates nor, to the knowledge of UPC Holding, has there occurred any event nor does there exist any condition on the basis of which any material litigation, proceeding or investigation might properly be instituted, in each case related to the transactions contemplated hereby. Neither UPC Holding nor any of its affiliates is a party or subject to any order, writ, injunction, judgment or decree of any court or government agency or instrumentality relating to the transactions contemplated hereby.

Section 2.6            Governmental Authorizations.No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of UPC Holding or any of its affiliates in connection with the execution, delivery and performance by UPC Holding of this Agreement. “Governmental Authority” means any federal, state, local or foreign government or any court, arbitral tribunal, administrative or regulatory agency, or other governmental authority, agency or instrumentality.

Section 2.7            Acknowledgement.UPC Holding acknowledges that it has made its own analysis of the fairness of the transactions contemplated hereby and has not relied on any advice or recommendation by the Company or its members, managers, officers or affiliates with respect to its decision to enter into this Agreement and to consummate the transactions contemplated hereby. UPC Holding has had sufficient opportunity to investigate and review the business, management and financial affairs of the Company, and has had sufficient access to management of the Company, before its decision to enter into this Agreement. UPC Holding acknowledges that, in connection with its entry into this Agreement and consummation of the transactions contemplated hereby, (i) UPC Holding has not relied on any representations or warranties of the Company, or any member, manager, officer, affiliate or representative of the Company, except for the representations or warranties of the Company set forth in Article III and (ii) UPC Holding has made an independent decision to sell its Redeemed Units pursuant to this Agreement.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to UPC Holding as of the date hereof as follows:

Section 3.1            Organization, Power and Authority.The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary action.

Section 3.2            Authorization.  The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and to carry out the provisions of this

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Agreement. All limited liability company action on the part of the Company and its officers, managers and members necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Company hereunder, has been taken. This Agreement has been duly and validly executed and delivered and constitutes, assuming this Agreement has been duly authorized, executed and delivered by the other party hereto, valid and legally binding obligations of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

ARTICLE IV. SIMULTANEOUS DELIVERIES.

Section 4.1            Deliveries of UPC Holding.UPC Holding shall deliver the followingdocuments to the Company concurrently with the effectiveness of this Agreement:

(a)           Secretary’s Certificate.  A certificate, in form and substance reasonably satisfactory to the Company, executed by an appropriate officer of UPC Holding and dated as of the date hereof, certifying as to the incumbency of the officer executing this Agreement and the other documents contemplated hereby on its behalf and as to the authenticity of his or her signature, as to the correctness and accuracy of the representations of UPC Holding contained in this Agreement as of the date hereof, and as to the accuracy and completeness of the copies of the authorizing resolutions and the limited liability company documents of UPC Holding that shall be attached to such certificate.

(b)           Good Standing Certificate.  A certificate of the Delaware Secretary of State, dated not more than 5 days prior to the date hereof, as to the existence and good standing of such entity of UPC Holding.

(c)           Non-Competition Agreement.  A fully executed Non-Competition Agreement in the form attached hereto as Exhibit A from UPC Holding and the other parties listed therein.

Section 4.2            Deliveries of the Company.The Company shall deliver the following documents to UPC Holding concurrently with the effectiveness of this Agreement:

(a)           Secretary’s Certificate.  A certificate, in form and substance reasonably satisfactory to UPC Holding, executed by an appropriate officer of the Company and dated as of the date hereof, certifying as to the incumbency of the officer executing this Agreement and the other documents contemplated hereby on its behalf and as to the authenticity of his or her signature, as to the correctness and accuracy of the representations of the Company contained in this Agreement as of the date hereof, and as to the accuracy and completeness of the copies of the authorizing resolutions and the limited liability company documents of the Company that shall be attached to such certificate.

(b)           Good Standing Certificate.  A certificate of the Delaware Secretary of State, dated not more than 5 days prior to the date hereof, as to the existence and good standing of such entity of the Company.

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ARTICLE V. INDEMNIFICATION.

Section 5.1            Indemnification by the Company.UPC Holding shall indemnify the Company, its affiliates, members (other than UPC Holding), managers, officers, subsidiaries and successors from, against, for and in respect of all damages, losses, obligations, liabilities, claims, actions and reasonable costs and expenses (including, without limitation, reasonable attorneys’, accountants’ and other professional fees and expenses) sustained, suffered or incurred by the Company or any of its affiliates (other than UPC Holding), members, managers, officers, subsidiaries or successors, as a result of a breach by UPC Holding of any representation, warranty or agreement of UPC Holding pursuant to or contained in this Agreement.

Section 5.2            Indemnification of UPC Holding.The Company shall indemnify each of UPC Holding, and its affiliates (other than the Company and the Company’s subsidiaries) and successors, from, and against, for and in respect of all damages, losses, obligations, liabilities, claims, actions, and reasonable costs and expenses (including, without limitation, reasonable attorneys’, accountants’ and other professional fees and expenses) sustained, suffered or incurred by UPC Holding, or any of its affiliates (other than the Company and the Company’s subsidiaries) or successors, as a result of a breach of any representation, warranty or agreement of the Company contained in or made pursuant to this Agreement.

Section 5.3            Survival.All representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement.

Section 5.4            Remedies Cumulative.The remedies provided for in this Article V shall be cumulative and shall not preclude assertion by the indemnified parties of any other rights or the seeking of any other remedies against the indemnifying parties.

ARTICLE VI. MISCELLANEOUS.

Section 6.1            No Third-Party Beneficiaries.Except as provided in Sections 5.1 and 5.2, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the parties hereto and their respective heirs, permitted successors, permitted assigns or legal representatives any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained, except to the extent expressly provided in this Agreement.

Section 6.2            Amendment; Waiver.This Agreement may not be amended, modified, supplemented, or restated, nor may any provision of this Agreement be waived, other than through a written instrument adopted, executed and agreed to by the parties hereto.

Section 6.3            Further Assurances.In connection with this Agreement and the transactions contemplated hereby, the Company and UPC Holding shall execute and deliver all such future instruments and take such further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the parties.

Section 6.4            Notices.  All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally recognized overnight courier, by telecopy, or by

5

registered or certified mail, return receipt requested and postage prepaid, addressed to the address that any such party may designate by written notice to the other party):

Section 6.5            Entire Agreement; Supersede.  This Agreement, and any other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior contracts, agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof.

Section 6.6            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

Section 6.7            Headings.  The descriptive headings used herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.

Section 6.8            Counterparts.  This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument.

[signature page follows]

6

IN WITNESS WHEREOF, UPC Holding and the Company have duly executed this Agreement as of the date first written above.

UPC HOLDING:
UPC WIND PARTNERS II, LLC
By:	/s/ Peter Gish
Name:
Title:
THE COMPANY:
UPC WIND PARTNERS, LLC
By:	/s/ Peter Gish
Name:
Title:

Schedule 1
Existing Development Projects

UPC Wind Partners, LLC
Existing Development Projects

UNITED STATES

Project	MW	State
Fire Island	70	AK
Fry Rodman	100	CA
Mojave Green	100	CA
West Granite Range	40	CA
Bristol Range	200	CA
Kaheawa II	20	HI
Kaheawa III	20	HI
North Shore	30	HI
South Point	21	HI
Kauai	11	HI
Lanai/Molokai	200	HI
Oakfield	75	ME
Bagley Mountain	50	ME
Stetson Mountain	75	ME
Lyman	30	NH
Cambridge	60	NH
North Country Phase 2	100	NH
Bloody Run Hills	100	NV
Prattsburgh	75	NY
Cohocton	82	NY
Cohocton II	42	NY
GenWy	200	NY
Seven Mile Hill	60	OR
Lakeview	100	OR
Mile High Ranch	100	TX
Milford	200	UT
Milford Wind II	200	UT
Sheffield	52	VT
Windham	50	VT

CANADA

Project	MW	Province
Garvie Mountain	30	NB
Proton	100	ON
Cahill	50	ON
North Bay	10	ON
Highlands	50	NS

Exhibit A
Form of Non-Competition Agreement

[See Tab 17]

EX-10.32

Exhibit 10.32

EXECUTION COPY

AMENDMENT AGREEMENT TO

UNIT REDEMPTION AGREEMENT

a Delaware limited liability company

This Amendment (the “Amendment”), dated December 12, 2008 (the “Amendment Effective Date”), of that certain Unit Redemption Agreement (the “Unit Redemption Agreement”), dated April 28, 2006, is by and between First Wind Holdings, LLC (formerly UPC Wind Partners, LLC and referred to herein as the “Company”) and UPC Wind Partners II, LLC (“UPC Holding”). Capitalized terms used, and not otherwise defined in this Amendment, shall have the meaning assigned to them in the Unit Redemption Agreement, or the LLC Agreement, as applicable.

WHEREAS, on the date hereof, the Company, First Wind Acquisition, LLC, First Wind Acquisition IV, LLC, D. E. Shaw MWP Acquisition Holdings, L.L.C., Madison Dearborn Capital Partners IV, L.P., and HSH Nordbank AG, New York Branch have entered into an Omnibus Agreement regarding the modification of certain financing agreements of the Company (the “Omnibus Agreement”);

WHEREAS, on the date hereof, the Company’s Third Amended and Restated Limited Liability Company Operating Agreement, as amended (the “LLC Agreement”) is being further amended in connection with the transactions contemplated by the Omnibus Agreement; and

WHEREAS, in contemplation of the additional equity contributions which are being made to the Company on the date hereof by members other than UPC Holding and the other transactions and agreements contemplated by the Omnibus Agreement, the Company and UPC Holding wish to amend the Unit Redemption Agreement to change the terms relating to Contingent Payments and to set forth certain other agreements, in each case as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS TO THE UNIT REDEMPTION AGREEMENT

Section 1.1            Amendment to Section 1.3.

Section 1.3 of the Unit Redemption Agreement is hereby amended and restated in its entirety to read as follows:

“Section 1.3          Redemption Price for Redeemed Units.

(a)           As consideration for the transaction described in Section 1.1, the Company has or shall pay the following consideration to UPC Holdings: (i) $32,972,114 in cash, which UPC Holding acknowledges was previously paid concurrently with the execution and delivery of the Unit Redemption Agreement on April 28, 2006, (ii) on the earlier of (A) February 15, 2009 and (B) Stage 2 Effective Date, as such term is defined in the Omnibus Agreement (the “Restructuring Closing Date”), a cash payment of $1,000,000 in connection with the Steel Winds Project, and (iii) additional consideration

1

(the “Contingent Payments”), which shall be payable (without duplication) no later than 30 days after the date the commercial operation date certificate (a “COD Certificate”) is executed with respect to any wind power project listed on Schedule 1 or any other wind power project developed by, contributed to or acquired by the Company after the date of the Unit Redemption Agreement (which shall not include the wind power project in Mars Hill, Maine or operated by Kaheawa Wind Power, LLC or the Steel Winds Project) (each a “Development Project”), in amounts equal to (i) $16,666.5 per megawatt of installed capacity at such Development Project as reflected in such COD Certificate, in cash (the “Contingent Cash Payments”); and (ii) $16,666.5 per megawatt of installed capacity at such Development Project as reflected in such COD Certificate, in Series A-1 Units of the Company, at $1.00 per Series A-1 Unit, issued pursuant to the terms and conditions of the LLC Agreement (the “Contingent Stock Payments”), provided, that the aggregate amount of such Contingent Cash Payments shall not exceed (i) $4,500,000, and (ii) the aggregate amount of such Contingent Stock Payments shall not exceed $4,500,000, and provided, further, that the Contingent Cash Payments shall be due and payable only if, and to the extent that, a Release Event occurs. “Release Event” means the occurrence of all of the following: (i) the Stage 2 Effective Date, (ii) the closing of the limited or non-recourse project financing for the Milford Phase I Project, as such term is defined in the Omnibus Agreement, in an aggregate principal amount not less than $325,000,000 or any sale, transfer, hypothecation, pledge or other disposal in respect of the Milford Phase I Project resulting in gross proceeds of $325,000,000 or more, and in either event, and the repayment in full of the corresponding turbine loans under the FWA Note, as such term is defined in the Omnibus Agreement, and FWA IV Note, as such term is defined in the Omnibus Agreement, as applicable; (iii) any sale, transfer, hypothecation, pledge or other disposal in respect of either the Stetson I Project, as such term is defined in the Omnibus Agreement, or the Cohocton Project, as such term is defined in the Omnibus Agreement, or the closing of tax equity and back-leveraged financing for either the Stetson I Project or the Cohocton Project, and in either event, and the repayment in full of the corresponding turbine loans under the FWA Note and FWA III Note, as such term is defined in the Omnibus Agreement, as applicable; and (iv) the closing of one or more equity or debt (junior to HSHN in all respects) financings of the Company resulting in gross proceeds of $100,000,000 or more in the aggregate from Third Parties, excluding the contributions being made by the Sponsors described in the Omnibus Agreement; provided, for clauses (ii) — (iv) above, that all net proceeds of such sale, project financing, or equity or junior debt financing are (x) received by the Company and (y) deposited into accounts of the Company subject to lien granted by the Security Agreements, as such term is defined in the Omnibus Agreement. “Third Parties” means any person other than the Sponsors or their respective affiliates; and provided further, for purposes of this Agreement and without limitation of the foregoing, a Release Event also will be deemed to have occurred if and when (A) all obligations outstanding under the FWA Note, the FWA IV Note, and the Holdings Loan Agreement, as defined in the Omnibus Agreement, are paid in full or waived or (B) D. E. Shaw MWP Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. have transferred to a Third Party such number of Units such that, in the aggregate, they cease to own at least 50% of the number of Units owned by them as of the Amendment Effective Date.

2

(b)           Contingent Cash Payments to which UPC Holding may become entitled after the occurrence of a Release Event will be made, without interest, five Business Days after the occurrence of such Release Event.

(c)           The Contingent Cash Payments payable hereunder shall be payable by the Company to UPC Holding, at the election of UPC Holding, by check or by wire transfer to an account designated by UPC Holding.”

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF UPC HOLDING

UPC Holding represents and warrants as of the Amendment Effective Date to the Company as follows:

Section 2.1            Organization, Power and Authority. UPC Holding is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite limited liability company power and authority to execute and deliver this Amendment and to perform its obligations hereunder, and the execution, delivery and performance by UPC Holding of this Amendment have been duly authorized by all necessary action.

Section 2.2            Authorization. UPC Holding has all requisite limited liability company power and authority to execute and deliver this Amendment and to carry out the provisions of this Amendment. All limited liability company action on the part of UPC Holding and its officers, managers and members necessary for the authorization, execution and delivery of this Amendment, and the performance of all obligations of UPC Holding hereunder, has been taken. This Amendment has been duly and validly executed and delivered and constitutes, assuming this Amendment has been duly authorized, executed and delivered by the other party hereto, valid and legally binding obligations of UPC Holding, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Section 2.3            No Conflicts. The execution, delivery and performance by UPC Holding of this Amendment and the transactions contemplated hereby will not (a) conflict with or result in, with or without the passage of time or giving of notice or both, any breach, default or loss of rights under, or acceleration of, or give rise to any right of termination, rescission, acceleration or modification under, any mortgage, indenture, contract, lease, agreement, charter document (including the Limited Liability Company Agreement of UPC Holding), instrument, judgment, decree, order, writ, statute, rule or regulation, license or permit or (b) result in the creation of any Liens upon any of the properties or assets of UPC Holding.

Section 2.4            Litigation. There is no action, suit, claim, proceeding, investigation or other legal, administrative or arbitrational proceeding pending or, to the knowledge of UPC Holding, threatened against UPC Holding or its affiliates, or against any officer, manager or director of UPC Holding or its affiliates nor, to the knowledge of UPC Holding, has there

3

occurred any event nor does there exist any condition on the basis of which any material litigation, proceeding or investigation might properly be instituted, in each case related to the transactions contemplated hereby. Neither UPC Holding nor any of its affiliates is a party or subject to any order, writ, injunction, judgment or decree of any court or government agency or instrumentality relating to the transactions contemplated hereby.

Section 2.5            Acknowledgement. UPC Holding acknowledges that it has made its own analysis of the fairness of the transactions contemplated hereby and has not relied on any advice or recommendation by the Company or its members, managers, officers or affiliates with respect to its decision to enter into this Amendment and to consummate the transactions contemplated hereby. UPC Holding has had sufficient opportunity to investigate and review the business, management and financial affairs of the Company, and has had sufficient access to management of the Company, before its decision to enter into this Amendment. UPC Holding acknowledges that, in connection with its entry into this Amendment and consummation of the transactions contemplated hereby, (i) UPC Holding has not relied on any representations or warranties of the Company, or any member, manager, officer, affiliate or representative of the Company, except for the representations or warranties of the Company set forth in Article III and (ii) UPC Holding has made an independent decision regarding the agreements set forth herein.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to UPC Holding as of the Amendment Effective Date as follows:

Section 3.1            Organization, Power and Authority. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite limited liability company power and authority to execute and deliver this Amendment and to perform its obligations hereunder, and the execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary action.

Section 3.2            Authorization. The Company has all requisite limited liability company power and authority to execute and deliver this Amendment and to carry out the provisions of this Amendment. All limited liability company action on the part of the Company and its officers, managers and members necessary for the authorization, execution and delivery of this Amendment, and the performance of all obligations of the Company hereunder, has been taken. This Amendment has been duly and validly executed and delivered and constitutes, assuming this Amendment has been duly authorized, executed and delivered by the other party hereto, valid and legally binding obligations of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Section 3.3            No Conflicts. The execution, delivery and performance by the Company of this Amendment and the transactions contemplated hereby will not (a) conflict with or result

4

in, with or without the passage of time or giving of notice or both, any breach, default or loss of rights under, or acceleration of, or give rise to any right of termination, rescission, acceleration or modification under, any mortgage, indenture, contract, lease, agreement, charter document (including the LLC Agreement), instrument, judgment, decree, order, writ, statute, rule or regulation, license or permit or (b) result in the creation of any Liens upon any of the properties or assets of the Company.

Section 3.4            Litigation. There is no action, suit, claim, proceeding, investigation or other legal, administrative or arbitrational proceeding pending or, to the knowledge of the Company, threatened against the Company or its affiliates, or against any officer, manager or director of the Company or its affiliates nor, to the knowledge of the Company, has there occurred any event nor does there exist any condition on the basis of which any material litigation, proceeding or investigation might properly be instituted, in each case related to the transactions contemplated hereby. Neither the Company nor any of its affiliates is a party or subject to any order, writ, injunction, judgment or decree of any court or government agency or instrumentality relating to the transactions contemplated hereby.

Section 3.5            Acknowledgement. The Company acknowledges that it has made its own analysis of the fairness of the transactions contemplated hereby with respect to its decision to enter into this Amendment and to consummate the transactions contemplated hereby. The Company acknowledges that, in connection with its entry into this Amendment and consummation of the transactions contemplated hereby, (i) the Company has not relied on any representations or warranties of UPC Holding, or any member, manager, officer, affiliate or representative of UPC Holding, except for the representations or warranties of UPC Holding set forth in Article II and (ii) the Company has made an independent decision regarding the agreements set forth herein.

ARTICLE IV

SURVIVAL AND REMEDIES

Section 4.1            Survival. All representations and warranties contained in this Amendment shall survive the execution and delivery hereof.

Section 4.2            Remedies Cumulative. The remedies provided for in this Article IV shall be cumulative and shall not preclude assertion by the indemnified parties of any other rights or the seeking of any other remedies against the indemnifying parties.

ARTICLE V

MISCELLANEOUS

Section 5.1            Guaranty Acknowledgement. UPC Holding acknowledges and agrees that (i) it is party to that certain Guaranty Agreement, dated October 17, 2007, by and among D. E. Shaw MWP Acquisition Holdings, L.L.C., Madison Dearborn Capital Partners IV, L.P., and UPC Holding in favor of HSH Nordbank AG, New York Branch, as the same has been amended, modified, supplemented or waived from time to time (the “Prior Guaranty”), (ii) its execution and delivery of this Agreement shall, for all purposes of the Prior Guaranty, constitute its written consent to the amendment and restatement of the Prior Guaranty by that certain

5

Amended and Restated Guaranty, dated as of the date hereof, by and among D. E. Shaw MWP Acquisition Holdings, L.L.C., Madison Dearborn Capital Partners IV, L.P., and HSH Nordbank AG, New York Branch, (iii) its execution and delivery of this Agreement shall constitute its written agreement to the termination of that certain side letter, dated June 30, 2006, delivered by the Sponsors and UPC Holdings and accepted by HSH Nordbank AG, New York Branch, the Company and UPC Wind Acquisition, LLC, as amended by that certain Amendment to Members Letter, dated as of May 17, 2007 and as further amended from time to time, on the terms set forth in Section 2.01 (g) of the Omnibus Agreement and (iv) each of D.E. Shaw MWP Acquisition Holdings, L.L.C., Madison Dearborn Capital Partners IV, L.P., and HSH Nordbank AG, New York Branch is an express third-party beneficiary of this written consent, entitled to rely on it as if party hereto.

Section 5.2            Unit Redemption Agreement. All of the terms and conditions of the Unit Redemption Agreement, including the Non-Competition Agreement referred to herein, that are not expressly amended by this Amendment shall remain in full force and effect.

Section 5.3            Conversion of Ownership. UPC Holding covenants and agrees that upon request by the Company in connection with, and upon the closing of, a Qualified Public Offering (as defined in the LLC Agreement), UPC Holding will transfer all of its Units and other Membership Interests it may hold at the time of such request in the Company directly to Paul Gaynor and Tim Rosenzweig, pro rata to their membership interests in UPC Holding and at par value of such Units and Membership Interests.

Section 5.4            Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

Section 5.5            Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument.

Section 5.6            Waiver and Release. The parties hereto covenant and agree that this Amendment is entered into to resolve any current or prior default by either party in connection with the payment of Contingent Payments pursuant to the Unit Redemption Agreement and such parties hereby release, discharge and covenant not to sue each other or their respective affiliates, members, managers, officers, subsidiaries or successors and each of their respective affiliates in respect to any matter relating to payment or non-payment of a Contingent Payment that has arisen in whole or in part prior to the date hereof.

[Remainder of page intentionally left blank]

6

IN WITNESS WHEREOF, UPC Holdings and the Company have executed this Agreement as of the date first set forth above.

UPC WIND PARTNERS II, LLC
By:	/s/ Brian Caffyn
Name:
Title:
FIRST WIND HOLDINGS, LLC
By:	/s/ Paul Gaynor
Name:
Title:

AMENDMENT AGREEMENT TO

UNIT REDEMPTION AGREEMENT

SIGNATURE PAGE

EX-10.33

Exhibit 10.33

Exhibit G

to Merger Agreement

LIMITED LIABILITY COMPANY AGREEMENT

of

FIRST WIND HOLDINGS, LLC

upon and after the Effective Time referred to herein

Dated as of           , 2010

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.  SUCH MEMBERSHIP INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

	PAGE
ARTICLE 1
DEFINED TERMS
Section 1.01.  Definitions	3
Section 1.02.  Other Definitional and Interpretative Provisions	11
ARTICLE 2
THE EFFECTIVE TIME
Section 2.01.  Prior to, Upon and After the Effective Time	12
Section 2.02.  Formation of Merger LLC	12
ARTICLE 3
ORGANIZATION
Section 3.01.  Formation; Amendment and Restatement	16
Section 3.02.  Company Name	16
Section 3.03.  Purposes of the Company	16
Section 3.04.  Principal Place of Business	16
Section 3.05.  Registered Office and Agent	16
Section 3.06.  Qualification in Other Jurisdictions	16
Section 3.07.  Term	17
Section 3.08.  No State-law Partnership	17
ARTICLE 4
CAPITALIZATION
Section 4.01.  Membership Interests; Capitalization	17
Section 4.02.  Authorization and Issuance of Additional Membership Interests	18
Section 4.03.  Repurchase or Redemption of Class A Shares	20
Section 4.04.  Changes in Common Stock	20
ARTICLE 5
MEMBERS
Section 5.01.  Names and Addresses	20
Section 5.02.  No Liability for Status as Member	20
Section 5.03.  No Restrictions Of Business Pursuits Of Member	21
Section 5.04.  Business Opportunities	21

i

Section 5.05.  Transactions Between Members and the Company	21
Section 5.06.  Meeting of Members	21
Section 5.07.  Action by Members Without Meeting	22
Section 5.08.  Limited Rights of Members	22
ARTICLE 6
DISTRIBUTIONS
Section 6.01.  Distributions	22
Section 6.02.  Distributions for Payment of Income Tax	23
Section 6.03.  Limitations on Distributions	23
Section 6.04.  Withholding	24
ARTICLE 7
ALLOCATIONS AND TAX MATTERS
Section 7.01.  Capital Accounts and Adjusted Capital Accounts	24
Section 7.02.  Additional Capital Contributions	25
Section 7.03.  Allocations of Net Profits and Net Losses	25
Section 7.04.  Special Allocations	25
Section 7.05.  Allocation for Income Tax Purposes	27
Section 7.06.  Other Allocation Rules	28
Section 7.07.  Certain Costs And Expenses	28
ARTICLE 8
MANAGEMENT AND CONTROL OF BUSINESS
Section 8.01.  Management	28
Section 8.02.  Certain Covenants	29
Section 8.03.  Investment Company Act	29
ARTICLE 9
OFFICERS
Section 9.01.  Officers	29
Section 9.02.  Other Officers and Agents	30
Section 9.03.  Chief Executive Officer	30
Section 9.04.  Treasurer	30
Section 9.05.  Secretary	30
Section 9.06.  Other Officers	30

ii

ARTICLE 10
TRANSFERS OF INTERESTS; ADMITTANCE OF NEW MEMBERS
Section 10.01.  Transfer of Membership Interests	30
Section 10.02.  Transfer of WIND’s Interest	31
Section 10.03.  Lock Up	31
Section 10.04.  Recognition of Transfer; Substituted and Additional Members	32
Section 10.05.  Expense of Transfer; Indemnification	33
Section 10.06.  Exchange Agreement	33
ARTICLE 11
DISSOLUTION AND TERMINATION
Section 11.01.  Dissolution	34
Section 11.02.  Termination	35
ARTICLE 12
EXCULPATION AND INDEMNIFICATION
Section 12.01.  Exculpation	35
Section 12.02.  Indemnification	36
Section 12.03.  Expenses	36
Section 12.04.  Non-Exclusivity	36
Section 12.05.  Insurance	37
ARTICLE 13
ACCOUNTING AND RECORDS; TAX MATTERS
Section 13.01.  Accounting and Records	37
Section 13.02.  Tax Returns	37
Section 13.03.  Tax Partnership	37
Section 13.04.  Tax Elections	37
Section 13.05.  Tax Matters Member	38
ARTICLE 14
ARBITRATION
ARTICLE 15
MISCELLANEOUS PROVISIONS
Section 15.01.  Entire Agreement	40
Section 15.02.  Binding on Successors	40
Section 15.03.  Managing Member’s Business	40

iii

Section 15.04.  Debt or Equity Financing	40
Section 15.05.  Governing Law	40
Section 15.06.  Headings	40
Section 15.07.  Severability	41
Section 15.08.  Notices	41
Section 15.09.  Amendments	41
Section 15.10.  Consent to Jurisdiction	42
Section 15.11.  WAIVER OF JURY TRIAL	42

iv

LIMITED LIABILITY COMPANY AGREEMENT

of

FIRST WIND HOLDINGS, LLC

upon and after the Effective Time referred to herein

This LIMITED LIABILITY COMPANY AGREEMENT of First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”), dated as of           , 2010, is adopted, executed and agreed to, for good and valuable consideration, by First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and the Members of the Company whose signatures appear hereon.  As provided in Article 2, upon and after the Effective Time, this Agreement shall amend, restate and replace in its entirety the Fifth Amended and Restated Limited Liability Company Agreement of First Wind Holdings, LLC, dated as of July 17, 2009 (the “Prior LLC Agreement”) and become the limited liability company agreement of the Company.  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, the Company was formed as a limited liability company on January 2, 2002, pursuant to the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Delaware LLC Act”) by the filing of its Certificate of Formation (as amended, the “Certificate”) with the Secretary of State;

WHEREAS, Merger LLC, a Subsidiary of WIND, was formed as a limited liability company, pursuant to the Delaware LLC Act by the filing of its Certificate of Formation (the “Merger LLC Certificate”) with the Secretary of State;

WHEREAS, WIND, the Company and Merger LLC have entered into an Agreement and Plan of Merger (the “Merger Agreement”), annexed hereto as Annex I, pursuant to which, at the Effective Time, Merger LLC will merge with and into the Company, with the Company surviving such merger (the “Merger”);

WHEREAS, prior to the Effective Time, the Company was governed by the Prior LLC Agreement;

WHEREAS, until the Effective Time, this Agreement shall be the operating agreement of Merger LLC, and upon and after the Effective Time, this Agreement shall continue as the operating agreement of the Company and, with the Required Sponsor Approval and Special B Approval pursuant to Section 13.5 of the Prior LLC Agreement, as evidenced by their signatures hereto, the Prior LLC Agreement shall be terminated and have no further force or effect;

WHEREAS, pursuant to Section 7.8 of the Prior LLC Agreement, in connection with any proposed Qualified Public Offering (as defined in the Prior LLC Agreement) approved in

accordance with Section 8.6(h) of the Prior LLC Agreement, the Company may, in one or a series of transactions, (i) merge with or convert into a corporation that is an Affiliate of the Company, or a Subsidiary thereof (the “IPO Corporation”), pursuant to an agreement and plan of merger or conversion that provides for the exchange of Units (in the form outstanding under the Prior LLC Agreement) for common stock of such corporation, (ii) exchange such Units for a combination of common stock of the IPO Corporation and units with revised membership rights in the Company or any Affiliate, or (iii) effect any other type of reorganization, conversion, merger, restructuring and/or reclassification, in each case in accordance with applicable provisions of the Delaware LLC Act, for the express purpose of effecting a Qualified Public Offering;

WHEREAS, the Company formed WIND with the intent that WIND serve as the IPO Corporation and effect a Qualified Public Offering;

WHEREAS, WIND and the Company have entered into an underwriting agreement (the “IPO Underwriting Agreement”) with the several underwriters (the “IPO Underwriters”) named therein, providing for the initial public offering (the “IPO”) of        shares of WIND’s class A common stock, par value $0.001 per share (the “Class A Shares”); and such IPO meets the requirements of a Qualified Public Offering;

WHEREAS, in accordance with Section 8.6(h) of the Prior LLC Agreement, the Board (as defined in the Prior LLC Agreement) has approved the IPO as a Qualified Public Offering pursuant to Section 8.2(e) thereof and the Required Sponsor Approval thereof has been duly obtained, as evidenced by their signatures hereto, and therefore the conversion, exchange or cancellation of Units (in the form outstanding under the Prior LLC Agreement) in connection therewith and pursuant to Section 7.8 thereof does not require further approval pursuant to Section 8.6(h) thereof;

WHEREAS, at the Effective Time, pursuant to the Merger Agreement:  (i) the Merger will occur; (ii) all Units previously outstanding under the Prior LLC Agreement will be exchanged for Series B Membership Interests, Class A Shares or cancelled, in connection with which the Company will issue a number of Series B Membership Interests to each Member receiving a Series B Membership Interest as set forth opposite such Member’s name on Exhibit A hereto; (iii) WIND will issue one share of its class B common stock, par value $0.001 per share (the “Class B Shares”) to each Member for each Series B Membership Interest issued to such Member; and (iv) the Company will issue a number of Series A Membership Interests to WIND equal to the number of Class A Shares issued by WIND pursuant to the Merger Agreement; and immediately after the Effective Time, the Company will issue a number of Series B Membership Interests, and WIND shall issue corresponding Class B Shares, to HSH Nordbank AG, New York Branch, in consideration of the exercise of a warrant for the purchase of Units (in the form outstanding under the Prior LLC Agreement);

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WHEREAS, pursuant to the Blocker Merger Agreement, at the Blocker Merger Effective Time specified therein, WIND will issue      Class A Shares to D. E. Shaw MWPH Acquisition Holdings, L.L.C., and at the Effective Time, the Company will issue      Series A Membership Interests to WIND;

WHEREAS, pursuant to the IPO Underwriting Agreement, WIND will issue      Class A Sharesto the public in the IPO and use the net proceeds received by it to purchase      additional Series A Membership Interests (and may issue additional Class A Shares and purchase an equivalent number of Series A Membership Interests with the net proceeds thereof if and to the extent the IPO Underwriters exercise their option to purchase additional Class A Shares); and

WHEREAS, upon consummation of the IPO, and with the Required Sponsor Approval pursuant to Section 13.5 of the Prior LLC Agreement, as evidenced by their signatures hereto, WIND will serve as the sole managing member (the “Managing Member”) of the Company;

NOW, THEREFORE, the Members and the Company hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Adjusted Capital Account” means, with respect to any Member, the balance in such Member’s Capital Account as of the end of the relevant Fiscal Year or period, adjusted as follows:

(a)increased by the sum of (x) any amounts which such Member is obligated or has agreed to contribute (but has not yet contributed) to the Company and (y) the amounts which such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treas. Reg. § 1.704-1(b)(2)(ii)(c), Treas. Reg. § 1.704-2(g)(1) and Treas. Reg. § 1.704-2(i)(5); and

(b)decreased by the items described in subclauses (4), (5) and (6) of Treas. Reg. § 1.704-1(b)(2)(ii)(d) with respect to such Member.

“Affiliate” means, when used with respect to a specified Person, any Person which (a) directly or indirectly Controls, is Controlled by or is Under Common Control with such specified Person, (b) is an officer, director, general partner, trustee or manager of such specified Person or of a Person described in clause (a), or (c) is a Relative of such specified Person or of an individual described in clauses (a) or (b).

“Agreement” means this Limited Liability Company Agreement.

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“Applicable Law” means, to the extent applicable to the Company or its activities or any Member, as applicable: (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“Assumed Tax Liability” means an amount equal to 43% times the aggregate amount of all items of income, gain, deduction, loss, and credit allocated to such Member pursuant to Section 7.05 (computed without regard to (i.e., ignoring) any reduction in income attributable to any basis adjustments with respect to a Member as a result of the Company’s election pursuant to Section 754 of the Code).

“Blocker Merger Agreement” means the Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto.

“Book Value” means, with respect to any property, such property’s adjusted basis for federal income tax purposes, except as follows:

(a)The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as reasonably determined by the Managing Member;

(b)The Book Values of all properties shall be adjusted to equal their respective fair market values as determined in the Managing Member’s discretion in connection with (i) the acquisition of an interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution to the Company, (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company, or (iii) the liquidation of the Company within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(g)(I) (other than pursuant to Section 708(b)(1)(B) of the Code);

(c)The Book Value of property distributed to a Member shall be the fair market value of such property as determined by the Managing Member; and

(d)The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treas. Reg. § 1.704-1 (b)(2)(iv)(m) and clause (f) of the definition of Net Profits and Net Losses; provided, however, that Book Value shall not be adjusted pursuant to this clause (d) to the extent the Managing Member determines that an adjustment pursuant to clause (b) hereof is necessary or

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appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this clause (d).

If the Book Value of property has been determined or adjusted pursuant to clauses (b) or (d) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Net Profits and Net Losses and other items allocated pursuant to Article 7.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York City, New York are authorized by law to close.

“Business Opportunity” is defined in Section 5.04.

“Capital Account” is defined in Section 7.01(a).

“Capital Contribution” means the amount of all cash capital contributions by a Member to the Company and the fair market value of any property contributed by a Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to under Section 752 of the Code).

“Certificate” is defined in the recitals.

“Change” is defined in the recitals.

“Class A Shares” is defined in the recitals.

“Class B Shares” is defined in the recitals.

“Closing Date” means the closing date of the IPO.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal income tax code.

“Company” is defined in the preamble.

“Company Minimum Gain” means “partnership minimum gain” as that term is defined in Treas. Reg. § 1.704-2(d).

“Control,” including the correlative terms “Controlling,” “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

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“Delaware LLC Act” is defined in the recitals.

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such taxable year, except that (a) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the remedial allocation method pursuant to Treas. Reg. § 1.704-3(d), Depreciation for such taxable year shall be the amount of Book Value recovered for such taxable year under the rules prescribed by Treas. Reg. § 1.704-3(d)(2), and (b) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such taxable year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such taxable year is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Managing Member.

“Depreciation Recapture” is defined in Section 7.05.

“Dispute” is defined in Article 14.

“Economic Risk of Loss” has the meaning assigned to such term in Treas. Reg. § 1.752-2(a).

“Effective Date” is defined in the Merger Agreement.

“Effective Time” is defined in the Merger Agreement.

“Equity Securities” means, as applicable, (a) any capital stock, membership interests, other share capital or securities containing any profit participation features, (b) any securities directly or indirectly convertible or exercisable into or exchangeable for any capital stock, membership interests, other share capital or securities containing any profit participation features, (c) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests, other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible or exercisable into or exchangeable for any capital stock, membership interests, other share capital or securities containing any profit participation features, (d) any share appreciation rights, phantom share rights or other similar rights, or (e) any equity securities, rights or instruments issued or issuable with respect to any of the foregoing referred to in clauses (a) through (d) above in connection with a combination, subdivision, recapitalization, merger, consolidation, conversion, share exchange or other reorganization or similar event or transaction.

“Exchange Agreement” means the Exchange Agreement dated as of the Effective Date among WIND and the other parties thereto.

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“Exchange Rate” is defined in the Exchange Agreement; provided that for purposes of Section 4.02 and Section 4.03, the “Exchange Rate” for determining the number of Series A Membership Interests to be issued, forfeited, vested, redeemed, repurchased or otherwise dealt with in connection with similar actions involving Class A Shares shall be the same for Series A Membership Interests as it is at the time under the Exchange Agreement for Exchanges (as defined in the Exchange Agreement) of Series B Membership Interests for Class A Shares.

“Fair Market Value” means, with respect to specified property as of any date, the fair market value for such property as between a willing buyer under no compulsion to buy and a willing seller under no compulsion to sell in an arm’s length transaction occurring on such date, taking into account all relevant factors determinative of value (including in the case of securities any restrictions on transfer applicable thereto), as is reasonably determined in good faith by the Managing Member.

“Fiscal Year” means, except as otherwise required by Applicable Law, for the Company’s financial reporting and federal income tax purposes, a period commencing January 1 and ending December 31 of each year, or such other period as the Managing Member may determine.

“Indemnitee” is defined in Section 12.02.

“Initiating Party” is defined in Article 14.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“IPO” is defined in the recitals.

“IPO Corporation” is defined in the recitals.

“IPO Underwriters” is defined in the recitals.

“IPO Underwriting Agreement” is defined in the recitals.

“Losses” is defined in Section 12.02.

“Majority Holders,” at any time, means Members holding a majority of the Series B Membership Interests at such time outstanding; provided, however, that if the outstanding Series B Membership Interests represent less than 25% of the aggregate Series B Membership Interests issued at the Effective Time, “Majority Holders” shall mean the Managing Member.

“Managing Member” is defined in the recitals.

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“Member” means (i) until the Effective Time, WIND and any other Merger LLC Member and (ii) upon and after the Effective Time, each Person listed on Exhibit A hereto and each other Person that becomes a member of the Company as provided herein, so long as such Person continues as a member of the Company.

“Membership Interest” means a Series A Membership Interest, Series B Membership Interest or a membership interest in respect of any other class of Membership Interests that hereafter may be issued by the Company in accordance with Section 4.02.

“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treas. Reg. § 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treas. Reg. § 1.704-2(i)(2).

“Member Nonrecourse Deductions” has the meaning assigned to the term “partner nonrecourse deductions” in Treas. Reg. § 1.704-2(i)(1).

“Merger Agreement” is defined in the recitals.

“Merger LLC” is defined in the recitals.

“Merger LLC Certificate” is defined in the recitals.

“Merger LLC Member” is defined in Section 2.02.

“Merger LLC Officers” is defined in Section 2.02(n).

“Merger LLC Unit” is defined in Section 2.02(j).

“Net Profits” and “Net Losses” for any Fiscal Year or other period means, respectively, an amount equal to the Company’s taxable income or loss for such taxable year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a)Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits and Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be added to such taxable income or loss;

(b)Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profits or Net

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Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be subtracted from such taxable income or loss;

(c)In the event the Book Value of any asset is adjusted pursuant to clause (b), clause (c) or clause (d) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses;

(d)Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(e)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such taxable year;

(f)To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses; and

(g)Any items that are allocated pursuant to Section 7.04 shall be determined by applying rules analogous to those set forth in clauses (a) through (f) hereof but shall not be taken into account in computing Net Profits and Net Losses.

“Nonrecourse Deductions” is defined in Treas. Reg. § 1.704-2(b).

“Notice” is defined in Section 15.08.

“Prior LLC Agreement” is defined in the preamble.

“Panel” is defined in Article 14.

“Percentage Interest” of each Member is set forth on Exhibit A hereto, which may be amended from time to time and which shall be equal to a fraction (expressed as a percentage), the numerator of which is the number of Series A Membership Interests and Series B Membership Interests held by such Member and the denominator of which is the number of

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Series A Membership Interests and Series B Membership Interests held by all the Members (it being understood that if the Company hereafter issues any Equity Securities other than Series A Membership Interests or Series B Membership Interests, then this definition shall be changed pursuant to an amendment of this Agreement in accordance with the terms hereof).

“Permitted Transferee” means (i) the spouse of such Member, (ii) any trust, or family partnership or family limited liability company, the sole beneficiary of which is such Member, the spouse of, or any Person related by blood or adoption to, such Member, (iii) an Affiliate of such Member, (iv) in the context of a distribution by such Member to its direct or indirect equity owners substantially in proportion to such ownership, the partners, members or stockholders of such Member, or the partners, members or stockholders of such partners, members or stockholders and (v) any Transferee in a Transfer that complies with Article 10.

“Permitted Transferee Member” means a Permitted Transferee that is admitted as a Member pursuant to the terms of this Agreement.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto.

“Regulatory Allocations” is defined in Section 7.04(b).

“Relative” means any Person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships and any Person sharing such Person’s household (other than a tenant or employee).

“Renounced Business Opportunity” is defined in Section 5.04.

“Responding Party” is defined in Article 14.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Series A Membership Interests” is defined in Section 4.01(a).

“Series B Membership Interests” is defined in Section 4.01(a).

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“Sponsor Group” is defined in Section 5.04.

“Subsidiary” means (a) any corporation, limited liability company or other entity a majority of the capital stock or other equity interests of which having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is at the time owned, directly or indirectly, with power to vote, by the Company or any direct or indirect Subsidiary of the Company or (b) a partnership in which the Company or any direct or indirect Subsidiary is a general partner.

“Subsidiary Partnership” means an entity which is a partnership for U.S. federal income tax purposes and with respect to which the Company Controls, directly or indirectly, the general partner or managing member of such entity or otherwise Controls such entity.

“Tax Distribution Date” is defined in Section 6.02.

“Tax Matters Member” is defined in Section 13.05(a).

“Tax Receivable Agreement” means the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto.

“Transfer” is defined in Section 10.01.

“Transaction Documents” means, collectively, this Agreement, the Exchange Agreement, the Registration Rights Agreement and the Tax Receivable Agreement.

“Treasury Regulations” or “Treas. Reg.” means the Federal income tax regulations promulgated under the Code, as such Treasury Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Treasury Regulations shall be deemed also to refer to any corresponding provisions of succeeding Treasury Regulations).

“WIND” is defined in the recitals.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Annexes are to Articles, Sections, Exhibits and Annexes of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like

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import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

ARTICLE 2

THE EFFECTIVE TIME

Section 2.01.  Prior to, Upon and After the Effective Time.

(a)Prior to the Effective Time, this Agreement shall be Merger LLC’s “operating agreement” within the meaning of the Delaware LLC Act, and the provisions of Article 1, this Article 2 and Section 15.05 shall control.

(b)Upon and after the Effective Time,(i) this Agreement shall amend, restate and replace in its entirety the Prior LLC Agreement and become the limited liability company agreement of the Company and the Company’s “operating agreement” within the meaning of the Delaware LLC Act, and (ii) the provisions of this Article 2, other than subsections (b) and (c) of this Section 2.01, shall be wholly inoperable.

(c)The remaining provisions of Article 3 through Article 15 shall be inoperable until the Effective Time and shall become effective upon the Effective Time.

Section 2.02.  Formation of Merger LLC.  WIND, having filed the Merger LLC Certificate with the Secretary of State pursuant to the Delaware LLC Act, and as the sole member (a “Merger LLC Member”) of Merger LLC, hereby agrees as follows:

(a)Name.  The name of the limited liability company formed by the filing of the Merger LLC Certificate is First Wind Merger, LLC.

(b)Filing of Certificates.  WIND, as an authorized person, within the meaning of the Delaware LLC Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates required or permitted by the Delaware LLC Act to be filed in the Office of the Secretary of State and any other certificates, notices or documents required or permitted by law for Merger LLC to qualify to do business in any jurisdiction in which Merger LLC may wish to conduct business.

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(c)Purposes.  The purposes of Merger LLC are (i) to enter into and perform the Merger Agreement and (ii) to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware LLC Act.

(d)Powers.  In furtherance of its purposes, but subject to all of the provisions of this Agreement, Merger LLC shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Delaware LLC Act.  Merger LLC shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of Merger LLC, and shall have, without limitation, any and all of the powers that may be exercised on behalf of Merger LLC by WIND.

(e)Principal Business Office.  The principal business office of Merger LLC shall be located at such location as may hereafter be determined by WIND.

(f)Registered Office; Registered Agent.  The address of the registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name and address of the registered agent of Merger LLC in the State of Delaware is the Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

(g)Merger LLC Member.  The name of the sole Merger LLC Member is First Wind Holdings Inc. and its mailing address is 179 Lincoln Street, Suite 500, Boston, Massachusetts 02111, Attention:  General Counsel.

(h)Limited Liability.  Except as required by the Delaware LLC Act, the debts, obligations and liabilities of Merger LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of Merger LLC, and WIND shall not be obligated personally for any such debt, obligation or liability of Merger LLC solely by reason of being a Merger LLC Member.

(i)Capital Contributions.  WIND is deemed admitted as a Merger LLC Member upon its execution and delivery of this Agreement.  WIND may, but is not obligated to make any capital contribution to Merger LLC.

(j)Merger LLC Units; Capitalization.  Each Merger LLC Member’s interest in Merger LLC, including such Merger LLC Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of Merger LLC and the right to vote, if any, on certain Merger LLC matters, shall be represented by units of limited liability company interest (each, a “Merger LLC Unit”).  The total number of authorized Merger LLC Units consists of an unlimited number of authorized Merger LLC Units.

(k)Allocation of Profits and Losses.  Merger LLC’s profits and losses shall be allocated solely to WIND.

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(l)Distributions.  Subject to the limitations of Section 18-607 of the Delaware LLC Act and any other applicable law, distributions shall be made to WIND at the times and in the aggregate amounts determined by WIND.

(m)Management.  In accordance with Section 18-402 of the Delaware LLC Act, management of Merger LLC shall be vested in WIND.  WIND shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.  WIND has the authority to bind Merger LLC.

(n)Merger LLC Officers.  WIND may, from time to time as it deems advisable, select natural persons who are employees or agents of Merger LLC and designate them as Merger LLC officers (the “Merger LLC Officers”) and assign titles to any such person.  Unless WIND decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.  Any delegation pursuant to this subsection (n) may be revoked at any time by WIND.  A Merger LLC Officer may be removed with or without cause by WIND.

(o)Other Business.  WIND may engage in or possess an interest in other business ventures of every kind and description, independently or with others.  Merger LLC shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

(p)Exculpation and Indemnification.

(i)To the fullest extent permitted by the laws of the State of Delaware and except in the case of bad faith, gross negligence or willful misconduct, no Merger LLC Member or Merger LLC Officer shall be liable to Merger LLC or any other Merger LLC Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Merger LLC Member or Merger LLC Officer in good faith on behalf of Merger LLC and in a manner reasonably believed to be within the scope of the authority conferred on such Merger LLC Member or Merger LLC Officer by this Agreement.

(ii)Except in the case of bad faith, gross negligence or willful misconduct, each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Merger LLC Member or Merger LLC Officer, shall be indemnified and held harmless by Merger LLC to the fullest extent permitted by the laws of the State of Delaware for directors and officers of

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corporations organized under the laws of the State of Delaware.  Any indemnity under this clause (ii) shall be provided out of and to the extent of Merger LLC’s assets only, and no Merger LLC Member shall have personal liability on account thereof.

(q)        Assignments.  WIND may not assign in whole or in part its limited liability company interest in Merger LLC.

(r)         Resignation.  WIND may at any time resign from Merger LLC.  If WIND resigns pursuant to this subsection (r), an additional Merger LLC Member designated by WIND shall be admitted to Merger LLC, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Merger LLC Member shall cease to be a Merger LLC Member.

(s)        Admission of Additional Merger LLC Members.  One or more additional Merger LLC Members may be admitted to Merger LLC with the written consent of WIND.

(t)         Dissolution.

(i)            Merger LLC shall dissolve and its affairs shall be wound up upon the first to occur of:  (A) the written consent of WIND or (B) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware LLC Act.

(ii)           In the event of dissolution, Merger LLC shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of Merger LLC in an orderly manner), and the assets or proceeds from the sale of the assets of Merger LLC shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Delaware LLC Act.

(u)        Severability.  If any provision of this Section 2.02 or the application thereof is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable to any extent, the remainder of this Section 2.02 and the application of such provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(v)        Entire Agreement.  This Section 2.02 constitutes the entire agreement of WIND with respect to the subject matter of this Section 2.02.

(w)       Amendments.  This Section 2.02 may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by WIND.

(x)        Sole Benefit of Merger LLC Member.  The provisions of this Section 2.02 are intended solely to benefit WIND and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of Merger LLC (and no such creditor

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shall be a third-party beneficiary of this Agreement), and WIND shall have no duty or obligation to any creditor of Merger LLC to make any contributions or payments to Merger LLC.

ARTICLE 3

ORGANIZATION

Section 3.01.  Formation; Amendment and Restatement.  The Company was formed as a Delaware limited liability company under and pursuant to the Delaware LLC Act.  The Members agree to continue the Company as a limited liability company under the Delaware LLC Act, upon the terms and subject to the conditions set forth in this Agreement.  The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Delaware LLC Act and this Agreement.  To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware LLC Act, control.

Section 3.02.  Company Name.  The name of the Company is First Wind Holdings, LLC.  The business of the Company may be conducted under that name or such other names as the Managing Member may from time to time designate; provided, however, that the Company complies with Applicable Law relating to name changes and the use of fictitious and assumed names.

Section 3.03.  Purposes of the Company.  The purposes of the Company are to (a) acquire, own, operate and manage wind power generation projects directly or through Subsidiaries and (b) to carry on any lawful business or activity and to have and exercise all of the powers, rights and privileges which a limited liability company organized pursuant to the Delaware LLC Act may have and exercise.  The Company shall not conduct any business which is forbidden by or contrary to Applicable Law.

Section 3.04.  Principal Place of Business.  The principal place of business of the Company shall be at such place as the Managing Member may designate.  The Company may establish or abandon from time to time such additional offices and places of business as the Managing Member may deem appropriate in the conduct of the Company’s business.

Section 3.05.  Registered Office and Agent.  The name of the registered agent for service of process of the Company and the address of the Company’s registered office in the State of Delaware shall be the initial registered agent named in the Certificate and the office of the initial registered agent named in the Certificate, or such other agent or office in the State of Delaware as the Managing Member or the officers may from time to time determine.

Section 3.06.  Qualification in Other Jurisdictions.  The Managing Member or the Chief Executive Officer shall execute, deliver and file certificates (and any amendments and/or

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restatements thereof) necessary for the Company to qualify to do business in the jurisdictions in which the Company may wish to conduct business.  In those jurisdictions in which the Company may wish to conduct business in which qualification or registration under assumed or fictitious names is required or desirable, the Managing Member or the Chief Executive Officer shall cause the Company to be so qualified or registered in compliance with Applicable Law.

Section 3.07.  Term.  The term of the Company shall continue indefinitely unless the Company is dissolved in accordance with the provisions of this Agreement and the Delaware LLC Act.

Section 3.08.  No State-law Partnership.  The Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Member or officer shall be a partner or joint venturer of any other Member or officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 3.08, and this Agreement shall not be construed to the contrary.  The Members intend that the Company be treated as a partnership for U.S. federal income tax purposes and under state tax laws, and the Company shall not elect to be treated as an association taxable as a corporation.

ARTICLE 4

CAPITALIZATION

Section 4.01.  Membership Interests; Capitalization.

(a)        Membership Interests; Capitalization.  Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by units of limited liability company interest (each, a “Membership Interest”).  The Company shall have two authorized classes of Membership Interests, designated “Series A Membership Interests” and “Series B Membership Interests.”  The total number of authorized Membership Interests consists of an unlimited number of authorized Series A Membership Interests and      Series B Membership Interests.  The ownership by a Member of Membership Interests shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 6 and Article 7.

(b)        Issuances of Series A Membership Interests to Managing Member.  At the Effective Time, the Company shall issue one Series A Membership Interest to the Managing Member, and upon consummation of the IPO, the Company shall issue to the Managing Member the balance of the number of Series A Membership Interests set forth opposite the Managing Member’s name under the column “Series A Membership Interests” set forth on Exhibit A.  The Managing Member shall hold all Series A Membership Interests, and additional Series A

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Membership Interests may only be issued to the Managing Member, in accordance with the terms and conditions of this Agreement.

(c)        Issuances of Series B Membership Interests.  At the Effective Time and pursuant to the Merger Agreement, the Company shall issue to each Member (other than the Managing Member) the number of Series B Membership Interests set forth opposite such Member’s name under the column “Series B Membership Interests” on Exhibit A.  After the Effective Time for each Series B Membership Interest issued to a Member, WIND shall issue one Class B Share to such Member.

(d)        Members.  The Managing Member and the Persons listed on Exhibit A are the sole Members of the Company as of the Effective Time.  Exhibit A will be amended by the Company from time to time in accordance with Section 5.01.

(e)        Certificates; Legends.  Membership Interests shall be issued in non certificated form; provided that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to any such Member holding Series B Membership Interests representing in the aggregate the Series B Membership Interests held by such Member.  If any Series B Membership Interest certificate is issued, then such certificate shall bear a legend substantially in the following form:

THIS CERTIFICATE EVIDENCES SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN FIRST WIND HOLDINGS, LLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE.  THE MEMBERSHIP INTEREST IN FIRST WIND HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.  THE MEMBERSHIP INTEREST IN FIRST WIND HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF FIRST WIND HOLDINGS, LLC, DATED AS OF           , 2010, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

Section 4.02.  Authorization and Issuance of Additional Membership Interests.

(a)        The Managing Member shall have the right to cause the Company to issue and/or create and issue at any time after the date hereof, and for such amount and form of consideration as the Managing Member may determine, additional Membership Interests (of Series A Membership Interests, Series B Membership Interests or new classes) or other Equity Securities of the Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 15.09.  The Managing Member shall have the power to make such amendments to this Agreement in

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order to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 4.02(a), subject to Section 15.09.

(b)        At any time WIND issues one or more Class A Shares (other than an issuance of the type covered by Section 4.02(d)), WIND shall promptly contribute to the Company all the net proceeds (if any) received by WIND with respect to such Class A Share or Class A Shares.  Upon the contribution by WIND to the Company of all of such net proceeds so received by WIND, the Managing Member shall cause the Company to issue a number of Series A Membership Interests determined based upon the Exchange Rate then in effect, registered in the name of WIND.

(c)        At any time WIND issues one or more shares of capital stock of WIND (other than Class A Shares or Class B Shares), WIND shall contribute all (but not less than all) the net proceeds (if any) received by WIND with respect to such share or shares of capital stock to the Company.  After WIND contributes to the Company all (but not less than all) such net proceeds so received by WIND, then, subject to the provisions of Section 4.02(a) and Section 15.09, the Managing Member shall cause the Company to issue a corresponding number of Membership Interests or other Equity Securities of the Company (other than Series A Membership Interests or Series B Membership Interests) (such corresponding number of Membership Interests to be determined in good faith by the Managing Member, taking into account the powers, designations, preferences and rights of such capital stock) registered in the name of WIND.

(d)        At any time WIND issues one or more Class A Shares in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue a corresponding number of Series A Membership Interests, registered in the name of WIND (determined based upon the Exchange Rate then in effect); provided that WIND shall be required to contribute all (but not less than all) the net proceeds (if any) received by WIND from or otherwise in connection with such issuance of one or more Class A Shares, including the exercise price of any option exercised, to the Company.  If any such Class A Shares so issued by WIND in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Series A Membership Interests that are issued by the Company to WIND in connection therewith in accordance with the preceding provisions of this Section 4.02(d) shall be subject to vesting or forfeiture on the same basis; if any of such Class A Shares vest or are forfeited, then a corresponding number of the Series A Membership Interests (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 4.02(d) shall automatically vest or be forfeited.  Any cash or property held by either WIND or the Company or on either’s behalf in respect of dividends paid on restricted Class A Shares that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Shares.

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(e)        For purposes of this Section 4.02, “net proceeds” means gross proceeds to WIND from the issuance of Class A Shares or other securities less all bona fide out-of-pocket expenses of WIND, the Company and their respective Subsidiaries in connection with such issuance.

Section 4.03.  Repurchase or Redemption of Class A Shares. If, at any time, any Class A Shares are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by WIND for cash, then the Managing Member shall cause the Company, concurrently with such repurchase or redemption of Class A Shares, to redeem a corresponding number of Series A Membership Interests held by WIND (determined based upon the Exchange Rate then in effect), at an aggregate redemption price equal to the aggregate purchase or redemption price of the Class A Share or Class A Shares being repurchased or redeemed by WIND (plus any expenses related thereto) and upon such other terms as are the same for the Class A Share or Class A Shares being repurchased or redeemed by WIND.

Section 4.04.  Changes in Common Stock.  Any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of Class A Shares shall be accompanied by an identical subdivision or combination, as applicable, of the Series A Membership Interests.

ARTICLE 5

MEMBERS

Section 5.01.  Names and Addresses.  The names and addresses of the Members are set forth on Exhibit A attached hereto and made a part hereof.  The Managing Member shall cause Exhibit A to be amended from time to time to reflect the admission of any additional Member, the withdrawal or termination of any Member, receipt by the Company of notice of any change of address of a Member or the occurrence of any other event requiring amendment of Exhibit A.

Section 5.02.  No Liability for Status as Member.  The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company; and no Member shall have any personal liability whatsoever solely by reason of its status as a Member, whether to the Company or to any creditor of the Company, for the debts, obligations or liabilities of the Company or for any of its losses beyond the amount of such Member’s personal obligation to pay its Capital Contribution to the Company, and as otherwise set forth in the Delaware LLC Act or under Applicable Law.  Except as otherwise expressly provided in the Delaware LLC Act, the liability of each Member for Capital Contributions shall be limited to the amount of Capital Contributions required to be made by such Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.  In no event shall any Member enter into any agreement or instrument that would create or purport to create personal liability on the part of any other Member for any debts, obligations or liabilities of the Company without the prior written consent of such other Member.  It is acknowledged and

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agreed that no Member is obligated to pay or make any future Capital Contribution to the Company.

Section 5.03.  No Restrictions Of Business Pursuits Of Member.  This Agreement shall not preclude or limit in any respect the right of any Member to engage in or possess any interest in other business ventures of any kind, nature or description.

Section 5.04.  Business Opportunities.

(a)        The Company hereby renounces any interest or expectancy in any business opportunity, transaction or other matter in which any member of the Sponsor Group participates or desires or seeks to participate in and that involves any aspect of the energy business or industry (each, a “Business Opportunity”) other than a Business Opportunity that is identified by the Sponsor Group solely through the disclosure of information by or on behalf of the Company (any other Business Opportunity referred to as a “Renounced Business Opportunity”).  No member of the Sponsor Group shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company, and any member of the Sponsor Group may pursue for itself or direct, sell, assign or transfer to a Person other than the Company any Renounced Business Opportunity.

(b)        Any Person purchasing or otherwise acquiring any Membership Interests shall be deemed to have consented to these provisions.

(c)        As used in this Section 5.04, “Sponsor Group” means, collectively, D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company, D. E. Shaw MWPH Acquisition Holdings, L.L.C., a Delaware limited liability company, Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership, any of their respective Affiliates (other than WIND and its Subsidiaries) and any portfolio company in which D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. or Madison Dearborn Capital Partners IV, L.P., or any of their respective Affiliates has an equity investment (other than WIND and its Subsidiaries).

Section 5.05.  Transactions Between Members and the Company.  Except as otherwise provided by Applicable Law, a Member may, but shall not be obligated to, lend money to the Company, act as a surety or guarantor for the Company, or transact other business with the Company, and has the same rights and obligations when transacting business with the Company as a person or entity who is not a Member, provided such transactions shall be entered into on terms and conditions customary in arm’s length transactions between unrelated parties.

Section 5.06.  Meeting of Members.  Any action permitted or required to be taken by the Members pursuant to this Agreement may be considered at a meeting of such Members held not less than ten days after notification thereof shall have been given by the Managing Member to all Members.  Such notification may be given by the Managing Member, in its discretion, at any time.  Any such notification shall state briefly the purpose, time and place of the meeting.  All such meetings shall be held within or outside the State of Delaware at such reasonable place as

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the Managing Member shall designate and during normal business hours, and may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.  The Members may vote at any such meeting in person or by proxy.  Participation in such a meeting shall constitute presence in person at such meeting.  No notice of the time, place or purpose of any meeting need be given to any Member who, either before or after the time of such meeting, waives such notice in writing.  At any meeting of the Members, the Managing Member, whether present in person or by proxy, shall, except as otherwise provided by law or by this Agreement, constitute a quorum.  Whenever any Company action is to be taken by vote of the Members at a meeting, it shall be authorized upon receiving the affirmative vote of the Managing Member.  For the avoidance of doubt, Members owning Series B Membership Interests shall not be entitled, with respect to such Series B Membership Interests, to vote on or approve or consent to any action permitted or required to be taken or any determination required to be made by the Company or the Members, including the right to vote on or approve or consent to any merger or consolidation involving the Company, or any amendment to this Agreement, other than pursuant to Section 15.09.

Section 5.07.  Action by Members Without Meeting.  Any action permitted or required to be taken by the Members pursuant to this Agreement may be effected at a meeting of the Members or by consent in writing or by electronic transmission of the Managing Member, with the same effect as if taken at a meeting of the Members.

Section 5.08.  Limited Rights of Members.  Other than as provided in this Article 5 and Article 11 (and Article 8 in the case of the Managing Member), no Member, in such Person’s capacity as a Member, shall have the power or authority to act for or on behalf of, or to bind, the Company, or to vote at any meeting of the Members.

ARTICLE 6

DISTRIBUTIONS

Section 6.01.  Distributions.  To the extent permitted by Applicable Law and hereunder, distributions to Members may be declared by the Managing Member out of funds legally available therefor in such amounts and on such terms (including the payment dates of such distributions) as the Managing Member shall determine using such record date as the Managing Member may designate; such distribution shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Managing Member shall have the obligation to make distributions as set forth in Sections 6.02 and 11.01; and provided further that, notwithstanding any other provision herein to the contrary, no distributions shall be made to any Member to the extent such distribution would render the Company insolvent.  For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due.  Promptly following the designation of a record date and the declaration of a distribution pursuant to this Section 6.01, the Managing

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Member shall give notice to each Member of the record date, the amount and the terms of the distribution and the payment date thereof.  In furtherance of the foregoing, it is intended that the Managing Member shall, to the extent permitted by Applicable Law and hereunder, have the right in its sole discretion to make distributions to the Members pursuant to this Section 6.01 in such amounts as shall enable WIND to meet its obligations pursuant to the Tax Receivable Agreement.

Section 6.02.  Distributions for Payment of Income Tax.  On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to the date on which estimated U.S. federal income tax payments are required to be made by calendar year individual taxpayers and each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions), the Company shall make a distribution to each Member of cash in an amount equal to such Member’s Assumed Tax Liability, if any (the “Tax Distributions”)  Distributions pursuant to this Section 6.02 shall be treated as an advance distribution under Section 6.01 and shall be offset against future distributions that such holder of Membership Interests would otherwise be entitled to receive pursuant to Section 6.01.  The calculation of Assumed Tax Liability shall take into account the carry forward of prior losses and the character of the items allocated (e.g., capital or ordinary) and shall treat each distribution made pursuant to this Section 6.02 as a payment of taxes or estimated taxes.  If on a Tax Distribution Date there are not sufficient funds on hand to distribute to each Member the full amount of such Member’s Assumed Tax Liability, distributions pursuant to this Section 6.02 shall be made to the Members to the extent of the available funds in proportion to each Member’s Assumed Tax Liability and the Company shall make future distributions as soon as funds become available to pay the remaining portion of such Member’s Assumed Tax Liability.  To the extent that, on any Tax Distribution Date, a Member would otherwise be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid on such date, the Tax Distributions to such Member shall be increased to ensure that all distributions made pursuant to this Section 6.02 shall be made on a pro rata basis in accordance with Percentage Interests.  In the event of any audit adjustment by a taxing authority that affects the calculation of any Member’s Tax Distribution for any taxable tear, or in the event the Company files an amended return which has such effect, each Member’s Tax Distribution with respect to such year shall be recalculated by giving effect to such audit adjustment or changes reflected in the amended return, as applicable (and by including therein an additional amount that, when distributed to the Members pursuant to this sentence, will be sufficient to cover any interest or penalties incurred by any of Member or former Member in connection therewith), and (x) any shortfall in the amount of Tax Distributions the Members and Former Members received for the relevant taxable years based on such audit recalculated Tax Distribution amount shall promptly be distributed to such Members and Former Members, except to the extent that distributions were made to such Members and former Members pursuant to Section 6.01 in the relevant taxable years and (y) any excess in the amount of Tax Distributions the Members received for the relevant taxable years based audit recalculated Tax Distribution shall be applied against the subsequent Tax Distributions due to such Member.

Section 6.03.  Limitations on Distributions.  Notwithstanding anything to the contrary contained in this Agreement, distributions to Members shall be subject to the restrictions contained in §18-607 of the Delaware LLC Act.

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Section 6.04.  Withholding.

(a)        Authority to Withhold; Treatment of Withheld Amounts.  Each Member hereby authorizes the Company and the Managing Member on behalf of the Company to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Company (pursuant to any provision of United States federal, state or local or foreign law) with respect to such Member or as a result of such Member’s participation in the Company; and if and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such withholding or other tax is paid, which payment shall be deemed to be a distribution with respect to such Member’s Membership Interest in the Company.

(b)        Indemnification.  Each Member shall, to the fullest extent permitted by Applicable Law, indemnify and hold harmless the Managing Member and each other Person (other than the Company) who is or who is deemed to be the responsible withholding agent for United States federal, state or local or foreign income tax purposes against all claims, liabilities and expenses of whatever nature (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result from such Managing Member’s or such other Person’s gross negligence, willful misconduct or fraud) relating to the Company’s, the Managing Member’s or such other Person’s obligation to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Company or any of its Affiliates with respect to such Member or as a result of such Member’s participation in the Company.

(c)        Refunds.  In the event that the Company receives a refund of taxes previously withheld, the economic benefit of such refund shall be apportioned among the Members in a manner reasonably determined by the Managing Member to offset the prior operation of this Section 6.04 in respect of such withheld taxes.

ARTICLE 7

ALLOCATIONS AND TAX MATTERS

Section 7.01.  Capital Accounts and Adjusted Capital Accounts.

(a)        Establishment of Capital Accounts.  There shall be established and maintained for each Member on the books of the Company a capital account (a “Capital Account”). Each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752) and (iii) allocations to such Member of Net Profits and any other items of income or gain allocated to such Member, and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the

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distributed property that such Member is considered to assume or take subject to under Code Section 752), and (iii) allocations to such Member of Net Losses and any other items of loss or deduction allocated to such Member.  The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value.  On the transfer of all or part of a Member’s Membership Interests, the Capital Account of the transferor that is attributable to the transferred Membership Interests shall carryover to the transferee Member in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(1).  A Member that has more than one class of Membership Interests shall have a single Capital Account that reflects all such Membership Interests.

(b)Negative Balances; Interest.  None of the Members shall have any obligation to the Company or to any other Member to restore any negative balance in its Capital Account.  No interest shall be paid by the Company on any Capital Contributions.

(c)No Withdrawal.  No Person shall be entitled to withdraw any part of such Person’s Capital Contributions or Capital Account or to receive any distribution from the Company, except as expressly provided herein.

Section 7.02.  Additional Capital Contributions.  No Member shall be required to make any additional Capital Contributions to the Company or lend any funds to the Company, although any Member may agree with the Managing Member and become obligated to do so.

Section 7.03.  Allocations of Net Profits and Net Losses.  Subject to Section 7.04, Net Profits or Net Losses for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests.

Section 7.04.  Special Allocations.

(a)Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:

(i)Notwithstanding any other provision of this Section 7.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. § 1.704-2(f), (g)(2) and (j).  For purposes of this Section 7.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period.  This Section 7.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith.

(ii)Notwithstanding the other provisions of this Section 7.04 (other than 7.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain

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during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. § 1.704-2(i)(4) and (j)(2).  For purposes of this Section 7.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 7.04(a), other than Section 7.04(a)(i) above, with respect to such taxable period.  This Section 7.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii)Except as provided in Sections 7.04(a)(i) and 7.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 7.04(a)(i) and 7.04(a)(ii).

(iv)In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 7.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 7.04(a) have been tentatively made as if this Section 7.04(a)(iv) were not in this Agreement.

(v)Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.

(vi)Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704-2(i).  If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

(b)Curative Allocation. The allocations set forth in Section 7.04(a) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations.  It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company

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income, gain, loss, or deduction pursuant to this Section 7.04(b).  Therefore, notwithstanding any other provision of this Article 7 (other than the Regulatory Allocations), but subject to the Code and the Treasury Regulations, the Managing Member shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement.  In exercising its discretion under this Section 7.04(b), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

(c)Notwithstanding any other provisions of this Section 7.04, if, following the application of Sections 7.04(a) and 7.04(b), the Managing Member determines in its sole discretion that the allocation provisions in Sections 7.04(a) and 7.04(b) do not reflect the economic arrangements among the Members, then Net Profits and Net Losses shall, following the application of Sections 7.04(a) and 7.04(b), be allocated in the sole discretion of the Managing Member in a manner that the Managing Member concludes reflects the economic arrangements of the Members.

Section 7.05.  Allocation for Income Tax Purposes.

(a)Except as provided in Section 7.05(b), 7.05(c) and 7.05(d), each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Sections 7.03 and 7.04.

(b)The Members recognize that there may be a difference between the Book Value of a Company asset and the asset’s adjusted tax basis at the time of the property’s contribution or revaluation pursuant to this Agreement.  In such a case, all items of tax depreciation, cost recovery, amortization, and gain or loss with respect to such asset shall be allocated among the Members to take into account the disparities between the Book Values and the adjusted tax basis with respect to such properties in accordance with the provisions of Sections 704(b) and 704(c) of the Code and the Treasury Regulations under those sections; provided, however, that any tax items not required to be allocated under Sections 704(b) or 704(c) of the Code shall be allocated in the same manner as such gain or loss would be allocated for book purposes under Sections 7.03 and 7.04.

(c)All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes shall be determined without regard to any election under Section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by Sections 734 and 743 of the Code.

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(d)If any deductions for depreciation, cost recovery or depletion are recaptured as ordinary income upon the sale or other disposition of Company properties, the ordinary income character of the gain from such sale or disposition shall be allocated among the Members in the same ratio as the deductions giving rise to such ordinary income character were allocated.

Section 7.06.  Other Allocation Rules.  All items of income, gain, loss, deduction and credit allocable to Membership Interests that have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as the owner of such Membership Interests, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the regulations thereunder.

Section 7.07.  Certain Costs And Expenses.  The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conducting, or otherwise related to, the business of the Company, and (b) in the sole discretion of the Managing Member, reimburse the Managing Member for any out-of-pocket costs, fees and expenses incurred by it in connection therewith.  To the extent that the Managing Member reasonably determines in good faith that its expenses are related to the business conducted by the Company and/or its subsidiaries (including any good faith allocation of a portion of expenses that so relate to the business of the Company and/or its subsidiaries and that also relate to other businesses or activities of the Managing Member), then the Managing Member may cause the Company to pay or bear all such expenses of the Managing Member, including, costs of securities offerings not borne directly by Members, compensation and meeting costs of its board of directors, cost of periodic reports to its stockholders, litigation costs and damages arising from litigation, accounting and legal costs and franchise taxes (which are not based on, or measured by, income) provided that the Company shall not pay or bear any income tax obligations of the Managing Member; provided further that the payment of Tax Distributions to the Managing Member shall not be prevented by the foregoing.  Payments under this Section 7.07 are intended to constitute reasonable compensation for past or present services and are not “distributions” within the meaning of §18-607 of the Delaware LLC Act.

ARTICLE 8

MANAGEMENT AND CONTROL OF BUSINESS

Section 8.01.  Management.  (a)  The Members shall possess all rights and powers as provided in the Delaware LLC Act and otherwise by Applicable Law.  Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members

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hereby consent to the exercise by the Managing Member of all such powers and rights conferred on them by the Delaware LLC Act with respect to the management and control of the Company.

(b)Other than with respect to the actions described in Section 11.01(a), the Managing Member shall have the power and authority to delegate to one or more other Persons the Managing Member’s rights and powers to manage and control the business and affairs of the Company, including to delegate to agents and employees of a Member or the Company (including any officers thereof), and to delegate by a management agreement or another agreement with, or otherwise to, other Persons.  The Managing Member may authorize any Person (including any Member or officer of the Company) to enter into and perform any document on behalf of the Company.

(c)The Managing Member shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Section 8.02.  Certain Covenants.  The Managing Member shall not, without the prior written consent of the Majority Holders, cause the merger of the Company with or into WIND or any other Subsidiary thereof.

Section 8.03.  Investment Company Act.  The Managing Member shall use its best efforts to insure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act.

ARTICLE 9

OFFICERS

Section 9.01.  Officers.  The officers of the Company shall be a Chief Executive Officer, a Treasurer and a Secretary, and unless determined otherwise by the Managing Member or the Chief Executive Officer, each other officer of WIND shall also be an officer of the Company, with the same title.  All officers shall be appointed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer) and shall hold office until their successors are appointed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer).  Two or more offices may be held by the same individual.  The officers of the Company may be removed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer) at any time for any reason or no reason.

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Section 9.02.  Other Officers and Agents.  The Managing Member may appoint such other officers and agents as it may deem necessary or advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managing Member.

Section 9.03.  Chief Executive Officer.  The Chief Executive Officer shall be the chief executive officer of the Company and shall have the general powers and duties of supervision and management usually vested in the office of a chief executive officer of a company.  He or she shall preside at all meetings of Members if present thereat.  Except as the Managing Member shall authorize the execution thereof in some other manner, he or she shall execute bonds, mortgages and other contracts on behalf of the Company.

Section 9.04.  Treasurer.  The Treasurer shall have the custody of Company funds and securities and shall keep full and accurate account of receipts and disbursements in a book belonging to the Company.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Company in such depositaries as may be designated by the Managing Member or the Chief Executive Officer.  The Treasurer shall disburse the funds of the Company as may be ordered by the Managing Member or the Chief Executive Officer, taking proper vouchers for such disbursements.  He or she shall render to the Managing Member and the Chief Executive Officer whenever either of them may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Company.  If required by the Managing Member, the Treasurer shall give the Company a bond for the faithful discharge of his duties in such amount and with such surety as the Managing Member shall prescribe.

Section 9.05.  Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of Members and all other notices required by Applicable Law or by this Agreement, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer, or by the Managing Member.  He or she shall record all the proceedings of the meetings of the Company in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Managing Member or by the Chief Executive Officer.

Section 9.06.  Other Officers.  Other officers, if any, shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Managing Member or by the Chief Executive Officer.

ARTICLE 10

TRANSFERS OF INTERESTS; ADMITTANCE OF NEW MEMBERS

Section 10.01.  Transfer of Membership Interests.  Other than as provided for below in this Section 10.01 or in Section 10.02, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein

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collectively called a “Transfer”) all or any portion of its Membership Interest except with the written consent of the Managing Member, which may be granted or withheld in its sole discretion.  Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01 and 9.02), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member.  Any Transfer of Series B Membership Interests to a Permitted Transferee of such Member must be accompanied by the transfer of an equal number of corresponding Class B Shares to such Permitted Transferee.  Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 10.01 shall be void ab initio and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member.  A Person acquiring a Member’s Membership Interest pursuant to this Section 10.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 10.04, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 7.01(a).  Notwithstanding anything in this Section 10.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 6.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest.

Section 10.02.  Transfer of WIND’s Interest.  WIND may not Transfer all or any portion of its Membership Interest held in the form of Series A Membership Interests at any time.

Section 10.03.  Lock Up.  The Members (other than WIND and any Member party to an underwriting or lock-up agreement with the IPO Underwriters) may not, from the date hereof and until 180 days after the date of the IPO Underwriting Agreement (as such 180-day period may be extended pursuant to Section 5(k) of the IPO Underwriting Agreement), offer, sell, contract to sell, pledge, Transfer or otherwise dispose of, directly or indirectly, any Class A Shares, Class B Shares or Series B Membership Interests issued pursuant to the Merger Agreement, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Class A Shares, Class B Shares or Series B Membership Interests, whether any such aforementioned transaction is to be settled by delivery of such Class A Shares, Class B Shares or Series B Membership Interests or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of WIND (which consent may be withheld in its sole discretion).

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Section 10.04.  Recognition of Transfer; Substituted and Additional Members.  (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Member hereunder, unless:

(i)the provisions of Section 10.01 or Section 10.02, as applicable, shall have been complied with;

(ii)in the case of a proposed substituted or additional Member (other than a Permitted Transferee described in clauses (i) through (iv) of the definition thereof) that is (i) a competitor or potential competitor of WIND, the Company or their Subsidiaries, (ii) a Person with whom the WIND, the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject WIND, the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member;

(iii)the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer;

(iv)the provisions of Section 10.04(b) shall have been complied with;

(v)the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; or (B) cause an assignment under the Investment Company Act;

(vi)such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations;

(vii)the Managing Member shall have received the opinion of counsel, if any, required by Section 10.04(c) in connection with such Transfer; and

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(viii)all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members.

(b)Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement.  Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Member.  The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 10).  As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission.

(c)As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws.  No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Section 10.05.  Expense of Transfer; Indemnification.  All reasonable costs and expenses incurred by the Managing Member and the Company in connection with any Transfer of a Member’s Membership Interest, including any filing and recording costs and the reasonable fees and disbursements of counsel for the Company, shall be paid by the transferring Member.  In addition, the transferring Member hereby indemnifies the Managing Member and the Company against any losses, claims, damages or liabilities to which the Managing Member, the Company, or any of their Affiliates may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.

Section 10.06.  Exchange Agreement.  In connection with any Transfer of any portion of a Member’s Membership Interest pursuant to the Exchange Agreement, the Managing Member shall cause the Company to take any action as may be required under the Exchange Agreement or requested by any party thereto to effect such Transfer promptly.

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ARTICLE 11

DISSOLUTION AND TERMINATION

Section 11.01.  Dissolution.

(a)The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(i)an election by the Managing Member to dissolve, wind up or liquidate the Company;

(ii)the sale, disposition or transfer of all or substantially all of the assets of the Company;

(iii)the entry of a decree of dissolution of the Company under §18-802 of the Delaware LLC Act; or

(iv)at any time there are no members of the Company, unless the Company is continued in accordance with the Delaware LLC Act.

(b)In the event of a dissolution pursuant to Section 11.01(a), the relative economic rights of each class of Membership Interests immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.01(f) in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with Applicable Laws.

(c)Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company will not terminate until the assets of the Company have been distributed as provided in this Section 11.01 and any filings required by the Delaware LLC Act have been made.

(d)Upon dissolution, the Company shall be liquidated and wound up in an orderly manner in accordance with the provisions of this Section 11.01.  The Managing Member or a Person selected by the Managing Member to act as liquidating trustee, shall wind up the affairs of the Company pursuant to this Agreement.  The Managing Member or liquidating trustee, as applicable, is authorized, subject to the Delaware LLC Act, to sell, exchange or otherwise dispose of the assets of the Company, or to distribute Company assets in kind, as the Managing Member or liquidating trustee shall determine to be in the best interests of the Members.  The reasonable out-of-pocket expenses incurred by the Managing Member or liquidating trustee in connection with winding up the Company (including legal and accounting fees and expenses), all other liabilities or losses of the Company or the Managing Member or liquidating trustee incurred in accordance with the terms of this Agreement, and reasonable compensation for the services of the liquidating trustee shall be borne by the Company.  Except as otherwise required

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by law and except in connection with any gross negligence or willful misconduct of the Managing Member or liquidating trustee, the Managing Member or liquidating trustee shall not be liable to any Member or the Company for any loss attributable to any act or omission of the Managing Member or liquidating trustee taken in good faith in connection with the winding up of the Company and the distribution of Company assets.  The Managing Member or liquidating trustee may consult with counsel and accountants with respect to winding up the Company and distributing its assets and shall be justified in acting or omitting to act in accordance with the advice or opinion of such counsel or accountants, provided that the Managing Member or liquidating trustee shall have used reasonable care in selecting such counsel or accountants.

(e)Upon dissolution of the Company, the expenses of liquidation (including compensation for the services of the liquidating trustee and legal and accounting fees and expenses) and the Company’s liabilities and obligations to creditors shall be paid, or reasonable provisions shall be made for payment thereof, in accordance with Applicable Law, from cash on hand or from the liquidation of Company properties.

(f)A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Section 11.01 to minimize any losses otherwise attendant upon such winding up.  Notwithstanding the generality of the foregoing, within 180 calendar days after the effective date of dissolution of the Company, the assets of the Company shall be distributed in the following manner and order: (i) all debts and obligations of the Company, if any, shall first be paid, discharged or provided for by adequate reserves; and (ii) the balance shall be distributed to the Members in accordance with Section 6.01.

(g)The Managing Member or liquidating trustee shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood and agreed that any such return shall be made solely from Company assets).

Section 11.02.  Termination.  The Company shall terminate when all of the assets of the Company, after payment or reasonable provision for the payment of all debts, liabilities and obligations of the Company, shall have been distributed in the manner provided for in this Article 11 and the Certificate shall have been canceled in the manner required by the Delaware LLC Act.

ARTICLE 12

EXCULPATION AND INDEMNIFICATION

Section 12.01.  Exculpation.  To the fullest extent permitted by Applicable Law, and except as otherwise expressly provided herein, no Indemnitee shall be liable to the Company or any other Indemnitee for any Losses, which at any time may be imposed on, incurred by, or asserted against, the Company or any other Indemnitee as a result of or arising out of the

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activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority reasonably believed by such Indemnitee to be conferred on such Indemnitee, except to the extent such Losses arise out of (i) the Indemnitee’s failure to act in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, the Indemnitee’s not having any reasonable cause to believe such conduct was unlawful, (ii) the Indemnitee’s material breach of this Agreement or any other Transaction Document, or (iii) the Indemnitee’s gross negligence or willful misconduct.

Section 12.02.  Indemnification.  To the fullest extent permitted by Applicable Law, each of (a) the Members, the Managing Member and their respective Affiliates, (b) the stockholders, members, managers, directors, officers, partners, employees and agents of the Members and the Managing Member and their respective Affiliates, and (c) the officers of the Company (each, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, “Losses”), which at any time may be imposed on, incurred by, or asserted against, the Indemnitee as a result of or arising out of this Agreement, the Company, its assets, business or affairs or the activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority reasonably believed to be conferred on such Indemnitee; provided, however, that the Indemnitee shall not be entitled to indemnification for any Losses to the extent such Losses arise out of (i) the Indemnitee’s failure to act in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, the Indemnitee’s not having any reasonable cause to believe such conduct was unlawful, (ii) the Indemnitee’s material breach of this Agreement or any other Transaction Document, or (iii) the Indemnitee’s gross negligence or willful misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner specified in clause (i), (ii) or (iii) above. Any indemnification pursuant to this Article 12 shall be made only out of the assets of the Company and no Member shall have any personal liability on account thereof.

Section 12.03.  Expenses.  Expenses (including reasonable legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in Section 12.02 shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as provided in this Article 12.

Section 12.04.  Non-Exclusivity.  The indemnification and advancement of expenses set forth in this Article 12 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Delaware LLC Act, this Agreement, any other agreement, a policy of insurance or otherwise.  The

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indemnification and advancement of expenses set forth in this Article 12 shall continue as to an Indemnitee who has ceased to be a named Indemnitee and shall inure to the benefit of the heirs, executors, administrators, successors and permitted assigns of such a Person.

Section 12.05.  Insurance.  The Company may purchase and maintain insurance on behalf of the Indemnitees against any liability asserted against them and incurred by them in such capacity, or arising out of their status as Indemnitees, whether or not the Company would have the power to indemnify them against such liability under this Article 12.

ARTICLE 13

ACCOUNTING AND RECORDS; TAX MATTERS

Section 13.01.  Accounting and Records.  The books and records of the Company shall be made and maintained, and the financial position and the results of its operations recorded, at the expense of the Company, in accordance with such method of accounting as is determined by the Managing Member.  The books and records of the Company shall reflect all Company transactions and shall be made and maintained in a manner that is appropriate and adequate for the Company’s business.

Section 13.02.  Tax Returns.  The Company shall prepare and timely file all U.S. federal, state and local and foreign tax returns required to be filed by the Company.  Unless otherwise agreed by the Managing Member, any income tax return of the Company shall be prepared by an independent public accounting firm of recognized national standing selected by the Managing Member.  Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed.  The Company shall deliver to each Member as soon as practicable, but in any event within 180 days, after the end of the applicable Fiscal Year, a Schedule K-1 together with such additional information as may be required by the Members in order to file their individual returns reflecting the Company’s operations. The Company shall bear the costs of the preparation and filing of its tax returns.

Section 13.03.  Tax Partnership.  Neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law or to be classified as other than a partnership pursuant to Treas. Reg. § 301.7701-3.

Section 13.04.  Tax Elections. The Managing Member shall, on behalf of the Company, make the following elections on the appropriate forms or tax returns:

(a)to adopt the calendar year as the Company’s taxable year or Fiscal Year, if permitted under the Code;

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(b)to adopt the accrual method of accounting and to keep the Company’s books and records on the U.S. federal income tax method;

(c)to elect to amortize the organizational expenses of the Company as permitted by Code Section 709(b);

(d)as required by the Tax Receivable Agreement, to make an election under Code Section 754 with respect to the Company (and to cause each Subsidiary Partnership to make such an election under Code Section 754), which elections shall be in effect for each Fiscal Year in which any Sponsor Transfers Series B Membership Interests pursuant to the Exchange Agreement; and

(e)any other election the Managing may deem appropriate and in the best interests of the Members.

Section 13.05.  Tax Matters Member.

(a)The Managing Member shall be the “tax matters partner” of the Company as defined in Code Section 6231(a)(7) (the “Tax Matters Member”). The Tax Matters Member shall take such action as may be necessary to cause to the extent possible each other Member to become a notice partner within the meaning of Code Section 6231 (a)(8).  The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity.

(b)Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

(c)Any Member that enters into a settlement agreement with respect to any partnership item (within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 days from the date of the settlement.

(d)No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of partnership items for any taxable year without first notifying the other Members. If the Managing Member consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members.  If such consent is not obtained within 30 days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf.  Any Member intending to file a petition under Code Sections 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to

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file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed.

(e)If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with treatment of that item by the other Members.

ARTICLE 14

ARBITRATION

The Members shall attempt in good faith to resolve all claims, disputes and other disagreements arising hereunder or under the Exchange Agreement (each, a “Dispute”) by negotiation.  If a Dispute cannot be resolved in such manner, such Dispute shall, at the request of any party, after providing written notice to the other parties to the Dispute, be submitted to arbitration in The City of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.  The proceeding shall be confidential.  The party initially asserting the Dispute (the “Initiating Party”) shall notify the other party (the “Responding Party”) of the name and address of the arbitrator chosen by the Initiating Party and shall specifically describe the Dispute in issue to be submitted to arbitration.  Within 30 days of receipt of such notification, the Responding Party shall notify the Initiating Party of its answer to the Dispute, any counterclaim which it wishes to assert in the arbitration and the name and address of the arbitrator chosen by the Responding Party.  If the Responding Party does not appoint an arbitrator during such 30-day period, appointment of the second arbitrator shall be made by the American Arbitration Association upon request of the Initiating Party.  The two arbitrators so chosen or appointed shall choose a third arbitrator, who shall serve as president of the panel of arbitrators (the “Panel”) thus composed.  If the two arbitrators so chosen or appointed fail to agree upon the choice of a third arbitrator within 30 days from the appointment of the second arbitrator, the third arbitrator will be appointed by the American Arbitration Association upon the request of the arbitrators or either of the parties.  In all cases, the arbitrators must be persons who are knowledgeable about, and have recognized ability and experience in dealing with, the subject matter of the Dispute.  The arbitrators will act by majority decision.  Any decision of the arbitrators shall (a) be rendered in writing and shall bear the signatures of at least two arbitrators, and (b) identify the members of the Panel.  Absent fraud or manifest error, any such decision of the Panel shall be final, conclusive and binding on the parties to the arbitration and enforceable by a court of competent jurisdiction.  The expenses of the arbitration shall be borne equally by the parties to the arbitration; provided, however, that each party shall pay for and bear the costs of its own experts, evidence and legal counsel, unless the arbitrator rules otherwise in the arbitration.  The parties shall complete all discovery within 30 days after the Panel is composed, shall complete the presentation of evidence to the Panel within 15 days after the completion of discovery, and a final decision with respect to the matter submitted to

39

arbitration shall be rendered within 15 days after the completion of presentation of evidence.  The parties shall cause to be kept a record of the proceedings of any matter submitted to arbitration hereunder.

ARTICLE 15

MISCELLANEOUS PROVISIONS

Section 15.01.  Entire Agreement.  This Agreement and the other Transaction Documents constitute the entire agreement and understanding by the Members and the Company with respect to the subject matter hereof and supersede any prior agreement or understanding by the Members with respect to such subject matter.

Section 15.02.  Binding on Successors.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 15.03.  Managing Member’s Business.  WIND, as the sole Managing Member of the Company, hereby agrees that it (a) will not conduct any business other than the management and ownership of the Company and its Subsidiaries and (b) shall not own any other assets (other than on a temporary basis).  Notwithstanding the foregoing, WIND may take such actions and own such assets as are necessary or appropriate to comply with Applicable Law, including compliance with its responsibilities as a public company under the U.S. federal securities laws, incur indebtedness and take any other action or own any other asset that the board of directors of WIND determines in good faith is in the best interest of the Company.

Section 15.04.  Debt or Equity Financing.  WIND shall not dividend or distribute to its stockholders all or any portion of the proceeds of any debt or equity financing (including a financing involving any equity-linked securities); provided, however, that WIND may use the proceeds of a financing involving solely the issuance of common stock of WIND to repurchase other common stock held by a stockholder of WIND as long as such repurchase is done at a price that does not exceed the gross price per share of common stock issued in such financing.

Section 15.05.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

Section 15.06.  Headings.  All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

40

Section 15.07.  Severability.  If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held illegal, invalid or unenforceable, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby.

Section 15.08.  Notices.  All notices, requests, consents and other communications hereunder (each, a “Notice”) to the Company or any Member shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 15.08) or nationally recognized overnight courier, addressed to such Member at the address or facsimile number set forth in Exhibit A hereto, or below with respect to the Company, or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:

If to the Company, to:

First Wind Holdings, LLC

c/o First Wind Holdings Inc.

179 Lincoln Street, Suite 500

Boston, MA  02111

Telephone: 617-960-2888

Facsimile: 617-960-2889

Attention: General Counsel

with a copy (which shall not constitute notice to the Company) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY  10017

Telephone: 212-450-4565

Facsimile: 212-701-5565

Attention: Joseph A. Hall

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 15.08, if sent prior to 5:00 p.m. in the place of receipt and such day is a Business Day; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

Section 15.09.  Amendments.  This Agreement may be amended (including, for purposes of this Section 15.09, any amendment effected directly or indirectly by way of a merger or consolidation of the Company) or waived, in whole or in part, by the Managing Member; provided, however, that (i) to the extent any amendment or waiver, including any amendment or waiver of the Exhibits attached hereto, would disproportionately and adversely affect the rights of any Member holding Series B Membership Interests compared with the rights of any other

41

Member holding Series B Membership Interests, such amendment or waiver may only be made by the Managing Member upon the prior written consent of such disproportionately and adversely affected Member, (ii) to the extent any amendment or waiver, including any amendment or waiver of the Exhibits attached hereto, would disproportionately and adversely affect the rights of holders of Series B Membership Interests compared with the rights of holders of Series A Membership Interests or any other series or class of Membership Interest, such amendment or waiver may only be made by the Managing Member upon the prior written consent of the Majority Holders, and (iii) the following provisions may not be amended by the Managing Member in any manner adverse to a Member holding Series B Membership Interests without the prior written consent of the Majority Holders:  Section 6.01, Section 6.02, Article 7, Section 8.02, Section 10.04(a)(vi), Section 13.02, Section 13.03, Section 13.04(d) and Section 15.04.

Section 15.10.  Consent to Jurisdiction.  Subject to Article 14, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought and maintained exclusively in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York located in the County of New York.  Each of the parties irrevocably consents to submit to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding.  Process in any such suit, action or proceeding in such courts may be served, and shall be effective, on any party anywhere in the world, whether within or without the jurisdiction of any such court, by any of the methods specified for the giving of Notices pursuant to Section 15.08.  Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection or defense that it may now or hereafter have based on venue, inconvenience of forum, the lack of personal jurisdiction and the adequacy of service of process (as long as the party was provided Notice in accordance with the methods specified in Section 15.08) in any suit, action or proceeding brought in such courts.

Section 15.11.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

42

IN WITNESS WHEREOF, WIND, the Company and the Members named below have duly executed this Agreement as of the date first written above.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:		D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C., AS SPONSOR EXERCISING REQUIRED SPONSOR APPROVAL UNDER THE PRIOR LLC AGREEMENT
	By:		D. E. SHAW & CO., L.L.C., AS MANAGER
			By:
				Name:
				Title:
By:		MADISON DEARBORN CAPITAL PARTNERS IV, L.P., AS SPONSOR EXERCISING REQUIRED SPONSOR APPROVAL UNDER THE PRIOR LLC AGREEMENT
	By:		MADISON DEARBORN PARTNERS IV, L.P.
	Its:		GENERAL PARTNER
	By:		MADISON DEARBORN CAPITAL PARTNERS, LLC
	Its:		GENERAL PARTNER
			By:
				Name:
				Title:
By:
	Name:
	Title:		as Member exercising Special B Approval under the Prior LLC Agreement

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C., as Member
By:	D. E. SHAW & CO., L.L.C., AS MANAGER
	By:
		Name:
		Title:
MADISON DEARBORN CAPITAL PARTNERS IV, L.P.,
as Member
By:	MADISON DEARBORN PARTNERS IV, L.P.
Its:	GENERAL PARTNER
By:	MADISON DEARBORN CAPITAL PARTNERS, LLC
Its:	GENERAL PARTNER
	By:
		Name:
		Title:
By:
	Name:	[Paul Gaynor]
	Title:	Member

2

[NAME]
By:
	Name:
	Title:

3

Exhibit A

Name and Address of Member	Number of Series A Membership Interests	Number of Series B Membership Interests	Percentage Interest
First Wind Holdings Inc. 179 Lincoln Street, Suite 500 Boston, MA 02111 Telephone: 617-960-2888 Facsimile: 617-960-2889 Attention: General Counsel		N/A
D. E. Shaw MWP Acquisition Holdings, L.L.C. [Address] Telephone: Facsimile: Attention:	N/A
Madison Dearborn Capital Partners IV, L.P. [Address] Telephone: Facsimile: Attention:	N/A
[Name] [Address] Telephone: Facsimile: Attention:	N/A
[Name] [Address] Telephone: Facsimile: Attention:	N/A
Total			100	%

Annex I

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.,

FIRST WIND HOLDINGS, LLC

and

FIRST WIND MERGER, LLC

Dated as of           , 2010

EX-10.34

Exhibit 10.34

Exhibit D

to Merger Agreement

TAX RECEIVABLE AGREEMENT

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

THE SERIES B MEMBERS OF FIRST WIND HOLDINGS, LLC

Dated as of           , 2010

TABLE OF CONTENTS

	PAGE
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions	2
Section 1.02. Other Definitional and Interpretative Provisions	10
ARTICLE 2
DETERMINATION OF CUMULATIVE REALIZED TAX BENEFIT
Section 2.01. Exchange Basis Schedule	11
Section 2.02. Tax Benefit Schedule	11
Section 2.03. Procedures, Amendments.	12
ARTICLE 3
TAX BENEFIT PAYMENTS
Section 3.01. Payments.	13
Section 3.02. No Duplicative Payments	14
Section 3.03. Pro Rata Payments	14
ARTICLE 4
TERMINATION
Section 4.01. Early Termination and Breach of Agreement.	14
Section 4.02. Early Termination Notice	16
Section 4.03. Payment upon Early Termination.	16
ARTICLE 5
SUBORDINATION AND LATE PAYMENTS
Section 5.01. Subordination	17
Section 5.02. Late Payments by WIND	17
ARTICLE 6
NO DISPUTES; CONSISTENCY; COOPERATION
Section 6.01. Series B Member Participation in WIND’s and the Company’s Tax Matters	17
Section 6.02. Consistency	18
Section 6.03. Cooperation	18
Section 6.04. Section 754 Elections	18

i

ARTICLE 7
MISCELLANEOUS
Section 7.01. Notices	18
Section 7.02. Counterparts	19
Section 7.03. Entire Agreement; No Third Party Beneficiaries	19
Section 7.04. Governing Law	20
Section 7.05. Severability	20
Section 7.06. Successors; Assignment; Amendments; Waivers	20
Section 7.07. Titles and Subtitles	21
Section 7.08. Resolution of Disputes	21
Section 7.09. Reconciliation	22
Section 7.10. Withholding	23
Section 7.11. Admission of WIND into a Consolidated Group; Transfers of Corporate Assets	23
Section 7.12. Confidentiality	24
Section 7.13. LLC Agreement	24
Section 7.14. Change in Tax Law	25
Section 7.15. WAIVER OF JURY TRIAL	25

ii

TAX RECEIVABLE AGREEMENT

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

THE SERIES B MEMBERS OF FIRST WIND HOLDINGS, LLC

TAX RECEIVABLE AGREEMENT, dated as of        , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and each of the undersigned parties hereto identified as “Series B Members.”  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, the Series B Members hold Series B membership interests (“Series B Membership Interests”) in the Company, which is treated as a partnership for United States federal income tax purposes;

WHEREAS, WIND is the managing member of, and holds and will hold Series A membership interests (“Series A Membership Interests”) in, the Company;

WHEREAS, as a result of the Series B Members agreeing to hold Series B Membership Interests rather than transferring all of their Series B Membership Interests in exchange for WIND’s class A common stock, par value $0.001 per share (“Class A Shares”), WIND is expected to incur significantly lower Tax liabilities on an ongoing basis with respect to the operations of the Company;

WHEREAS, the Series B Membership Interests (together with the Class B Shares) are exchangeable for Class A Shares of WIND;

WHEREAS, the Company and each of its direct and indirect subsidiaries that is treated as a partnership for United States federal income tax purposes has or will have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”), for each Taxable Year in which an exchange of Series B Membership Interests (together with Class B Shares) for Class A Shares occurs, which election is intended to result in an adjustment to the Tax basis of the assets owned by the Company and such subsidiaries (solely to the extent allocated to WIND) at the time (each such time, an “Exchange Date”) of

an exchange of Series B Membership Interests (together with the Class B Shares) for Class A Shares or any other deemed or actual acquisition of Series B Membership Interests by WIND for cash or otherwise (collectively, an “Exchange”) by reason of such Exchange and the payments under this Agreement;

WHEREAS, the income, gain, loss, expense and other Tax items of (i) WIND, as a member of the Company (and in respect of each of the Company’s direct and indirect subsidiaries treated as a partnership for United States federal income tax purposes) may be affected by the Basis Adjustment and (ii) WIND may be affected by the Imputed Interest; and

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis Adjustment and the Imputed Interest on the actual liability for Taxes of WIND;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Advisory Firm” means       , or any other accounting firm that is a nationally recognized as being expert in Tax matters and that is appointed by the Board.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreed Rate” means LIBOR.

“Agreement” is defined in the preamble.

“Amended Schedule” is defined in Section 2.03(b) of this Agreement.

“Applicable Law” means, to the extent applicable to WIND, the Company or their activities or any Series B Member, as applicable: (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

2

“Applicable Series B Member” means in respect of that portion of any Tax Benefit Payment that arises from an Exchange or a deemed Exchange pursuant to clause (6) of the definition of “Valuation Assumptions,” the Exchanging Series B Member or Series B Member deemed to Exchange, as applicable.

“Basis Adjustment” means the adjustment to the Tax basis of an Exchange Asset as a result of an Exchange or the payments made pursuant to this Agreement, under the principles of Section 732(b) of the Code (in situations where, as a result of one or more Exchanges, the Company becomes an entity that is disregarded as separate from its owner for U.S. federal income Tax purposes), Section 1012 of the Code or Sections 743(b) and 754 of the Code (including in situations where, following an Exchange, the Company remains in existence as an entity for U.S. federal income Tax purposes) and, in each case, comparable sections of state and local Tax laws.  Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Series B Membership Interests (together with the Class B Shares) shall be determined without regard to any Pre-Exchange Transfer of such Series B Membership Interests (together with the Class B Shares) and as if any such Pre-Exchange Transfer had not occurred.

A “Beneficial Owner” means, with respect to a security,  any Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security.  The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings.

“Board” means the board of directors of WIND.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York City, New York are authorized by law to close.

“Change in Tax Law” is defined in Section 7.14 of this Agreement.

“Change of Control” means the occurrence of any of the following events:

(i)any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities and Exchange Act of 1934, or any successor provisions thereto, becomes the Beneficial Owner, directly or indirectly, of securities of WIND representing more than fifty

3

percent (50%) of the combined voting power of WIND’s then outstanding voting securities; or

(ii)the following people cease for any reason to constitute a majority of the number of directors of WIND then serving: people who, on the date of the consummation of the IPO, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to an election of directors of WIND) whose appointment or election by the Board or nomination for election by WIND’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date of the consummation of the IPO or whose appointment, election or nomination for election was previously so approved or recommended by the directors referred to in this clause (ii); or

(iii)there is consummated a merger or consolidation of WIND with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) all of the Persons who were the respective Beneficial Owners of the voting securities of WIND immediately prior to such merger or consolidation do not Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation; or

(iv)the stockholders of WIND approve a plan of complete liquidation or dissolution of WIND or there is consummated an agreement or series of related agreements for the sale or other disposition, directly, or indirectly, by WIND of all or substantially all of WIND’s assets, other than such sale or other disposition by WIND of all or substantially all of WIND’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of WIND in substantially the same proportions as their voting power of WIND immediately prior to such sale.

4

Notwithstanding the foregoing, (x) the ownership by D.E. Shaw L.P., Madison Dearborn Capital IV, L.P. (and any of their respective Affiliates) of any securities of WIND shall not contribute to or be deemed to cause the occurrence of a Change of Control and (y) except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of capital stock of WIND immediately prior to such transaction or series of transactions continue to have substantially the same proportionate voting power in an entity which owns all or substantially all of the assets of WIND immediately following such transaction or series of transactions.

“Class A Shares” is defined in the recitals.

“Class B Shares” means WIND’s class B common stock, par value $0.001 per share.

“Code” is defined in the recitals.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Corporation Return” means the United States federal and/or state and/or local Tax Return, as applicable, of WIND filed with respect to Taxes for any Taxable Year.

“Cumulative Net Realized Tax Benefit” for a Taxable Year means the cumulative amount (but not less than zero) of Realized Tax Benefits for all Taxable Years of WIND, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period.  The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

“Default Rate” means LIBOR plus 300 basis points.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state and local Tax law, as applicable, or any other event (including the execution of an IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“Dispute” is defined in Section 7.08(a) of this Agreement.

“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

5

“Early Termination Notice” is defined in Section 4.02 of this Agreement.

“Early Termination Schedule” is defined in Section 4.02 of this Agreement.

“Early Termination Payment” is defined in Section 4.03(b) of this Agreement.

“Early Termination Rate” means the sum of (i) the long-term Treasury rate in effect on the applicable date and (ii) the excess, if any, of (x) the interest rate on the longest-maturity debt obligation of WIND (as reflected on its consolidated balance sheet) then-outstanding over (y) the then-current interest rate for U.S. Treasury bonds with a term to maturity that is equivalent to the term of such debt obligation.

“Exchange” is defined in the recitals; “Exchanged” and “Exchanging” shall have correlative meanings.

“Exchange Assets” means each asset that is held by the Company, or by any of its direct or indirect subsidiaries treated as a partnership or disregarded entity for purposes of the applicable Tax, at the time of an Exchange.

“Exchange Basis Schedule” is defined in Section 2.01 of this Agreement.

“Exchange Date” is defined in the recitals.

“Exchange Payment” is defined in Section 5.01 of this Agreement.

“Expert” is defined in Section 7.09 of this Agreement.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of WIND or any consolidated group of which WIND is a member (or the Company, but only with respect to income of the Company the Tax liability for which is allocable to WIND for such Taxable Year using the same methods, elections, conventions and similar practices used on the relevant Corporation Return) as would be shown on its Tax Return (including any consolidated return in which WIND joins) but (i) using the Non-Stepped Up Tax Basis as reflected on the Exchange Basis Schedule including amendments thereto for the Taxable Year instead of the Tax basis of the Exchange Assets reflecting the Basis Adjustments and (ii) excluding any deduction attributable to Imputed Interest for the Taxable Year.  Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Basis Adjustment or to the Imputed Interest.

6

“Imputed Interest” shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local Tax law with respect to WIND’s payment obligations under this Agreement.

“IPO” means the initial public offering of Class A Shares by WIND.

“IRS” means the United States Internal Revenue Service.

“LIBOR” means, with respect to any one-month period, the rate per annum equal to the British Bankers Association LIBOR Rate from Telerate Successor Page 3750, as published by Reuters at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such period, as the rate for dollar deposits with a maturity comparable to such period.

“LLC Agreement” means the Limited Liability Company Agreement of the Company dated as of      , 2010, as amended.

“Market Value” means the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided, further, that if the Class A Shares are not then listed on a national securities exchange, “Market Value” shall mean the fair market value of the Class A Shares, as determined by the Board in good faith.

“Material Objection Notice” is defined in Section 4.02 of this Agreement.

“Series B Member Representative” means D. E. Shaw MWP Acquisition Holdings, L.L.C. (attn: Bryan Martin).

“Series B Members” means the parties hereto, other than WIND, and each other Person who from time to time executes a Joinder Agreement in the form attached hereto as Exhibit A.

“Net Tax Benefit” is defined in Section 3.01(b).

“Non-Stepped Up Tax Basis” means, with respect to any asset at any time, the Tax basis that such asset would have had at such time if no Basis Adjustments had been made.

“Notice” is defined in Section 7.01.

“Objection Notice” is defined in Section 2.03(a).

7

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“Pre-Exchange Transfer” means any transfer (including upon the death of a Series B Member) of one or more Series B Membership Interests (together with the Class B Shares) (i) that occurs prior to an Exchange of such Series B Membership Interests (together with the Class B Shares), and (ii) to which Section 743(b) or 734(b) of the Code applies.

“Realized Tax Benefit” means, for a Taxable Year, the net excess, if any, of the Hypothetical Tax Liability over the actual liability for Taxes of WIND (or, without duplication, the Company, but only with respect to income of the Company the Tax liability for which is allocable to WIND for such Taxable Year using the same methods, elections, conventions and similar practices used on the relevant Corporation Return).  If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“Realized Tax Detriment” means, for a Taxable Year, the net excess, if any, of the actual liability for Taxes of WIND (or, without duplication, the Company, but only with respect to income of the Company the Tax liability for which is allocable to WIND for such Taxable Year using the same methods, elections, conventions and similar practices used on the relevant Corporation Return) over the Hypothetical Tax Liability for such Taxable Year.  If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

“Reconciliation Dispute” is defined in Section 7.09 of this Agreement.

“Reconciliation Procedures” shall mean those procedures set forth in Section 7.09 of this Agreement.

“Schedule” means any of (i) an Exchange Basis Schedule, (ii) a Tax Benefit Schedule or (iii) an Early Termination Schedule.

“Senior Obligations” is defined in Section 5.01 of this Agreement.

“Series A Membership Interests” is defined in the recitals.

“Series B Membership Interests” is defined in the recitals

8

“Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“Subsidiary Stock” means any stock or other equity interest in any subsidiary entity of the Company that is treated as a corporation for United States federal income tax purposes.

“Tax Benefit Payment” is defined in Section 3.01(b) of this Agreement.

“Tax Benefit Schedule” is defined in Section 2.02 of this Agreement.

“Tax Return” means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“Taxable Year” means a taxable year of WIND as defined in Section 441(b) of the Code or comparable section of state or local Tax law, as applicable (and, therefore, may include a period of less than 12 months for which a Tax Return is prepared) in which there is a Basis Adjustment or increased depreciation, amortization or interest deductions attributable to an Exchange.

“Taxes” means any and all United States federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such taxes; “Tax” has a correlative meaning.

“Taxing Authority” shall mean any domestic, federal, national, state.  county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

“Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Valuation Assumptions” shall mean, as of an Early Termination Date, or following a Change of Control, as applicable, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, WIND will have sufficient taxable income to fully utilize the deductions arising from the Basis Adjustments and the Imputed Interest, (2) the U.S. federal income Tax rates and

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state and local income Tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other applicable laws as in effect on the Early Termination Date, (3) any loss carryovers generated by any Basis Adjustment or Imputed Interest and available as of the date of the Early Termination Schedule will be utilized by WIND on a pro rata basis from the date of the Early Termination Schedule through the date that is 5 years prior to the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets (other than Subsidiary Stock) will be disposed of on the fifteenth anniversary of the earlier of (x) the Basis Adjustment and (y) the Early Termination Date; provided, however, that, in the event of a Change of Control involving a sale of assets, non-amortizable assets shall be deemed disposed of at the time of such sale, if earlier, (5) any Subsidiary Stock will be deemed never to be disposed of and (6) if, at the Early Termination Date, there are Series B Membership Interests that have not been Exchanged, then each such Series B Membership Interest shall be deemed to be Exchanged for the Market Value of the Class A Shares and the amount of cash that would have been received if the Exchange occurred on the Early Termination Date.

“WIND” is defined in the preamble.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

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ARTICLE 2
DETERMINATION OF CUMULATIVE REALIZED TAX BENEFIT

Section 2.01.  Exchange Basis Schedule.  Within 60 calendar days after the filing of the United States federal income Tax Return of WIND for each Taxable Year, WIND shall deliver to the Series B Member Representative a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail (i) the Non-Stepped Up Tax Basis of the Exchange Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period or periods, if any, over which the Exchange Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets, shall be based on the Valuation Assumptions).

Section 2.02.  Tax Benefit Schedule.  (a) Within 60 calendar days after the filing of the United States federal income Tax return of WIND for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, WIND shall provide to the Series B Member Representative a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”).  On no more than a quarterly basis, WIND agrees to, at the request of the Series B Member Representative, confirm the value of the applicable Class A Shares with respect to any Exchanges in the prior calendar quarter.  The Tax Benefit Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(b)).

(b)   Applicable Principles.  Subject to Section 3.03, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of WIND for such Taxable Year attributable to the Basis Adjustments and Imputed Interest.  The actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by WIND for the Series B Membership Interests and Class B Shares acquired in an Exchange.  Carryovers or carrybacks of any Tax item attributable to the Basis Adjustment and the Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of United States state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.  If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment or the Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology.  All Tax Benefit Payments attributable to the Basis Adjustments (other than amounts accounted for

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as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Exchange Assets for WIND and (B) have the effect of creating additional Basis Adjustments to Exchange Assets for WIND in the year of payment, and, as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Section 2.03. Procedures, Amendments.

(a)        Procedures.  Every time WIND delivers to the Series B Member Representative an applicable Schedule under this Agreement, including any Amended Schedule, but excluding any Early Termination Schedule or amended Early Termination Schedule, (i) WIND also shall (x) deliver to the Series B Member Representative the Corporation Return, along with schedules and work papers, as determined by WIND or requested by the Series B Member Representative, providing reasonable detail regarding the preparation of such Schedule and (y) allow the Series B Member Representative reasonable access, to the appropriate representatives of WIND and the Advisory Firm in connection with a review of such Schedule and (ii) the Series B Member Representative shall promptly provide each Applicable Series B Member with the applicable Schedule and related work papers applicable to such Applicable Series B Member.  Each party shall bear its own expenses associated with such review and investigation.  The applicable Schedule shall become final and binding on all parties unless the Applicable Series B Member, within 30 calendar days after an Exchange Basis Schedule or amendment thereto or a Tax Benefit Schedule or amendment thereto was provided to the Series B Member Representative, provides WIND with notice of a material objection to such Schedule (“Objection Notice”) made in good faith.  If WIND and the Applicable Series B Member are unable to successfully resolve the issues raised in such notice within 30 calendar days of receipt by WIND of an Objection Notice with respect to such Exchange Basis Schedule or Tax Benefit Schedule, WIND and the Series B Member Representative shall employ the reconciliation procedures as provided for in Section 7.09 of this Agreement (the “Reconciliation Procedures”); provided that, to the extent that the matter at issue affects an Applicable Series B Member but not the Series B Member Representative, the Reconciliation Procedures shall be applied, mutatis mutandis, by WIND and the relevant Applicable Series B Member.

(b)        Amended Schedule.  The applicable Schedule for any Taxable Year may be amended from time to time by WIND (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a

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Taxable Year after the date the Schedule was provided to the Series B Member Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”).

ARTICLE 3
TAX BENEFIT PAYMENTS

Section 3.01.  Payments.

(a)        Payments.  Within five (5) Business Days of a Tax Benefit Schedule that was delivered to Series B Member Representative becoming final in accordance with Section 2.03(a), WIND shall pay to the Applicable Series B Members the applicable Tax Benefit Payment determined pursuant to Section 3.01(b).  Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank accounts of the Applicable Series B Members previously designated by each such Series B Member to WIND; provided that no Tax Benefit Payment shall be made in respect of estimated Tax payments, including, without limitation, United States federal income Tax payments.

(b)        A “Tax Benefit Payment” means an amount, not less than zero, equal to the Net Tax Benefit and the Interest amount.  For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration of Series B Membership Interests (together with Class B Shares) in Exchanges.  The “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over the total amount of Tax Benefit Payments previously made under this Section 3.01; provided, however, that no Series B Member shall be required to return any portion of any previously received Tax Benefit Payment under any circumstances.  The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for the filing of the Corporation Return with respect to Taxes for such Taxable Year until the date of payment.  The Net Tax Benefit shall be determined separately with respect to each separate Exchange on an individual basis by reference to the amount realized by the applicable Exchanging Series B Member on the Exchange of a Series B Membership Interest (and a corresponding Class B Share) and the resulting Basis Adjustment to WIND (as determined pursuant to Section 2.02(b)); provided that

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for each Taxable Year ending on or after the date of a Change of Control, all Tax Benefit Payments, whether paid with respect to Exchanges (i) prior to the date of such Change of Control or (ii) on or after the date of such Change of Control, shall be calculated by utilizing Valuation Assumptions (1), (3), (4) and (5), substituting in each case the term “the closing date of a Change of Control” for an “Early Termination Date”.

Section 3.02.  No Duplicative Payments.  It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement.  It is also intended that the provisions of this Agreement, subject to Article 4 and Section 7.14, will result in 85% of WIND’s Cumulative Net Realized Tax Benefit being paid to the Series B Members pursuant to this Agreement.  The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.

Section 3.03.  Pro Rata Payments.  Notwithstanding anything in Section 3.01 to the contrary, to the extent that (i) WIND’s aggregate Tax benefit with respect to any Basis Adjustment or Imputed Interest is limited in a particular Taxable Year because WIND does not have sufficient Taxable income or (ii) WIND lacks sufficient funds to satisfy, or is prevented under any credit agreement or other arrangement from satisfying, its obligations to make all Tax Benefit Payments due in a particular Taxable Year, the limitation on the Tax Benefit, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Applicable Series B Members in the same proportion as Tax Benefit Payments would have been made absent the limitations in clauses (i) and (ii) of this paragraph, as applicable.

ARTICLE 4
TERMINATION

Section 4.01.  Early Termination and Breach of Agreement.

(a)       WIND may terminate this Agreement with respect to all of the Series B Membership Interests held (or previously Exchanged) by all Series B Members at any time by paying to the Series B Members the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Series B Members, and provided, further, that WIND may withdraw any Early Termination Notice prior to the time at which any Early Termination Payment has been paid.  Upon payment of the Early Termination Payment by WIND, neither the Series B Members nor WIND shall have any further payment obligations under this Agreement, other than for any (x) Tax Benefit Payment agreed to by WIND acting in good faith and the Applicable Series B Member to be due and payable but unpaid as of the Early Termination Notice and (y) Tax Benefit Payment due for the Taxable Year ending

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with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (y) is included in the Early Termination Payment).  If an Exchange occurs after WIND makes the Early Termination Payments with respect to all Series B Members, WIND shall have no obligations under this Agreement with respect to such Exchange.

(b)        If WIND breaches any of its material obligations under this Agreement, then all of WIND’s obligations hereunder shall be accelerated and calculated as if an Early Termination Notice had been delivered on the date of such breach and such obligations shall include, but shall not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such acceleration, (2) any Tax Benefit Payment agreed to by WIND acting in good faith and any Applicable Series B Member to be due and payable but unpaid as of the date of such acceleration, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of such acceleration.  The failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement; provided that the Series B Member Representative or the party that is entitled to receive such payment has provided WIND with written notice that specifies the amount due, and WIND has failed to make such payment by the later of (x) the 90th day after the date such payment is due and (y) the 30th day after receiving such written notice; and provided further that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due.  Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if WIND fails to make any Tax Benefit Payment when due to the extent that WIND has insufficient funds to make such payment as a result of applicable limitation imposed by credit agreements or similar arrangements in respect of indebtedness for borrowed money to which the Company is a party (including, without limitation, limitations on the ability of the Company and its direct and indirect subsidiaries to make distributions or payments to WIND), or if the Board determines in good faith that making any such distribution or Tax Benefit Payment would result in a default under any such credit agreement or similar arrangement in respect of indebtedness for borrowed money to which the Company is a party; provided that the interest provisions of Section 5.02 shall apply to any such late payment (but the Default Rate shall be replaced by the Agreed Rate).  Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if WIND fails to make any Tax Benefit Payment when due if the Board determines in good faith that (i) any such distribution or Tax Benefit Payment could be set aside as a fraudulent transfer or conveyance or similar action under fraudulent transfer laws or (ii) any such distribution or Tax Benefit Payment could cause WIND to be undercapitalized.

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(c)        WIND, the Company and each of the Series B Members hereby acknowledge that, as of the date of this Agreement, the aggregate value of the Tax Benefit Payments cannot reasonably be ascertained for United States federal income Tax or other applicable Tax purposes.

Section 4.02.  Early Termination Notice.  If WIND exercises its right of early termination under Section 4.01, WIND shall deliver to the Series B Member Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying WIND’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment and the Series B Member Representative shall promptly provide such notice and schedule to each Series B Member.  The Early Termination Schedule shall become final and binding on all parties unless an Applicable Series B Member, within 30 calendar days after the Early Termination Schedule was provided to the Series B Member Representative, provides WIND with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”).  If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by WIND of the Material Objection Notice, WIND and the Series B Member Representative shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement; provided that, to the extent that the matter at issue affects an Applicable Series B Member but not the Series B Member Representative, the Reconciliation Procedures shall be applied, mutatis mutandis, by WIND and the relevant Applicable Series B Member.

Section 4.03.  Payment upon Early Termination.

(a)        Within five (5) Business Days after the Early Termination Schedule has become final and binding, WIND shall pay to each Applicable Series B Member an amount equal to the Early Termination Payment.  Such payment shall be made by wire transfer of immediately available funds to the bank account designated by the Applicable Series B Member.

(b)        The “Early Termination Payment” as of the date of the delivery of an Early Termination Schedule shall equal with respect to the Applicable Series B Member the present value, discounted at the Early Termination Rate as of such date, of all Tax Benefit Payments that would be required to be paid by WIND to the Applicable Series B Member beginning from the Early Termination Date and assuming that the Valuation Assumptions are applied.

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ARTICLE 5
SUBORDINATION AND LATE PAYMENTS

Section 5.01.  Subordination.  Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by WIND to the Series B Members under this Agreement (an “Exchange Payment”) shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of all obligations in respect of indebtedness of WIND (“Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations of WIND that are not Senior Obligations.

Section 5.02.  Late Payments by WIND.  The amount of all or any portion of any Exchange Payment not made to any Series B Member when due (without regard to Section 5.01) under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Exchange Payment was due and payable.

ARTICLE 6
NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.01.  Series B Member Participation in WIND’s and the Company’s Tax Matters.  Except as otherwise provided herein, WIND shall have full responsibility for, and sole discretion over, all Tax matters concerning WIND and the Company, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.  Notwithstanding the foregoing, WIND shall notify the Series B Member Representative of, and keep the Series B Member Representative reasonably informed with respect to, the portion of any audit of WIND and the Company by a Taxing Authority the outcome of which is reasonably expected to affect any Series B Member’s rights and obligations under this Agreement, and shall provide to the Series B Member Representative reasonable opportunity to provide information and other input to WIND, the Company and their respective advisors concerning the conduct of any such portion of such audit; Series B Members shall have the right to attend in person or by telephone (but not participate in) any audit of WIND or the Company the outcome of which could reasonably be expected to affect the amount of net payments that the Series B Members are expected to receive under this Agreement; provided, however, that WIND and the Company shall not be required to take any action that is inconsistent with any provision of the Company Agreement.  WIND shall not settle or fail to contest any issue pertaining to taxes that is reasonably expected to affect the Series B Members’ rights and obligations under this agreement without the consent of the Series B Member Representative, such consent not to be unreasonably withheld.

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Section 6.02.  Consistency.  Except upon the written advice of an Advisory Firm to WIND, WIND and the Series B Members agree to report and cause to be reported for all purposes, including U.S. federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified by WIND in any Schedule provided by or on behalf of WIND under this Agreement.  Any Dispute concerning such advice shall be subject to Section 7.09; provided, however, that only the Series B Member Representative shall have the right to object to such advice pursuant to this Section 6.02.  In the event that an Advisory Firm is replaced by WIND, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with those used by the previous Advisory Firm, unless (a) otherwise required by law or (b) WIND and the Series B Member Representative agree to the use of other procedures and methodologies.

Section 6.03.  Cooperation.  The Series B Members shall (a) furnish to WIND in a timely manner such information, documents and other materials as WIND may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make themselves available to WIND and its representatives to provide explanations of documents and materials and such other information as WIND or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter described in clause (a) above.  WIND shall reimburse the applicable Series B Member for any reasonable third-party costs and expenses incurred pursuant to this Section 6.03.

Section 6.04.  Section 754 Elections.  If at any point any Subsidiary of WIND that is a partnership for U.S. federal income tax purposes does not have a valid Section 754 election in effect, WIND shall cause such Subsidiary to make a valid Section 754 election at the time that such Subsidiary files its next U.S. federal income Tax Return.

ARTICLE 7
MISCELLANEOUS

Section 7.01.  Notices.  All notices, requests, consents and other communications hereunder (each, a “Notice”) to any party shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 7.01) or nationally recognized overnight courier, addressed to such party at the address or facsimile number set forth in Exhibit B hereto, or below with respect to WIND, or such other address

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or facsimile number as may hereafter be designated in writing by such party to the other parties:

If to WIND, to:

First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA  02111
Telephone: 617-960-2888
Facsimile: 617-960-2889
Attention: General Counsel

with a copy (which shall not constitute notice to WIND) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY  10017
Telephone: 212-450-4969
Facsimile: 212-701-5742
Attention: Mario J. Verdolini

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 7.01, if sent prior to 5:00 p.m. in the place of receipt and such day is a Business Day; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

Section 7.02.  Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.  Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.03.  Entire Agreement; No Third Party Beneficiaries.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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Section 7.04.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, without regard to the conflicts of laws principles thereof.

Section 7.05.  Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.06.  Successors; Assignment; Amendments; Waivers.  No Series B Member may assign this Agreement to any person without the prior written consent of WIND; provided, however, that (i) to the extent Series B Membership Interests are effectively transferred in accordance with the terms of the Company Agreement, the transferring Series B Member may assign to the transferee of such Series B Membership Interests the transferring Series B Member’s rights under this Agreement with respect to such transferred Series B Membership Interests and (ii) a Series B Member shall be entitled to assign its rights under this Agreement to (x) a direct or indirect beneficial owner or Affiliate of such Series B Member, or trust or other Person established for the benefit of one or more direct or indirect beneficial owners or Affiliates of such Series B Member, in connection with a liquidation, dissolution, winding up or other termination of such Series B Member or (y) any other then-current Series B Member, and, in either case (i) or (ii), such transferee shall have executed and delivered, or, in connection with such transfer, execute and deliver, a joinder to this Agreement in the form attached hereto as Exhibit A (or such other joinder in form and substance reasonably satisfactory to WIND), agreeing to become a “Series B Member” for all purposes of this Agreement, except as otherwise provided in such joinder.

No provision of this Agreement may be amended unless such amendment is approved in writing by each of WIND and the Company and by Series B Members who would be entitled to receive at least two-thirds (2/3) of the Early Termination Payments payable to all Series B Members hereunder if WIND had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Series B Member pursuant to this Agreement since the date of such most recent Exchange); provided, however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain Series B Members will or may receive under this Agreement unless all such Series B Members disproportionately affected consent in writing to such amendment.  No provision of this Agreement may be waived unless such

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waiver is in writing and signed by the party against whom the waiver is to be effective.

Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives.  WIND shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of WIND, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that WIND would be required to perform if no such succession had taken place.

Section 7.07.  Titles and Subtitles.  The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.08.  Resolution of Disputes.  (a) Any and all disputes which are not governed by Section 7.09, including but not limited to any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce.  If the parties to the Dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment.  The arbitrator shall be a lawyer admitted to the practice of law in the State of New York and shall conduct the proceedings in the English language.  Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.  In addition to monetary damages, the arbitrator shall be empowered to award equitable relief, including, but not limited to an injunction and specific performance of any obligation under this Agreement.  The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, consequential, exemplary or similar damages with respect to any Dispute.  The award shall be final and binding upon the parties as from the date rendered, and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal.  Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets.

(b)        Notwithstanding the provisions of paragraph (a), WIND may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief

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in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Series B Member (i) expressly consents to the application of paragraph (c) of this Section 7.08 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints WIND as such Series B Member’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Series B Member of any such service of process, shall be deemed in every respect effective service of process upon the Series B Member in any such action or proceeding.

(c)        (i) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 7.08, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT.  Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award.  The parties acknowledge that the forums designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another; and (ii) the parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 7.08 and such parties agree not to plead or claim otherwise.

Section 7.09.  Reconciliation.  In the event that WIND and the Series B Member Representative are unable to resolve a disagreement with respect to the matters governed by Section 2.03, Section 4.02 and Section 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties.  The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either WIND or the Series B Member Representative or other actual or potential conflict of interest.  If the parties are unable to agree on an Expert within thirty (30) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce.  The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall

22

resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution.  Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on such date and such Tax Return may be filed as prepared by WIND, subject to adjustment or amendment upon resolution.  In the event that this reconciliation provision is utilized, the fees of the Expert shall be paid in proportion to the manner in which the dispute is resolved, such that, for example, if the entire dispute is resolved in favor of WIND, the Series B Member Representative shall pay all of the fees, or if the items in dispute are resolved 50% in favor of WIND and 50% in favor of the applicable Series B Member, each of WIND and the Series B Member Representative shall pay 50% of the fees of the Expert.  Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert.  The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be (i) final and may be enforced as if it were the award of an arbitrator issued under and pursuant to the rules of the International Chamber of Commerce and (ii) binding on WIND and the Series B Member Representative and may be entered and enforced in any court having jurisdiction.

Section 7.10.  Withholding.  WIND shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as WIND is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law.  To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by WIND, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Series B Member.

Section 7.11.  Admission of WIND into a Consolidated Group; Transfers of Corporate Assets.  (a) If WIND becomes a member of another affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state, local or foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b)        If any entity that is obligated to make an Exchange Payment hereunder transfers one or more assets to a corporation with which such entity does not file a consolidated Tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Exchange Payment (e.g., calculating the gross income of the entity and determining the Realized Tax

23

Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution.  The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset, plus (i) the amount of debt to which such asset is subject, in the case of a contribution of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a contribution of a partnership interest.

Section 7.12.  Confidentiality.  Each Series B Member acknowledges and agrees that the information of WIND and of its Affiliates is confidential and, except in the course of performing any duties as necessary for WIND and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of WIND and its Affiliates and successors, concerning the Company and its Affiliates and successors or the other Series B Members, learned by the Series B Member heretofore or hereafter.  This Section 7.12 shall not apply to (i) any information that has been made publicly available by WIND or any of its Subsidiaries, becomes public knowledge (except as a result of an act of such Series B Member in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for a Series B Member to prepare and file his or her Tax returns, to respond to any inquiries regarding the sale from any Taxing authority or to prosecute or defend any action, proceeding or audit by any Taxing authority with respect to such returns.  Notwithstanding anything to the contrary herein, each Series B Member (and each employee, representative or other agent of such Series B Member or assignee, as applicable) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of WIND, the Company, the Series B Members and their Affiliates, and any of their transactions, and all materials of any kind (including opinions or other Tax analyses) that are provided to the Series B Members relating to such Tax treatment and Tax structure.

If a Series B Member commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, WIND shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to WIND or any of its Subsidiaries or the other Series B Members and the accounts and funds managed by WIND and that money damages alone shall not provide an adequate remedy to such Persons.  Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 7.13.  LLC Agreement.  This Agreement shall be treated as part of the partnership agreement of the Company as described in Section 761(c) of the

24

Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

Section 7.14.  Change in Tax Law.

Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, any of the Applicable Series B Members reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by any Applicable Series B Member or any member affiliated with an Applicable Series B Member (or direct or indirect equity holders in such member) upon the IPO or any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for United States federal income Tax purposes or would have other material adverse Tax consequences to an Applicable Series B Member or any direct or indirect owner of an Applicable Series B Member (a “Change in Tax Law”), then (i) at the election of the Applicable Series B Member and to the extent specified by the Applicable Series B Member, this Agreement shall not apply with respect to an Exchange by the Applicable Series B Member occurring after a date specified by the Applicable Series B Member, (ii) at the election of the Applicable Series B Member, this Agreement shall otherwise be amended in a manner determined by WIND and the Series B Member Representative, acting jointly, provided that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment or (iii) at the election of the Series B Members, acting unanimously, this Agreement shall cease to have further effect.

Section 7.15.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

25

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:	Paul Gaynor
	Title:	Chief Executive Officer
FIRST WIND HOLDINGS, LLC
By:
	Name:	Paul Gaynor
	Title:	Chief Executive Officer
D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C., as Member
By:	D. E. SHAW & CO., L.L.C., AS MANAGER
	By:
		Name:
		Title:
MADISON DEARBORN CAPITAL PARTNERS IV, L.P., as Member
By:	MADISON DEARBORN PARTNERS IV, L.P.
Its:	GENERAL PARTNER
By:	MADISON DEARBORN CAPITAL PARTNERS, LLC
Its:	GENERAL PARTNER
	By:
		Name:
		Title:

A-1

[NAME]
By:
	Name:
	Title:

B-2

Exhibit A

JOINDER

This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as amended, the “Tax Receivable Agreement”) dated as of       , 2010, among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and each of the undersigned parties thereto identified as “Series B Members” constitutes the agreement and undertaking of        (the “Permitted Transferee”) in favor of and for the benefit of WIND, the Company and the other parties to the Tax Receivable Agreement.

WHEREAS, on       , 20    , the Permitted Transferee acquired (the “Acquisition”) Series B Membership Interests in the Company and the corresponding Class B Shares of WIND (collectively, the “Interests” and, together with all other Interests hereinafter acquired by the Permitted Transferee from        (the “Transferor”) and its Permitted Transferees, the “Acquired Interests”) from the Transferor; and

WHEREAS, the Transferor, in connection with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.06 of the Tax Receivable Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the Permitted Transferee hereby agrees as follows:

Section 1.1.  Definitions.  Capitalized words used but not defined in this Joinder are used as defined in the Tax Receivable Agreement.

Section 1.2.  Joinder.  The Permitted Transferee hereby acknowledges and agrees to become a “Series B Member” for all purposes of the Tax Receivable Agreement, including but not limited to, being bound by Section 7.12, Section 2.03, Section 4.02, Section 6.01 and Section 6.02 of the Tax Receivable Agreement, with respect to the Acquired Interests, and any other Interests the Permitted Transferee acquires hereafter.

Section 1.3.  Notice.  All notices, requests, consents and other communications hereunder to the Permitted Transferee shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 1.3) or nationally recognized overnight courier, addressed to the Permitted Transferee at the address or facsimile number set forth below or such other address or facsimile number as may hereafter be designated in writing by Permitted Transferee.

A-1

Section 1.4.  Governing Law.  This Joinder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to the conflicts of laws principles thereof.

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by the Permitted Transferee as of the date first above written.

[NAME]
By:
	Name:
	Title:
Address for Notices:
Facsimile No.

B-2

Exhibit B

	Immediately Following IPO
Name and Address of Series B Member	Number of Series B Membership Interests Owned	Number of Class B Shares Owned
D. E. Shaw MWP Acquisition the Company, L.L.C. [Address] Facsimile:
Madison Dearborn Capital Partners IV, L.P. [Address] Facsimile:
[Name] [Address] Facsimile:
[Name] [Address] Facsimile:

B-1

EX-10.35

Exhibit 10.35

[Exhibit 10.35 to Form S-1]

Exhibit F

to Merger Agreement

NOMINATING AND VOTING AGREEMENT

among

FIRST WIND HOLDINGS INC.

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

and

MADISON DEARBORN CAPITAL PARTNERS IV, L.P.

Dated as of        , 2010

NOMINATING AND VOTING AGREEMENT

among

FIRST WIND HOLDINGS INC.

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

and

MADISON DEARBORN CAPITAL PARTNERS IV, L.P.

NOMINATING AND VOTING AGREEMENT, dated as of           , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company (“MWP”), D. E. Shaw MWPH Acquisition Holdings, L.L.C., a Delaware limited liability company (“MWPH”, and together with MWP, “D. E. Shaw”), and Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership (“Madison Dearborn”).

WHEREAS, the Board of Directors of WIND has determined that it is in WIND’s best interests to effect an initial public offering (“IPO”); and

WHEREAS, in connection with the IPO, WIND, D. E. Shaw and Madison Dearborn desire to enter into this Agreement setting forth certain rights and obligations with respect to the shares of Common Stock of WIND owned by D. E. Shaw and Madison Dearborn;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.  Definitions.  As used in this Agreement, the following terms shall have the meanings ascribed to them below:

(a)  Affiliate:  a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

(b)  Board of Directors:  the Board of Directors of WIND.

(c)  Bylaws:  the Amended and Restated Bylaws of WIND, as may be amended from time to time.

(d)  Certificate of Incorporation:  the Amended and Restated Certificate of Incorporation of WIND, as may be amended from time to time.

(e)  Common Stock:  the class A common stock, par value $0.001 per share, and class B common stock, par value $0.001 per share, of WIND.

(f)  Person:  an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(g)  Specified Stockholder:  either of D. E. Shaw (with MWP and MWPH exercising the D. E. Shaw rights jointly) or Madison Dearborn.

(h)  Voting Securities: collectively, shares of Common Stock, all other shares of capital stock of WIND which are voting shares and all other voting securities of WIND.

Section 2.  Board Representation.

(a)  With respect to each Specified Stockholder, until such time as such Specified Stockholder and its Affiliates no longer beneficially own in the aggregate at least 20% of the total number of shares of Common Stock of WIND outstanding at such time, WIND and the Board of Directors shall, acting through the Nominating and Corporate Governance Committee of the Board of Directors, include in the slate of nominees recommended to stockholders of WIND (the “Stockholders”) for election as directors at any annual or special meeting of the Stockholders at which directors of WIND are to be elected, not less than two individuals designated by such Specified Stockholder (as applied to each Specified Stockholder, the “Specified Stockholder Nominees”). For the avoidance of doubt, in no event shall any Specified Stockholder Nominee be required to be an “independent director” within the meaning of any applicable law, rule or regulation, including, without limitation, any applicable stock exchange rule (collectively, the “Listing Exchange Rules”).

(b)  With respect to each Specified Stockholder, until such time as such Specified Stockholder and its Affiliates no longer beneficially own in the aggregate at least 10% but less than 20% of the total number of shares of Common Stock of WIND outstanding at such time, WIND and the Board of Directors shall, acting through the Nominating and Corporate Governance Committee of the Board of Directors, include in the slate of nominees recommended to the Stockholders for election as directors at any annual or special meeting of the Stockholders at which directors of WIND are to be elected, one Specified Stockholder Nominee.

(c)  Vacancies arising through the death, resignation or removal of a Specified Stockholder Nominee nominated by a Specified Stockholder to the Board of Directors pursuant to Section 2(a) or 2(b) hereof may be filled by the Board of Directors only with a Specified Stockholder Nominee nominated by such Specified Stockholder and the director so chosen shall hold office until the next election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

(d)  No Specified Stockholder shall be entitled to designate a person as a nominee to the Board of Directors upon a written determination by the Nominating and

3

Corporate Governance Committee of WIND (which determination shall set forth in reasonable detail the grounds for such determination) that such person would not be qualified under any applicable law, rule or regulation (including the Listing Exchange Rules of any securities exchange on which the securities of WIND are then listed) to serve as a director of WIND.  Except as set forth in the preceding sentence, WIND shall not have the right to object to any Specified Stockholder Nominee.

(e)  WIND shall notify each Specified Stockholder in writing of the date on which proxy materials are expected to be mailed by WIND in connection with an election of directors at an annual or special meeting of the Stockholders (and such notice shall be delivered to each Specified Stockholder at least 120 days prior to such expected mailing date).  WIND shall provide each Specified Stockholder with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Specified Stockholder Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with WIND.  If WIND objects to the designation of a Specified Stockholder Nominee pursuant to Section 2(d), WIND shall notify the Specified Stockholder that designated such Specified Stockholder Nominee sufficiently in advance of the date on which such proxy materials are to be mailed by WIND in connection with such election of directors so as to enable such Specified Stockholder to propose a replacement Specified Stockholder Nominee, if necessary, in accordance with the terms of this Agreement.

(f)  So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall permit the rights and obligations set forth herein (including, without limitation, by allowing for a sufficient number of authorized directors to permit the nomination and election of the Specified Stockholder Nominees) and WIND shall have a Nominating and Corporate Governance Committee (or similar committee) of the Board of Directors empowered to take the actions herein required.

(g)  With respect to any action or right given to or exercisable by either Specified Stockholder hereunder or any notice to be sent hereunder, such action or right shall be exercised by in the case of D. E. Shaw, by MWP and MWPH, acting jointly, and in the case of Madison Dearborn, by Madison Dearborn Partners IV, L.P. (“MDP IV”), the general partner of Madison Dearborn, and any such notice shall be sent to, in the case of D. E. Shaw, to each of MWP and MWPH, and in the case of Madison Dearborn, to each of MDP IV and Madison Dearborn.  Notices shall be sent in the manner and to the recipient specified in Section 3(f), and WIND may rely upon the contents of any such notice delivered by a Specified Stockholder without further inquiry.

Section 3.  Voting Agreement.

(a) General. From and after the date hereof and until the provisions of this Section 3 cease to be effective, each Specified Stockholder shall vote, or cause to be voted, and shall cause each affiliated investment fund and direct or indirect wholly-owned subsidiary of such Specified Stockholder to vote, or cause to be voted, all Voting Securities over which such Person has the power to vote or direct the voting or otherwise has voting control, and shall take, and shall cause each affiliated investment fund and direct or indirect wholly-owned subsidiary of such Specified Stockholder to vote, all other necessary or desirable actions within its control in its capacity as a stockholder (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and WIND shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that:

(i)            the authorized number of directors on the Board of Directors shall be established at a number sufficient to permit election of each of the Specified Stockholder Nominees (who, together with any other member of the Board of Directors who does not qualify as an “independent director” under the Listing Exchange Rules, shall constitute a minority of the authorized number of directors on the Board of Directors in the event that WIND no longer qualifies for “controlled company” status under the Listing Exchange Rules);

(ii)           each of the Specified Stockholder Nominees shall be elected to the Board of Directors; and

(iii)          the removal from the Board of Directors (with or without cause) of any Specified Stockholder Nominee shall be immediately at the written request of the Specified Stockholder nominating such Specified Stockholder Nominee, but only upon such written request and, except for cause, under no other circumstances.

(b) Termination of Voting Agreement. Unless otherwise agreed in writing executed by the Specified Stockholders prior to the Voting Termination Date, the rights and obligations of the parties under this Section 3 may be terminated by either Specified Stockholder on the 90th day after written notice of termination is delivered by such Specified Stockholder to the other parties hereto (such 90th day, “Voting Termination Date”); provided that no such termination shall limit or terminate the liability of a party for breach of this Section 3 arising prior to termination.

Section 4.  Miscellaneous.

(a)  Governing Law.  This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

4

(b)  Certain Adjustments.  The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all shares of capital stock of WIND or any successor or assign of WIND (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution for the shares of Common Stock, by combination, recapitalization, reclassification, merger, consolidation or otherwise and the term “Common Stock” shall include all such other securities.

(c)  Enforcement.  Each of the parties agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement.  Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which any party hereto may have.  Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts in New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof.  Each party hereto hereby consents to service of process made in accordance with Section 4(f).

(d)  Successors and Assigns.  Except as otherwise provided herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

(e)  Entire Agreement.  This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes all prior oral or written (and all contemporaneous oral) agreements or understandings with respect to the subject matter hereof.

(f)  Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by fax, as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(i)  If to WIND, to it at:

First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA  02111
Telephone: 617-960-2888
Facsimile: 617-960-2889
Attention: General Counsel

5

with a copy (which shall not constitute notice to WIND) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY  10017
Telephone: 212-450-4565
Facsimile: 212-701-5565
Attention: Joseph A. Hall

(ii)  If to either MWP or MWPH, to either at:

c/o D. E. Shaw & Co., L.L.C.
1166 Avenue of the Americas
New York, NY 10036
Attention: General Counsel
Telephone: (212) 478-0000
Fax: (212) 478-0100

(iii)  If to either MDP IV or Madison Dearborn, to either at:

c/o Madison Dearborn Partners, LLC
Three First National Plaza, Suite 4600
Chicago, IL 60602
Attention: General Counsel
Telephone: (312) 895-1000
Fax:  (312) 895-1001

All such notices, requests, demands, waivers and other communications shall be deemed to have been received by (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

(g)  Waiver.  Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived.  No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party to assert its or his or her rights hereunder on any occasion or series of occasions.

(h)  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

6

(i)  Headings.  The headings to sections in this Agreement are for the convenience of the parties only and shall not control or affect the meaning or construction of any provision hereof.

(j)  Invalidity of Provision.  The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

(k)  Amendments and Waivers. The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived or modified, with and only with an agreement or consent in writing signed by each of the parties hereto.

(l)  Further Assurances.  Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto or Person subject hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement.

[Remainder of this page intentionally left blank]

7

IN WITNESS WHEREOF this Agreement has been signed by each of the parties hereto, and shall be effective as of the date first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
MADISON DEARBORN CAPITAL PARTNERS IV, L.P.
By:
	Name:
	Title:

EX-10.36

Exhibit 10.36

Exhibit C

to Merger Agreement

REGISTRATION RIGHTS AGREEMENT

among

FIRST WIND HOLDINGS INC.

and

THE STOCKHOLDERS NAMED HEREIN

Dated as of           , 2010

REGISTRATION RIGHTS AGREEMENT

among

FIRST WIND HOLDINGS INC.

and

THE STOCKHOLDERS NAMED HEREIN

REGISTRATION RIGHTS AGREEMENT, dated as of           , 2010 (as amended from time to time, this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), and each of the parties listed on Annex A (the “Initial Stockholders” and, as Annex A is updated and amended pursuant to Section 11(c), the “Stockholders”).

W I T N E S S E T H:

WHEREAS, WIND has agreed to provide the Stockholders the registration rights provided herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Agreement” is defined in the preamble.

“Alberta Entities” means, collectively, PIP3PX FirstWind LLC Ltd. and PIP3GV FirstWind LLC Ltd.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York City, New York are authorized by law to close.

“Class A Shares” means shares of Class A common stock, par value $0.001 per share, of WIND.

“Class B Shares” means shares of Class B common stock, par value $0.001 per share, of WIND.

“Commission” means the U.S. Securities and Exchange Commission or any successor thereto.

“Common Equity Securities” means the Class A Shares and all shares hereafter authorized of any class or series of common stock or other common

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equity interests of WIND and any and all securities of any kind whatsoever of WIND or any successor thereof which may be issued on or after the date hereof in respect of, in exchange for, or upon conversion of shares of Common Equity Securities pursuant to a merger, consolidation, stock split, reverse split, stock dividend, recapitalization of WIND or otherwise, which shares have the right (subject to the rights of any class or series of preferred stock or other preferred equity interests of WIND) to participate in the distribution of the assets and earnings of WIND without limit as to per share (or other denomination) amount; provided that Common Equity Securities shall not include the Class B Shares.

“Company” means First Wind Holdings, LLC, a Delaware limited liability company.

“Demanding Stockholder” is defined in Section 2(a).

“Demand Notice” is defined in Section 2(a).

“Demand Registration” is defined in Section 2(a).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto and the rules and regulations of the Commission promulgated thereunder.

“Exchange Agreement” means the Exchange Agreement dated as of the date hereof among WIND, the Company and the other parties thereto, as the same may be amended from time to time in accordance with the terms thereof.

“indemnified party” and “indemnifying party” are defined in Section 7(c).

“Initial Stockholders” is defined in the preamble.

“Investor Shares” means the Registrable Securities issued in respect of Series A Units, Series A-1 Units and/or Series A-2 Units (including, for the avoidance of doubt, those issued to D.E. Shaw MWPH Acquisition Holdings, L.L.C.) in connection with the IPO Merger.

“IPO” means the initial public offering of Class A Shares by WIND in connection with the IPO Merger.

“IPO Merger” means the merger of First Wind Merger, LLC, a subsidiary of WIND, with and into the Company.

“Losses” is defined in Section 7(a).

“Management Shares” means the Registrable Securities issued to the holders of Series B Units in the IPO Merger.

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“Notice” is defined in Section 2(a).

“Partner Distribution” is defined in Section 2(a).

“Permitted Transferee” is defined in Section 11(c).

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Piggyback Notice” is defined in Section 3(a).

“Piggyback Registration” is defined in Section 3(a).

“Prior LLC Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of the Company, dated as of July 17, 2009.

“Proceeding” means an action, claim, suit, arbitration or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including, without limitation, post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means (a) all shares or other denominations of Common Equity Securities of WIND initially issued pursuant to the Exchange Agreement (including, without limitation, any Common Equity Securities issued or distributed by way of dividend, stock split or other distribution in respect of such shares or other denominations of Common Equity Securities) held by the Stockholders and, subject to the next succeeding sentence and Section 11(c) hereof, any successor or assign of such shares, (b) all shares or other denominations of Common Equity Securities issuable upon exchange or conversion of any Class B Shares and/or Series B Membership Interests in the Company and (c) the shares or other denominations of Common Equity Securities

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acquired by the Stockholders after the date hereof.  For the avoidance of doubt, a holder of Registrable Securities may include in any registration (including, without limitation, “shelf” registration) Common Equity Securities issuable upon exchange or conversion of Class B Shares and/or Series B Membership Interests in the Company without having effected such exchange or conversion as long as such exchange or conversion is effected prior to disposition thereof in accordance with such registration.  As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) they have been distributed to the public pursuant to Rule 144, or (iii) they have been sold to any Person to whom the rights under this Agreement are not assigned in accordance with this Agreement.  No Registrable Securities may be registered under more than one Registration Statement at any one time.

“Registration Statement” means any registration statement of WIND under the Securities Act which permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including, without limitation, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

“Shelf Offering” is defined in Section 2(e).

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and any successor statute thereto and the rules and regulations of the Commission promulgated thereunder.

“Series A Units” means the Series A Units issued by the Company pursuant to the Prior LLC Agreement.

“Series A-1 Units” means the Series A-1 Units issued by the Company pursuant to the Prior LLC Agreement.

“Series A-2 Units” means the Series A-2 Units issued by the Company pursuant to the Prior LLC Agreement.

“Series B Units” means the Series B Units issued by the Company pursuant to the Prior LLC Agreement.

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“Stockholders” is defined in the preamble.

“Subsequent Holder” is defined in Section 11(c).

“Take-Down Notice” is defined in Section 2(e).

“underwritten registration” or “underwritten offering” means a registration in which securities of WIND are sold to an underwriter for reoffering to the public.

“WIND” is defined in the preamble.

SECTION 2.  Demand Registration.

(a)        Requests for Registration.  Subject to the limits set forth below, at any time after the IPO, each of D. E. Shaw MWP Acquisition Holdings, L.L.C. (or its designated Permitted Transferee), D. E. Shaw MWPH Acquisition Holdings, L.L.C. (or its designated Permitted Transferee) (collectively “D. E. Shaw”)), Madison Dearborn Capital Partners IV, L.P. (or its designated Permitted Transferee) (collectively “Madison Dearborn”)), UPC Wind Partners II, LLC (or its designated Permitted Transferee) (collectively “UPC Holding”)), and the Alberta Entities (or their designated Permitted Transferee) (collectively “Alberta”)) shall have the right by delivering a written notice to WIND (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a “Demanding Stockholder”) to require WIND to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”).  Within ten (10) days after receipt by WIND of a Demand Notice, WIND shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which WIND received written requests for inclusion therein within ten (10) days after such Notice is given by WIND to such holders. A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on WIND if the sale of all Registrable Securities requested to be registered (pursuant to the Demand Notice and in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $100,000,000.

Following receipt of a Demand Notice for a Demand Registration, WIND shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

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Each of D. E. Shaw and Madison Dearborn shall be entitled to request four (4) Demand Registrations, and each of UPC Holding and Alberta shall be entitled to request two (2) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as WIND shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, D. E. Shaw, Madison Dearborn, UPC Holding or Alberta shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and each of D. E. Shaw, Madison Dearborn, UPC Holding and Alberta shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice.

No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to this subsection (a), (iii) the offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, injunction or similar order or requirement of the Commission during such period, or (iv) the Demand Registration does not become effective because the Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of WIND and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Notice.

All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof.

WIND shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) WIND pursuant to the provisions of this Agreement. WIND shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand

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Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been included on a “shelf” Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement if the Common Equity Securities of such Stockholder are the only Common Equity Securities still covered by such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities.

Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect affiliates, partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) WIND shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

(b)        Priority on Demand Registration.  If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), then the number of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order:

(i)        first, Investor Shares, on a pro rata basis based upon the number of Registrable Securities owned;

(ii)       second, subject to the following paragraph, Management Shares, on a pro rata basis based upon the number of Registrable Securities owned; and

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(iii)      third, any other shares of Common Equity Securities, on a pro rata basis based upon the number of Common Equity Securities owned.

In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration, and such registration shall not reduce the number of available Demand Registrations under this Section 2 in the event that the Registration Statement excludes more than 20% of the aggregate number of Registrable Securities requested to be included by the Demanding Stockholder.  Notwithstanding anything herein to the contrary, if the managing underwriter or managing underwriters (if any) determine that the inclusion of the number of Management Shares proposed to be included in any such offering would adversely affect the marketability of such offering, WIND may exclude such number of Management Shares as necessary or desirable to negate such adverse impact.

(c)        Postponement of Demand Registration. WIND shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of 75 days, the filing of a Registration Statement (but not the preparation of such Registration Statement) if WIND delivers to the holders requesting registration a resolution of the board of directors of WIND that, in the good faith judgment of the board of directors of WIND, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of WIND or any material transaction under consideration by WIND or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect WIND. Such board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such board resolution shall keep the information contained in such board resolution confidential on the same terms set forth in Section 5(p). If WIND shall so postpone the filing of a Registration Statement, the holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to WIND within 20 days of the anticipated termination date of the postponement period, as provided in the board resolution delivered to the holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such holder is entitled pursuant to the terms of this Agreement.

(d)        Use, and Suspension of Use, of “Shelf” Registration Statement.  If WIND has filed a “shelf” Registration Statement and has included Registrable Securities therein, WIND shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve month period), for such period of time as is reasonably necessary not in excess of 75 days, the offer or sale of Registrable Securities pursuant to such Registration Statement by any holder of Registrable

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Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement and such holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement and (ii) WIND delivers to the holders of Registrable Securities included in such Registration Statement a resolution of the board of directors of WIND that, in the good faith judgment of the board of directors of WIND, such offer or sale would reasonably be expected to materially adversely affect any bona fide material financing of WIND or any material transaction under consideration by WIND or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect WIND. Such board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such board resolution shall keep the information contained in such certificate confidential on the same terms set forth in Section 5(p).  In addition, a holder of Registrable Securities may not use a “shelf” Registration Statement to effect the sale of any such securities unless such holder has given WIND at least two Business Days advance written notice of the date or dates of a proposed sale of such securities by such holder pursuant to such Registration Statement (which notice may be given as often as such holder desires), and upon receipt of such a notice, WIND agrees to provide prompt written notice to such holder if such “shelf” Registration Statement is not then usable (whether for reasons described above or otherwise).

(e)        Underwritten “Shelf” Take-Downs.  Subject to Section 2(d), at any time that any “shelf” Registration Statement is effective, if any holder or group of holders of Registrable Securities delivers a notice to WIND (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of the Registrable Securities included by it on such “shelf” Registration Statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then WIND shall use reasonable best efforts to amend or supplement the “shelf” Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(e)).  In connection with any Shelf Offering: (i) WIND shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Securities included in such “shelf” Registration Statement and permit each holder to include its Registrable Securities included on the “shelf” Registration Statement in the Shelf Offering if such holder notifies the proposing holders and WIND within two (2) Business Days after delivery of the Take-Down Notice to such holder, and in the event that the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely

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affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), such underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2(b).

SECTION 3.  Piggyback Registration.

(a)        Right to Piggyback.  If, at any time after the IPO, WIND proposes to file a registration statement under the Securities Act with respect to an offering of Common Equity Securities (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) filed pursuant to Section 2 hereof), whether or not for its own account, then, each such time, WIND shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to subsection (b) hereof, WIND shall include in each such Piggyback Registration all Registrable Securities with respect to which WIND has received written requests for inclusion therein within ten (10) days after notice has been given to the applicable holder. The holders of Registrable Securities exercising their rights under this subsection (a) shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. WIND shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement; provided, however, that any Stockholder owning Common Equity Securities that has been included in such Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities.

(b)        Priority on Piggyback Registrations.  WIND shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of WIND included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed WIND in writing that in its or their view the total number or dollar amount of Common

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Equity Securities that the holders, WIND and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the number of Common Equity Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order:

(i)            first, the Common Equity Securities for the account of WIND or, if the holders of Registrable Securities have in accordance with this Agreement approved the granting of registration rights to any third party, any third party initiating such registration;

(ii)           second, the Investor Shares, on a pro rata basis based upon the number of Registrable Securities owned;

(iii)          third, subject to the following paragraph, the Management Shares, on a pro rata basis based upon the number of Registrable Securities owned; and

(iv)          fourth, Common Equity Securities for the account of any other Persons, on a pro rata basis based upon the number of Registrable Securities owned.

Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) WIND shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.  Notwithstanding anything herein to the contrary, if the managing underwriter or managing underwriters (if any) determine that the inclusion of the number of Management Shares proposed to be included in any such offering would adversely affect the marketability of such offering, WIND may exclude such number of Management Shares as necessary or desirable to negate such adverse impact.

Notwithstanding anything herein the contrary, in respect of any offering under this Agreement (whether under Section 2, Section 3 or otherwise) no Stockholder or any of its affiliates (other than WIND), officers, directors, members, stockholders or representatives shall be required directly or indirectly to make any representations or warranties to, or agreements with, WIND or the

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underwriters (including, without limitation, agreements with respect to indemnification) other than representations, warranties or agreements regarding such Stockholder, its ownership of and title to the Registrable Securities and its intended method of distribution, and any liability of any such Stockholder or its affiliates (other than WIND) to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the total price at which the securities sold by such Stockholder were offered to the public (net of discounts and commissions paid by such Stockholder in connection with such offering).

SECTION 4.  Restrictions On Sale During Registration.

(a)        Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2 or Section 3 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any sale or distribution of any Common Equity Securities (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 14 days prior to the expected “pricing” of such offering) and continuing for not more than 90 days (with respect to any underwritten public offering other than the IPO made prior to the second anniversary of the IPO and thereafter 60 days rather than 90) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such public offering shall be made or such shorter period as is required by the managing underwriter, provided, however, that WIND and all executive officers and directors of WIND must be subject to the same restrictions, and provided further, that such restrictions shall expire as to any such request if the relevant offering is not consummated within 45 days of the date of such request.  Each holder of Registrable Securities agrees to enter into a “lock-up” agreement containing provisions consistent in all material respects with this Section 4(a) for the benefit of the managing underwriters of any such underwritten offering.  WIND agrees to request each of its executive officers and independent directors to enter into a “lock-up” agreement containing provisions consistent in all material respects with this Section 4(a) for the benefit of the managing underwriters of any such underwritten offering, but WIND shall have no further obligation if any executive officer or independent director does not so agree.

(b)        WIND, if requested (pursuant to a written notice) by the managing underwriter or underwriters of any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2 or Section 3 hereof, shall not effect any public sale or distribution of its Common Equity Securities during the

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14 days prior to and the 90-day period (or, after the second anniversary of the IPO, the 60-day period) beginning on the “pricing” of such offering, except as part of such underwritten registration, or unless such managing underwriter or underwriters otherwise agree in writing, provided, that such restrictions shall expire as to any such request if the relevant offering is not consummated within 45 days of the date of such request, and provided further that this Section 4(b) shall not apply to any sale pursuant to a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan, or apply to any sales or grants of Common Equity Securities pursuant to employee benefit plans or contracts of WIND or its subsidiaries.

SECTION 5.  Registration Procedures.  If and whenever WIND is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or Section 3 hereof, WIND shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto WIND shall cooperate in the sale of the securities and shall, as expeditiously as reasonably possible:

(a)        Prepare and file with the Commission a Registration Statement or Registration Statements on any form which shall be available for the sale of the Registrable Securities by the holders thereof or WIND in accordance with the intended method or methods of distribution thereof (including, without limitation, a Partner Distribution), and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided, however, that no later than ten (10) days before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including, without limitation, documents that would be incorporated or deemed to be incorporated therein by reference), WIND shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed. WIND shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including, without limitation, such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object, unless, in the opinion of WIND and its counsel, such filing is necessary to comply with applicable law.

(b)        Prepare and file with the Commission such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities

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Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; provided, however, that any holder of Registrable Securities that has been included on a “shelf” registration statement may request that such holder’s Registrable Securities be removed from such registration statement, in which event WIND shall promptly either withdraw such registration statement or file a post-effective amendment to such registration statement removing such Registrable Securities.

(c)        Notify each selling holder of Registrable Securities, its counsel and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any notice from the Commission that there will be a review of a Registration Statement and, to the extent requested by a holder of Registrable Securities, promptly provide such holders, their counsel and the managing underwriters, if any, with a copy of any SEC comments received by WIND in connection therewith, (iii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (v) if at any time the representations and warranties of WIND contained in any agreement (including, without limitation, any underwriting agreement) contemplated by Section 5(o) below cease to be true and correct, (vi) of the receipt by WIND of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vii) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(d)        Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction.

(e)        If requested by the managing underwriters, if any, or any holder of Registrable Securities being sold in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after WIND has received such request.

(f)         Furnish or make available to each selling holder of Registrable Securities, its counsel and each managing underwriter, if any, without charge, at least five conformed copies of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits, unless requested by such holder, counsel or underwriter).

(g)        Deliver to each selling holder of Registrable Securities, its counsel and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and WIND, subject to the last paragraph of this Section 5, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto.

(h)        Prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of such jurisdictions within the United States as any seller or underwriter reasonably requests and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that WIND will not be required to (i) qualify

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generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject.

(i)         Unless the Registrable Securities to be sold are uncertificated, cooperate with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, or holders may request at least two (2) Business Days prior to any sale of Registrable Securities in a firm commitment public offering, but in any other such sale, within ten (10) Business Days prior to having to issue the securities.

(j)         Use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the nature of such selling holder’s business, in which case WIND will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals, as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities.

(k)        Upon the occurrence of any event contemplated by subsection (c)(vii) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(l)         Prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities.

(m)       Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement.

(n)        Use its reasonable best efforts to cause all shares of Registrable Securities covered by such Registration Statement to be authorized to be listed on

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a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange.

(o)        Enter into such agreements (including, without limitation, an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested, (ii) furnish to the selling holders of such Registrable Securities opinions of counsel and a negative assurance letter to WIND and updates thereof (which counsel, opinions and letter (in form, scope and substance, in the case of such opinions and such letter) shall be reasonably satisfactory to the selling holders of such Registrable Securities, the managing underwriters, if any, and counsels to the selling holders of the Registrable Securities), addressed to each selling holder of Registrable Securities and each of the underwriters, if any, covering the matters customarily covered in opinions and negative assurance letters requested in underwritten offerings and such other matters as may be reasonably requested by such holders, counsel and underwriters, (iii) obtain “cold comfort” letters and updates thereof from the independent certified public accountants of WIND (and, if necessary, any other independent certified public accountants of any subsidiary of WIND or of any business acquired by WIND for which financial statements and financial data are, or are required to be, included in the Registration Statement) who have certified the financial statements included in such Registration Statement, addressed to each selling holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, which form and substance shall be acceptable to the selling holders of the Registrable Securities, (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 7 hereof with respect to all parties to be indemnified pursuant to said Section and (v) deliver such documents and certificates as may be reasonably requested by any holder of Registrable Securities being sold, such holder’s counsel and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to subsection (o)(i) above and to evidence compliance with the conditions contained in the underwriting agreement or other agreement entered

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into by WIND. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder.

(p)        Make available for inspection by the selling holders of Registrable Securities, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorneys or accountants retained by such selling holders or underwriter, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of WIND and its subsidiaries, and cause the officers and employees of WIND and its subsidiaries to supply all information in each case reasonably requested by any such holder, underwriter, attorney or accountant in connection with such Registration Statement; provided, however, that any information that is not publicly available at the time of delivery of such information shall be kept confidential by such Persons (other than disclosure by such Persons to such Persons’ respective affiliates) unless (i) disclosure of such information is required by court or administrative order or other legal process, (ii) disclosure of such information is required by law, or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such Person. In the case of a proposed disclosure pursuant to (i) or (ii) above, such Person shall, to the extent practical, be required to give WIND written notice of the proposed disclosure prior to such disclosure and, if requested by WIND, at WIND’s expense, assist WIND in seeking to prevent or limit the proposed disclosure.

(q)        Comply with all applicable rules and regulations of the Commission and make available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, or any similar rule promulgated under the Securities Act, no later than forty-five (45) days after the end of any twelve (12) month period (or ninety (90) days after the end of any twelve (12) month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of WIND after the effective date of a Registration Statement, which statements shall cover one of said twelve (12) month periods.

(r)         Cause its officers to support the marketing of the Registrable Securities covered by the Registration Statement (including, without limitation, participation in “road shows”), to the extent reasonably requested.

Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) any Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable

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Securities. WIND may require each seller of Registrable Securities as to which any registration is being effected to furnish to WIND in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as WIND may, from time to time, reasonably request in writing.

Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any notice from WIND of the happening of any event of the kind described in subsection (c) (iii), (iv), (v), (vi) or (vii) hereof, such holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such holder is advised in writing by WIND that the disposition may be resumed and, if applicable, has received copies of the supplemented or amended Prospectus contemplated by subsection (k) hereof, together with any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that WIND shall extend the time periods under Section 2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the holder is required to discontinue disposition of such securities.

SECTION 6.  Registration Expenses.  All fees and expenses incident to the performance of or compliance with this Agreement by WIND (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Financial Industry Regulatory Authority and the Commission, (B) of compliance with securities or Blue Sky laws, including, without limitation, any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities pursuant to Section 5(h) and (C) of listing and registration with a national securities exchange or national market interdealer quotation system), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of WIND, (iv) fees and disbursements of counsel for WIND, (v) expenses of WIND incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(o)(iii) hereof (including, without limitation, the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by WIND, (vii) rating agency fees and (viii) reasonable fees and disbursements of one counsel reasonably acceptable to WIND for the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the holders of a majority of the Registrable Securities included in such Registration Statement) shall be borne by WIND whether or not any Registration

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Statement is filed or becomes effective. In addition, WIND shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by WIND are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by WIND.

WIND shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses 6(i)(B) and (viii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by WIND) or (iii) any other expenses of the holders of Registrable Securities not specifically required to be paid by WIND pursuant to the first paragraph of this Section 6.

SECTION 7.  Indemnification.

(a)        Indemnification by WIND.  WIND shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the affiliates, officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular or other document (including, without limitation, any related Registration Statement, notification or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by WIND of the Securities Act or any rule or regulation thereunder applicable to WIND and relating to action or inaction required of WIND in connection with any such registration, qualification, or compliance, and will reimburse each such holder,

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each of its affiliates, officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees and each person controlling such holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided, however that WIND will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to WIND by such holder. It is agreed that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of WIND (which consent shall not be unreasonably withheld).

(b)        Indemnification by Holder of Registrable Securities.  In connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to WIND in writing such information as WIND reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly, WIND, its directors, officers, accountants, attorneys, agents and employees, each Person who controls WIND (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse WIND and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but in each case only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to WIND by such holder specifically for use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts

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paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided further, however, that the liability of each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the Commission at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the Commission or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability; claim or damage at or prior to the time such furnishing is required by the Securities Act.

(c)        Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any Proceeding with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or Proceeding, to, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the indemnifying party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that an indemnified party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the indemnifying party agrees to pay such fees and expenses or (ii) the indemnifying party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; in which case the indemnified party shall have the right to employ counsel and to assume the defense of such claim or proceeding; provided further, however, that the indemnifying party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings

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in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the indemnifying party, such indemnified party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld, delayed or conditioned). The indemnifying party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder.

(d)        Contribution. If the indemnification provided for in this Section 7 is unavailable to an indemnified party in respect of any Losses (other than in accordance with its terms), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this subsection (d), an indemnifying party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds from the sale of the Registrable Securities sold by such indemnifying party exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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(e)        Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with any underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

SECTION 8.  Rule 144.  After the IPO, WIND shall file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, and will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities, WIND shall deliver to such holder a written statement as to whether it has complied with such requirements.

SECTION 9.  Underwritten Registrations.  If any Demand Registration is an underwritten offering or there is any Shelf Offering, the holders of a majority of the Registrable Securities to be sold pursuant to such underwritten Demand Registration or to be included in such Shelf Offering shall have the right to select the investment banker or investment bankers and managers to administer the offering, provided such Persons are reasonably acceptable to WIND.  WIND shall have the right to select the investment banker or investment bankers and managers to administer any Piggyback Registration.

SECTION 10.  Limitation On Subsequent Registration Rights.  From and after the date of this Agreement WIND shall not, without the prior written consent of the holders of two-thirds of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of WIND, giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any registration filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

SECTION 11.  Miscellaneous.

(a)        Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of holders of two-thirds of the Registrable Securities; provided, however, that in no event shall the obligations of any holder of Registrable Securities be materially increased or the rights of any Stockholder be adversely affected (without similarly adversely affecting the rights

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of all Stockholders), except upon the written consent of such holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least two-thirds of the Registrable Securities being sold by such holders pursuant to such Registration Statement.

(b)        Notices.  All notices, requests, consents and other communications hereunder to any party shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this subsection (b)) or nationally recognized overnight courier, addressed to such party at the address or facsimile number set forth in WIND’s records in the case of a Stockholder, or below with respect to WIND, or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:

If to WIND, to:

First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA  02111
Telephone: 617-960-2888
Facsimile: 617-960-2889
Attention: General Counsel

with a copy (which shall not constitute notice to WIND) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY  10017
Telephone: 212-450-4565
Facsimile: 212-701-5565
Attention: Joseph A. Hall

Each such notice or other communication shall be deemed received on the date sent to the recipient thereof in accordance with this subsection (b), if sent prior to 5:00 p.m. in the place of receipt and such day is a Business Day; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

(c)        Successors and Assigns; Stockholder Status.  This Agreement shall inure to the benefit of the recipients of a Partner Distribution (provided that in connection with a Partner Distribution a single Person shall have been appointed

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and duly authorized to serve as agent on behalf of all such transferees with respect to all matters that are the subject of this Agreement, including the giving and receiving of notice on behalf of such transferees) and shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent holders (each, a “Subsequent Holder”) of Registrable Securities that, alone or taken together with their Affiliates, acquired, directly or indirectly, from a Stockholder or Stockholders, not less than 20% of the Registrable Securities held by such Stockholder or Stockholders (together with their Affiliates) as of the date hereof (each, a “Permitted Transferee”); provided, however, that such Permitted Transferee shall not be entitled to such rights unless such Permitted Transferee shall have executed and delivered to WIND an Addendum Agreement substantially in the form of Exhibit A hereto promptly following the acquisition of such Registrable Securities, in which event such Permitted Transferee shall be deemed a Stockholder for purposes of this Agreement and Annex A shall be updated by WIND accordingly, and provided further that no such Subsequent Holder shall have any rights under this Agreement at such time as such Subsequent Holder’s Registrable Securities are freely tradable without volume limitations under Rule 144.  Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective Permitted Transferees any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained.  It is understood and agreed that no assignment or transfer by any of D. E. Shaw, Madison Dearborn, UPC Holding or Alberta of any of the Demand Registrations to which it is entitled pursuant to the third paragraph of Section 2(a) will result in an increase in the number of Demand Registrations (that do not constitute “shelf” registrations) to which WIND is otherwise subject.

(d)   Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e)   Headings.  The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(f)    Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of New York without regard to conflicts of law principles thereof.

(g)   Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their

26

commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants ‘ and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(h)   Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by WIND with respect to Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(i)    Securities Held by WIND or its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by WIND or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(j)    Termination. This Agreement shall terminate on the date when no Registrable Securities remain outstanding; provided that Section 6 and Section 7 shall survive any termination.

(k)   Specific Performance. The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable Securities for breaches by WIND of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach.

(l)    Consent to Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought and maintained exclusively in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York located in the County of New York.  Each of the parties irrevocably consents to submit to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding.  Process in any such suit, action or proceeding in such courts may be served, and shall be effective, on any party anywhere in the world, whether within or without the jurisdiction of any such court, by any of the methods specified for the giving of notices pursuant to subsection (b) of this Section 11.  Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection or

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defense that it may now or hereafter have based on venue, inconvenience of forum, the lack of personal jurisdiction and the adequacy of service of process (as long as the party was provided notice in accordance with the methods specified in subsection (b) of this Section 11) in any suit, action or proceeding brought in such courts.

(m)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.
By:	D. E. SHAW & CO., L.L.C., AS MANAGER
	By:
		Name:
		Title:
D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.
By:	D. E. SHAW & CO., L.L.C., AS MANAGER
	By:
		Name:
		Title:
MADISON DEARBORN CAPITAL PARTNERS IV, L.P.
By:	MADISON DEARBORN PARTNERS IV, L.P.
Its:	GENERAL PARTNER
By:	MADISON DEARBORN CAPITAL PARTNERS, LLC
Its:	GENERAL PARTNER
	By:
		Name:
		Title:

29

[NAME]
By:
	Name:
	Title:

30

Annex A

STOCKHOLDERS

Exhibit A

ADDENDUM AGREEMENT

This ADDENDUM AGREEMENT is made this      day of                         , 20    , by and between                                      (the “New Stockholder”) and First Wind Holdings Inc. (“WIND”), pursuant to a Registration Rights Agreement (as amended from time to time, the “Agreement”) dated as of           , 2010, by and among WIND and the Stockholders.

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

W I T N E S S E T H:

WHEREAS, WIND has agreed to provide registration rights with respect to the Registrable Securities as set forth in the Agreement;

WHEREAS, the New Stockholder has acquired Registrable Securities directly or indirectly from a Stockholder; and

WHEREAS, WIND and the Stockholders have required in the Agreement that all persons desiring registration rights must enter into an Addendum Agreement binding the New Stockholder to the Agreement to the same extent as if it were an original party thereto;

NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Stockholder acknowledges that it has received and read the Agreement and that the New Stockholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were a Stockholder originally party to the Agreement.

[NAME]
By:
	Name:
	Title:
Address for Notices:
Facsimile No.

32

AGREED TO pursuant to Section 11(c) of the Agreement.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:

33

EX-10.38

Exhibit 10.38

FIRST WIND HOLDINGS INC.
2010 LONG TERM INCENTIVE PLAN

SECTION 1.Purpose, Definitions.

The purpose of the First Wind Holdings Inc. 2010 Long Term Incentive Plan (the “Plan”) is to enable First Wind Holdings Inc. (the “Company”) to attract, retain and reward employees of the Company and its Subsidiaries, and strengthen the mutuality of interests between such employees and the Company’s shareholders, by offering such employees performance-based stock incentives and/or other equity interests or equity-based incentives in the Company, as well as performance-based incentives payable in cash.

For purposes of the Plan, the following terms shall be defined as set forth below:

(a)“Affiliate” means any business entity in which the Company or any Subsidiary has an equity ownership interest of at least 20%, but less than 50%.

(b)“Award” means any award of a Stock Option, Stock Appreciation Right, Restricted Stock, Deferred Stock, Performance-Related Award or Stock-Based Award made pursuant to the Plan.  Award shall also include a cash incentive award payable in accordance with Section 8(b).

(c)“Board” means the Board of Directors of the Company.

(d)“Cause” means (i) the willful failure by the Participant to perform substantially the Participant’s duties (other than due to physical or mental illness) after reasonable notice to the Participant of such failure; (ii) the Participant’s willful misconduct or gross negligence in connection with the business or affairs of the Company or any of its Subsidiaries; (iii) the Participant’s conviction or plea of nolo contendere in a court of law of any crime or offense, excluding minor traffic violations and other minor offenses, or the Participant’s indictment or entering into a consent decree relating to any violations of U.S. or foreign securities laws; (iv) the willful and material breach by the Participant of any written covenant or agreement with the Company or any Subsidiary not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Subsidiary or not to compete or interfere with the Company or any Subsidiary; (v) the Participant’s substance abuse, including abuse of alcohol, drugs or other substances or use of illegal narcotics or substances, for which the Participant fails to undertake treatment immediately after requested by the Board or to complete such treatment and which abuse continues or resumes after such treatment period; or (vi) the Participant’s misappropriation of funds or other acts of dishonesty involving the Company or any of its Subsidiaries.  Notwithstanding the foregoing, in the

event that the Participant and the Company are parties to an employment agreement or other individual agreement expressly designated by the Committee (including the agreement under which an Award pursuant to this Plan is granted) that defines the term “cause”, the term Cause in respect of such Participant (or, if applicable, such Award) shall have the meaning specified in such agreement.

(e)“Change in Control” means, unless otherwise defined in an Award agreement or other agreement expressly designated by the Committee to apply to any Award made to a Participant, a class of Participants or all Participants, the happening of any of the following after the occurrence of an underwritten public offering of the Stock:

(i)When during any twelve (12) month period any “person” as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including any “group” within the meaning of both Section 13(d) of the Exchange Act and Treas. Reg. §1.409A-3(i)(5)(v)(B), but excluding the Company, any Subsidiary or any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of such plan acting as trustee), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, as amended from time to time), of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities;

(ii)When during any twelve (12) month period the individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date of the Plan whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual (x) whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board and (y) who is a nominee or other representative of the person(s) who conducted or threatened such contest or solution or an affiliate thereof; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”); provided that, a Business Combination will not constitute a Change in Control if each of the following three conditions are satisfied following such Business Combination:

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(A)all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the then outstanding shares of Stock of the Company and the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries);

(B)no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) becomes, by reason of such Business Combination, the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of such corporation, but disregarding for this purpose any beneficial ownership held more than twelve (12) months prior to the effective time of such  Business Combination; and

(C)at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

Without limiting the generality of the foregoing, the above definition is intended to constitute a change in the ownership, a change in effective control or a change in the ownership of a substantial portion of the assets of the Company, in each case as defined in Treasury Regulation §1.409A-3(i)(5) or any successor guidance thereto (a “409A Change Event”) and no event, change in ownership or occurrence shall be a Change in Control under this Plan unless it is also a 409A Change Event.

(f)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(g)“Committee” means the committee referred to in Section 2 of the Plan.

(h)“Company” means First Wind Holdings Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

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(i)“Consultant” means any individual who is providing services to the Company or any Subsidiary other than as an employee, officer or Director, and any individual providing services to any Affiliate, regardless of in what capacity.

(j)“Deferred Stock” means a right granted pursuant to Section 7 to receive Stock at the end of a specified Restriction Period or, if so specified by the Committee, Restricted Stock prior to the end of the specified Restriction Period.

(k)“Director” means each director of the Company serving in office from time to time who is not also an officer or employee of the Company or any Subsidiary.

(l)“Disability”, for awards not subject to Section 409A of the Code, means disability as determined under procedures established by the Committee for purposes of this Plan.  For awards subject to Section 409A of the Code, “Disability” shall have the meaning given in Section 409A(a)(2)(C) of the Code; determination of such Disability shall be made by the Committee consistently with Treasury Regulation §1.409A-3(i)(4)(i) or successor guidance thereto.

(m)“Early Retirement” means with respect to a Participant who is not a Director or Consultant retirement from active employment with the Company and any Subsidiary at or after attaining age fifty-five (55) with ten (10) years of service (or such greater or lesser period of service that the Committee shall determine and specify in the applicable Award agreement).

(n)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(o)“Fair Market Value” means a price that is based on the opening, closing, actual, high, low, or average selling prices of the Stock on the NASDAQ Global Market or other established stock exchange (or exchanges) on which the Stock is traded on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion.  In all events, the definition of Fair Market Value used for purposes of the Plan shall be consistent with the requirements of Treasury Regulation §1.409A-1(b)(5)(iv).  Such definition(s) of Fair Market Value shall be specified in each Award agreement and may differ depending on whether Fair Market Value is in reference to the grant, exercise, vesting, settlement, or payout of an Award.  If, however, the accounting standards used to account for equity awards granted to Participants are substantially modified subsequent to the Effective Date of the Plan, the Committee shall have the ability to determine an Award’s Fair Market Value based on the relevant facts and circumstances.  If the Stock is not traded on an established stock exchange, Fair Market Value shall be determined by the Committee based on objective criteria.

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(p)“Incentive Stock Option” means any Stock Option intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

(q)“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(r)“Normal Retirement” means in the case of a Participant who is not a Consultant or Director retirement from active employment with the Company and any Subsidiary at or after attaining age 65 and having completed five (5) years of service (or such greater or lesser period of service that the Committee shall determine and specify in the applicable Award agreement).  In the case of a Participant who is a Director, Retirement means retirement from the Board of Directors at or after any mandatory retirement age established by the Company from time to time with respect to service on the Board.

(s)“Participant” means any officer or employee of the Company or any Subsidiary, any Director or any Consultant who has been granted an Award under the Plan.

(t)“Performance Criteria” shall have the meaning ascribed thereto in Section 8.

(u)“Performance-Related Award” means any Performance-Related Incentive Award or Performance-Related Stock Award made pursuant to Section 8, the vesting of which is contingent upon the determination by the Committee that performance objectives established by the Committee have been attained, in whole or in part.

(v)“Plan” means this First Wind Holdings Inc. 2010 Long Term Incentive Plan, as it may be amended from time to time.

(w)“Restricted Stock” means shares of Stock that are subject to restrictions under Section 7 below.

(x)“Retirement” means Normal Retirement or Early Retirement.

(y)“Stock” means the Class A Common Stock, $0.001 par value per share, of the Company.

(z)“Stock Appreciation Right” means the right granted under Section 6 below which entitles the grantee to receive, upon the exercise thereof in whole or in part, an amount in shares of Stock equal in value to the excess of the Fair Market Value (at the time of exercise) of one share of Stock over the base price per share specified with respect to the Stock Appreciation Right, multiplied by the number of shares in respect of

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which the Stock Appreciation Right shall have been exercised.  The number of shares to be issued shall be calculated on the basis of the Fair Market Value of the shares at the time of exercise.  Notwithstanding the foregoing, the Committee may elect, at any time and from time to time, in lieu of issuing all or any portion of the shares of Stock otherwise issuable upon any exercise of any such Stock Appreciation Right, to pay the grantee an amount in cash or other marketable property of a value equivalent to the aggregate Fair Market Value at the time of exercise of the number of shares of Stock that the Committee is electing to settle in cash or other marketable property.

(aa)“Stock-Based Award” shall have the meaning ascribed thereto in Section 9.

(bb)“Stock Option” or “Option” means any option to purchase shares of Stock granted pursuant to Section 5 below.

(cc)“Subsidiary” means any corporation (other than the Company) or other business entity in an unbroken chain beginning with the Company if each of the corporations or business entities (other than the last corporation or entity in the unbroken chain) owns (i) stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain or (ii) capital and profits interests or other ownership interests representing fifty percent (50%) or more of all the capital and profits interests or other ownership interests in one of the business entities (other than a corporation) in the chain.

SECTION 2.Administration.

(a)Appointment of Committee.  The Plan shall be administered by a committee of not less than two members of the Board, who shall be appointed by, and serve at the pleasure of, the Board.  In selecting the members of the Committee, the Board shall take into account the requirements for the members of the Committee to be treated as “Outside Directors” within the meaning of Section 162(m) of the Code and “Non-Employee Directors” for purposes of Rule 16b-3, as promulgated under Section 16 of the Exchange Act, as well as any independence requirements of the NASDAQ Global Market or other established stock exchange on which the Stock is listed from time to time. The functions of the Committee specified in the Plan shall be exercised by the Board, if and to the extent that no Committee exists which has the authority to so administer the Plan.

(b)Powers Related to Awards.  The Committee shall have full authority to grant, pursuant to the terms of the Plan, Awards to officers and other employees, Directors or Consultants eligible under Section 4.  In addition to any other authority that may be afforded to the Committee under the Plan, the Committee shall have the authority:

6

(i)to select the officers and other employees of the Company and its Subsidiaries and the Directors and Consultants to whom Awards may from time to time be granted hereunder and, subject to the provisions of Section 3, Section 5 and Section 8, to determine the number of shares to be covered by each such Award granted hereunder;

(ii)to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the share price and any restriction or limitation, or any vesting acceleration or waiver of forfeiture restrictions, regarding any Stock Option or other Award and/or the shares of Stock relating thereto, based in each case on such factors as the Committee shall determine in its sole discretion);

(iii)to determine whether, to what extent and under what circumstances Awards are to be made, and operate, on a tandem basis vis-a-vis other Awards under the Plan and/or awards outside of the Plan;

(iv)to determine the manner in which the terms of any Award is evidenced, whether by written notice, agreement, or other document, which may be in an electronic, internet, intranet or other non-paper form, and to determine the manner by which such Award is accepted;

(v)to determine the terms and conditions pursuant to which an Award may vest, lapse or be terminated, and

(vi)to impose conditions that may require the repayment, in whole or in part, of the compensation or other benefit received by a Participant with respect to any Award or Awards, to the extent that the compensation or benefit was derived from the misconduct of the Participant or inaccuracies in the financial data upon which payment of any Award was made.

(c)Interpretative Powers.  The Committee shall have the authority:  to adopt and modify such rules, guidelines and practices governing the Plan which are not inconsistent with the terms of the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan.  Section 409A of the Code applies to certain Awards under this Plan, and it is intended that all such Awards shall be issued, administered, exercised and paid or transferred in conformance therewith.  All decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be final and binding on all persons, including the Company and Participants.  Accordingly, notwithstanding anything in Section 11 to the contrary, the Committee shall have authority to amend or restate the terms of a grant or Award to the extent that, by such

7

action, it may preclude a violation of Section 409A of the Code, without the consent of the recipient thereof.

(d)Delegation.  The Committee may appoint in writing such person or persons as it may deem necessary or desirable to carry out any of the duties and responsibilities of the Committee hereunder and may delegate to such person or persons in writing such duties, and confer upon such person or persons in writing, such powers, discretionary or otherwise, and within such parameters and subject to such limitations, as the Committee may deem appropriate.  Without limiting the generality of the foregoing, but subject to applicable law, the Committee may authorize from time to time the Chief Executive Officer and/or a member of the Board or a committee of directors or officers of the Company or its Subsidiaries or a subcommittee of members of the Committee to grant Awards under this Plan to officers and other employees of the Company or its Subsidiaries or Consultants authorized or approved by the Committee (including grants of individual Awards to officers and other employees or Consultants authorized or approved by the Committee in a pool of Awards), subject to any conditions or limitations as the Committee may establish; provided that all Awards to Directors or executive officers of the Company shall be approved by the Committee or a subcommittee thereof.

SECTION 3.Stock Subject to Plan.

(a)Initial Share Authorization.  The total number of shares of Stock reserved and available for distribution under the Plan shall be 5,500,000 shares.  Shares issued under this Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.  As otherwise expressly provided in this Plan, Awards granted hereunder may be payable in shares of Stock, cash or other property, or any combination thereof, as determined by the Committee.

(b)Effect of Forfeitures and Other Settlements.  Any shares of Stock subject to a Stock Option or Stock Appreciation Right, or to any Restricted Stock, Deferred Stock or Performance-Related Award, forfeited or otherwise terminated or settled, in whole or in part, without a payment being made to the Participant in the form of Stock shall again be available for distribution in connection with future Awards under the Plan.  Without limiting the generality of the preceding sentence, upon the exercise of a Stock Appreciation Right, regardless of whether granted on a stand-alone basis or in tandem with any Stock Option, only the number of shares of Stock actually issued in connection with the exercise of such Stock Appreciation Right (and not the corresponding number of shares of Stock related to the Stock Appreciation Right (or portion thereof) being exercised) shall be treated as issued under the Plan and the remaining number of shares of Stock related to such exercised Stock Appreciation Right (or portion thereof), including the corresponding number of shares related to any tandem Stock Option cancelled upon such exercise, shall again be available for issuance under the Plan.

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(c)Adjustments.  In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, extraordinary cash dividend, other change in corporate structure affecting the Stock, or other event or transaction of a similar nature that results in a material change in the value of the Stock, such substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price or base price of shares subject to outstanding Stock Options or Stock Appreciation Rights granted under the Plan, and in the number of shares subject to other outstanding Awards granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion and in compliance with Section 409A of the Code, to prevent the enhancement or diminution of the rights of any Participant hereunder or in the benefits collectively available under the Plan for all Participants and all persons eligible to be Participants, provided that the number of shares subject to any Award shall always be a whole number.

SECTION 4.Eligibility.

Officers and other key employees of the Company and its Subsidiaries who are responsible for, or contribute to, the management, growth and/or profitability of the business of the Company and/or its Subsidiaries are eligible for Awards under the Plan.  In addition, the Committee may make grants of Awards to Directors and Consultants or to all employees or any particular employee or any class of employees, to the extent that the Committee shall determine that such Awards will advance the objectives or promote the interests of the Company.

SECTION 5.Stock Options.

Stock Options may be granted alone, in addition to, or in tandem with, other Awards granted under the Plan.  Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.  The Committee shall have the authority to grant to any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in each case with or without Stock Appreciation Rights); provided that, Incentive Stock Options may not be granted to a Director or Consultant.  In no event shall any Stock Option and/or Stock Appreciation Right grant to any person made more than 12 months following the initial public offering of the Stock result in such person receiving in any calendar year Stock Options or Stock Appreciation Rights in respect of more than 1,000,000 shares, as such number may be adjusted pursuant to Section 3(c).  In no event may any Stock Option or Stock Appreciation Rights be granted in connection with, or conditioned upon, the exercise of any previously granted Stock Option or Stock Appreciation Rights.  Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

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(a)Option Price.  The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant; provided, that such option price may not be less than the Fair Market Value of the Stock at the time the Stock Option is granted.  Without the express approval of the Company’s shareholders, except as otherwise provided in Section 3(c), the Committee shall not be entitled to amend or otherwise modify any Stock Option to lower the option price per share below the Fair Market Value on the date of grant, or to issue any replacement Stock Option or similar Award in exchange for a Stock Option with a higher exercise price.

(b)Option Term.  The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the Option is granted.

(c)Exercisability.  Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.  If the Committee provides, in its sole discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions at any time in whole or in part, based on such factors as the Committee shall determine, in its sole discretion.

(d)Method of Exercise.  Subject to whatever installment exercise provisions apply under Section 5(c) and subject to whatever restrictions may be imposed by the Company, Stock Options may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of shares as to which the Stock Option is being exercised.  Without limiting the generality of the foregoing, payment of the option price with respect to any portion of any Option being exercised may be made: (i) in cash or its equivalent; (ii) by exchanging shares of Stock owned by the optionee (which are not the subject of any pledge or other security interest); (iii) through an arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the proceeds of the sale of Stock; or (iv) by any combination of the foregoing, provided that the combined value of all cash and cash equivalents paid and the Fair Market Value of any such Stock so tendered to the Company, valued as of the time of such tender, is at least equal to such option price multiplied by the number of shares of Stock for which the Option is being exercised.  In addition, the Committee may permit any Stock Option to be exercised without payment of the purchase price, in which case the Company’s sole obligation shall be to issue to the optionee the same number of shares of Stock as would have been issued had such Stock Option been Stock Appreciation Rights in respect of an identical number of shares of Stock.  An optionee shall not have any rights to dividends or other rights of a shareholder with respect to shares subject to the Option until the optionee has exercised such Stock Option by paying for the shares being exercised (or the Company has elected to net settle such Stock Option) in accordance with this Section 5(d).

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(e)Transferability of Options.  Unless the Committee shall permit (on such terms and conditions as it shall establish) an Option (other than an Incentive Stock Option) to be transferred to a member of the Participant’s immediate family or to a trust or similar vehicle solely for the benefit of the Participant and/or such immediate family members, no Option shall be assignable or transferable except by will or the laws of descent and distribution, and except to the extent required by law, no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant.

(f)Termination by Death, Disability and Retirement.  Subject to Section 5(h), if an optionee’s employment by or service for the Company and any Subsidiary (or, in the case of a Consultant, service for an Affiliate) terminates by reason of death, Disability or Retirement, any Stock Option held by such optionee may thereafter be exercised in accordance with the terms and conditions established by the Committee.  In the event of termination of employment or service by reason of death, Disability or Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 421 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(g)Cause.  Upon a Participant’s termination of employment or service for Cause, any Stock Options held by such Participant shall be immediately cancelled and may not thereafter be exercised, even if exercisable on the date of such termination.

(h)Other Termination.  If an optionee’s employment or service for the Company or any Subsidiary (or, in the case of a Consultant, any Affiliate) terminates for any reason other than Cause, death, Disability or Normal or Early Retirement (including, without limitation, a voluntary resignation), any unvested Stock Option shall thereupon terminate and the Committee may permit an optionee up to 90 days following such termination to exercise any Stock Options that are exercisable as of the date of such termination.

(i)Incentive Stock Options.  Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the optionee(s) affected, to disqualify any Incentive Stock Option under such Section 422.  In the case of certain ten percent (10%) stockholders, the option price per share of Stock purchasable under an Incentive Stock Option shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Stock at the time the Incentive Stock Option is granted and the exercise period shall not be greater than five years from the date of grant.

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SECTION 6.Stock Appreciation Rights.

Stock Appreciation Rights may be granted alone, in addition to, or in tandem with, other Awards granted under the Plan.  Any Stock Appreciation Right granted under the Plan shall be in such form as the Committee may from time to time approve.  Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan.  In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Stock Option.  In the case of an Incentive Stock Option, unless the Participant otherwise consents, such rights may be granted only at the time of grant of such Stock Option.  Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

(a)Exercisability.  Stock Appreciation Rights shall be exercisable at such time and subject to such conditions as the Committee shall specify, except that any Stock Appreciation Right granted in tandem with a Stock Option (or portion thereof) shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate shall be exercisable, including in the event of the termination of the Participant’s employment or service, in accordance with the provisions of Section 5 of the Plan.  Any Stock Appreciation Right granted on a stand-alone basis shall be subject to the same rules regarding exercisability (including those pertaining to the impact of termination of employment or service and the periods following termination of such employment or service) that apply to Stock Options under Section 5.

(b)Shares Delivered on Exercise.  A grantee of a Stock Appreciation Right shall not have any rights to dividends or other rights of a shareholder with respect to shares subject to the Stock Appreciation Right until the grantee has exercised the Stock Appreciation Right.  Upon the exercise of a Stock Appreciation Right, a grantee shall be entitled to receive an amount in shares of Stock (or, solely to the extent determined by the Committee, cash) equal in value to the excess of the Fair Market Value (at the time of exercise) of one share of Stock over the base price per share specified with respect to the Stock Appreciation Right, multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised.  When payment is to be made in shares, the number of shares to be paid shall be calculated on the basis of the Fair Market Value of the shares at the time of exercise.  Notwithstanding anything in this Section 6(b) to the contrary, the base price in respect of any Stock Appreciation Right shall not be less than the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted. Without the express approval of the Company’s shareholders, except as otherwise provided in Section 3(c), the Committee shall not be entitled to amend or otherwise modify any Stock Appreciation Right to lower the exercise price below the Fair Market Value applicable at the date of grant, or to issue any replacement Stock Appreciation Right or similar award in exchange for a Stock Appreciation Right with a higher exercise price.

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(c)Exercise of Stock Appreciation Rights.  A Stock Appreciation Right may be exercised by a grantee, subject to Section 6(b), in accordance with the procedures established by the Committee from time to time for such purposes.  Upon such exercise, the grantee shall be entitled to receive an amount determined in the manner prescribed in Section 6(b).

(d)Exercise of Tandem Option.  A Stock Appreciation Right or applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option (and similarly the related Stock Option shall no longer be exercisable upon the exercisable upon the exercise or termination of the related Stock Appreciation Right), subject to such provisions as the Committee may specify at grant where a Stock Appreciation Right is granted with respect to less than the full number of shares covered by a related Stock Option.

(e)Transferability.  Stock Appreciation Rights shall be transferable only to the extent that Stock Options may be transferable under Section 5(e) of the Plan.

SECTION 7.Restricted Stock and Deferred Stock.

(a)Administration.  Restricted Stock or Deferred Stock may be issued either alone, in addition to, or in tandem with, other Awards granted under the Plan and/or awards made outside of the Plan.  The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock or Deferred Stock will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient, the time or times within which such Awards may be subject to forfeiture, and all other terms and conditions of the Awards.  The Committee may condition the grant of Restricted Stock or Deferred Stock upon the attainment of specified Performance Criteria or such other factors as the Committee may determine, in its sole discretion.  The provisions of Restricted Stock or Deferred Stock Awards need not be the same with respect to each recipient.  The shares of Restricted Stock and any Deferred Stock awarded pursuant to this Section 7 shall be subject to the following terms and conditions:

(b)Restriction Period.  Subject to the provisions of this Plan and the Award agreement, during a period set by the Committee commencing with the date of such Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock or Deferred Stock awarded under the Plan.  Unless otherwise provided by the Committee, in its discretion, as provided in the applicable Award agreement or in rules or procedures that the Committee shall establish from time to time, any Award of Restricted Stock or Deferred Stock shall be forfeited in the event of termination of employment or service with the Company or any Subsidiary (or, in the case of a Consultant, an Affiliate) prior to the end of the Restriction Period. Where the Restriction Period will lapse or expire based on Performance Criteria, as provided in Section 8, the Restriction Period shall be at least one (1) year, but may be

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waived by the Committee, in the event of death, Disability, Retirement or a Change in Control, whether in its discretion, as provided in the applicable Award agreement or in rules or procedures that the Committee shall establish from time to time.  Subject to the two immediately preceding sentences, the Committee, in its sole discretion, may provide for the lapse of any restrictions imposed on any Restricted Stock or Deferred Stock Award in installments and may accelerate or waive such restrictions in whole or in part, based on service, Performance Criteria and/or such other factors as the Committee may determine, in its sole discretion

(c)Dividend Equivalents on Deferred Stock.  The Committee shall determine whether an amount equivalent to any dividends declared on a share of Stock will be credited with respect to an Award of Deferred Stock and, if so, when such dividend equivalents will paid and whether they will be paid in (or valued by reference to) cash, Restricted Stock or additional Deferred Stock, in any case in compliance with Section 409A of the Code.  Notwithstanding the foregoing, except to the extent that stock, property or extraordinary dividend would require an adjustment to such an Award pursuant to Section 3(c), no dividend equivalents shall be payable in respect of any Performance-Related Stock Award that has not become vested as of the record date of the corresponding dividend payable on the Stock.

(d)Delivery.  Promptly after the lapse of the Restriction Period with respect to any Award of Restricted Stock (unless and to the extent that the Committee decides to settle the Award in cash), if and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, the Company shall record on its books and records, in a manner generally consistent with its then current procedures for recording stock ownership, the Participant’s ownership of an appropriate number of unrestricted shares of Stock.  At the expiration of the Restriction Period with respect to any Award of Deferred Stock, the Company shall record on its books and records, in a manner generally consistent with its then current procedures for recording stock ownership, the Participant’s ownership of a number of shares of Stock equal to the shares covered by the Deferred Stock Award; provided, that, the Committee may determine, at or after grant, whether, and to what extent, to settle Deferred Stock in cash.

SECTION 8.Performance-Related Awards.

(a)Performance Objectives.  Notwithstanding anything else contained in the Plan to the contrary, unless the Committee otherwise determines at the time of grant, any Award of Restricted Stock or Deferred Stock to an officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, other than an Award which will vest solely on the basis of the passage of time, shall become vested, if at all, upon the determination by the Committee that performance objectives established by the Committee have been attained, in whole or in part (a “Performance-Related Stock Award”).  In addition, the Committee may grant dollar denominated awards to any Participant, the vesting of which shall be subject to the determination by the Committee

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that performance objectives established by the Committee shall have been satisfied, in whole or in part (a “Performance-Related Incentive Award”).  The performance objectives upon which any Performance-Related Award shall be based shall be determined over a measurement period or periods established by the Committee (which period or periods shall not be less than one (1) year).  The Committee shall determine the performance objectives that must be satisfied with respect to any Performance-Related Award from among the following criteria, which may be determined solely by reference to the performance of:  (i) the Company; (ii) a Subsidiary or (iii) a division or unit of any of the foregoing or based on comparative performance of any of the foregoing relative to past performance or to other companies:  (A) return on equity; (B) total shareholder return; (C) primary or fully diluted earnings per share; (D) EBITDA; (E) revenues; (F) cash flows, revenues and/or earnings relative to other parameters (e.g., net or gross assets); (G) operating income; (H) return on investment; (I) changes in the value of the Stock; (J) return on assets, (K) completion of commissioned wind energy projects and (L) value creation per kilowatt (the “Performance Criteria”).  In addition to the Performance Criteria established pursuant to the immediately preceding sentence, the Committee may further condition the vesting of any Performance-Related Award on achieving such additional performance conditions of whatever nature that the Committee deems appropriate.  Excluding Stock Options and/or Stock Appreciation Rights granted hereunder, the maximum number of shares of Stock that may be subject to any such Performance-Related Stock Award granted to any employee in any calendar year shall not exceed 500,000 shares, as such number may be adjusted pursuant to Section 3(c); provided that, based on the level of achievement of the performance conditions, the number of shares of Stock issuable in respect of any Performance-Related Stock Award upon achievement of the applicable performance conditions may be up to twice the number of shares initially granted.  The maximum initial dollar value of any Performance-Related Incentive Award granted in respect of a performance period may not exceed $5,000,000; provided that, based on the level of achievement of the performance conditions, the actual amount payable in respect of such Performance-Related Stock Award upon achievement of the applicable performance conditions may be twice the initial dollar value.

(b)Annual Incentive Compensation.  The Committee may, in addition to the Performance-Related Awards described above, pay cash amounts under the Plan, to any officer of the Company or any Subsidiary who is subject to the reporting requirements of Section 16(a) of the Exchange Act upon the achievement, in whole or in part, of performance goals or objectives established in writing by the Committee with respect to such performance periods as the Committee shall determine.  Any such goals or objectives shall be based on one or more of the Performance Criteria.  Notwithstanding anything else contained herein to the contrary, the maximum amount of any such cash payment to any single officer with respect to any calendar year shall not exceed $2,000,000.

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(c)Interpretation.  Notwithstanding anything else contained in the Plan to the contrary, to the extent required to so qualify any Performance-Related Award as other performance based compensation within the meaning of Section 162(m)(4)(C) of the Code, if and to the extent applicable to such Performance-Related Award, the Committee shall not be entitled to exercise any discretion otherwise authorized under the Plan (such as the right to accelerate vesting without regard to the achievement of the relevant performance objectives) with respect to such Performance-Related Award if the ability to exercise such discretion (as opposed to the exercise of such discretion) would cause such Award to fail to qualify as other performance based compensation.

SECTION 9.Stock-Based Awards.

(a)Stock-Based Awards.  The Committee may grant other types of equity-based or equity-related awards (“Stock-Based Awards”) not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted shares of Stock) in such amounts and subject to such terms and conditions as the Committee shall determine.  Such Stock-Based Awards may be granted as an inducement to enter the employ of the Company or any Subsidiary or in satisfaction of any obligation of the Company or any Subsidiary to an officer, employee, Director or Consultant, whether pursuant to this Plan or otherwise, that would otherwise have been payable in cash or in respect of any other obligation of the Company or any Subsidiary (or, if determined by the Committee with respect to a Consultant, any Affiliate).  Such Stock-Based Awards may entail the transfer of actual Shares, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

(b)Termination of Service.  The Committee shall specify the extent to which the Participant shall have the right to receive Stock-Based Awards following termination of the Participant’s employment or service with the Company and its Subsidiaries (or, in the case of a Consultant, an Affiliate).  Such provisions need not be uniform among all Stock-Based Awards, and may reflect distinctions based on the reasons for such termination.

(c)Transferability.  Except as the Committee shall otherwise specify at or after grant, Stock-Based Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and during the Participant’s lifetime only by the Participant.

SECTION 10.Change in Control Provisions.

(a)Accelerated Vesting and Payment.  Notwithstanding the provisions of Section 5, Section 6, Section 7 and Section 8, unless otherwise specified in an Award agreement, in the event of a Change in Control

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(i)Any Stock Options and Stock Appreciation Rights awarded under the Plan not previously exercisable and vested shall become fully exercisable and vested;

(ii)The restrictions and deferral limitations applicable to any Restricted Stock, Deferred Stock, Performance-Related Awards or Stock-Based Awards, in each case to the extent not already vested under the Plan, shall lapse and such shares and Awards shall be deemed fully vested, with any Performance Criteria or other performance conditions shall be deemed met at target; and

(iii)The value of all outstanding Awards to the extent vested (including by reason of this Section 10(a)) may at the sole discretion of the Committee at or after grant but prior to any Change in Control, be cashed out, based on the then current Fair Market Value, as of the date such Change in Control is determined to have occurred or such other date prior to the Change in Control as the Committee may determine.

(b)Alternative Awards.  Notwithstanding Section 10(a), no cancellation, acceleration of exercisability, vesting, cash settlement or other payment shall occur with respect to any Award if the Committee reasonably determines in good faith, prior to the occurrence of a Change in Control, that such Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by a Participant’s employer or the entity to whom such Participant provides services (or the parent or an affiliate of such employer or service recipient) immediately following the Change in Control; provided that any such Alternative Award must:

(i)be based on stock which is traded on an established U.S. securities market;

(ii)provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment;

(iii)have substantially equivalent economic value to such Award (determined at the time of the Change in Control and using valuation principles permitted under Treas. Reg. §1.424-1); and

(iv)have terms and conditions which provide that in the event that, during the twenty-four (24) month period following the Change in Control, the Participant’s employment or service is involuntarily terminated for any reason (including, but not limited to a termination due to death or Disability) other than for Cause or Constructively Terminated (as defined below), all of such

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Participant’s Options and/or Stock Appreciation Rights shall be deemed immediately and fully exercisable, the Restricted Period shall lapse as to each of the Participant’s outstanding Restricted Stock awards, each of the Participant’s outstanding Restricted Stock Unit Awards and other Stock-Based Awards shall be payable in full and each such Alternative Award shall be settled for a payment per each share of stock subject to the Alternative Award in cash, in immediately transferable, publicly traded securities or in a combination thereof, in an amount equal to, in the case of an Option or Stock Appreciation Right, the excess of the Fair Market Value of such stock on the date of the Participant’s termination over the corresponding exercise or base price per share and, in the case of any Restricted Stock, Restricted Stock Unit, or other Stock-Based Award, the fair market value of the number of shares of stock subject or related thereto.

(c)Constructive Termination.  For purposes of Section 10(b)(iv), a Participant’s employment or service shall be deemed to have been Constructively Terminated if the Participant terminates employment or service with the Company or a Subsidiary (or, in the case of a Consultant, an Affiliate) within one hundred twenty (120) days following either (x) a material reduction in the Participant’s base salary or basic compensation or a Participant’s incentive compensation opportunity, or (y) the relocation of the Participant’s principal place of employment or service to a location more than fifty (50) miles away from the Participant’s prior principal place of employment or service, in either case, occurring without the Participant’s written consent.

SECTION 11.Amendments and Termination.

The Board may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would (i) without shareholder approval, (A) increase the number of shares available for issuance under the Plan, (B) modify the requirements for participation under the Plan, (C) materially enhance the benefits that may be provided to Participants under the Plan, or (D) authorize the repricing of outstanding Stock Options or Stock Appreciation Rights; or (ii) impair the rights of a Participant under an Award theretofore granted, without the Participant’s consent.  Any amendment of the Plan shall be subject to shareholder approval to extent required under the immediately preceding sentence, applicable law or the applicable rules of any exchange or trading system on which the Stock is listed to trade.  The Committee may amend the terms of any Stock Option or other Award theretofore granted, prospectively or retroactively, but, subject to Section 3 above, no such amendment shall impair the rights of any holder without the holder’s consent.

SECTION 12.General Provisions.

(a)Compliance with Securities Laws.  The Committee may require each person purchasing shares pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that such person is acquiring the

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shares without a view to distribution thereof.  The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.  All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b)Other Compensation Arrangements.  Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

(c)No Right to Continued Employment or Service.  The adoption of the Plan shall not confer upon any employee of the Company or any Subsidiary or any Director or Consultant any right to continued employment or service with the Company, a Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way with the right of the Company, a Subsidiary or Affiliate to terminate the employment or service of any person at any time.

(d)Tax Withholding.  Except as the Participant and the Company may otherwise agree, to the extent withholding is required as a matter of applicable law or regulation, no later than the date as of which an amount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount.  Unless otherwise determined by the Committee, any such withholding obligations may be satisfied by settling an Award, in relevant part, by the payment of cash to the relevant tax authorities in lieu of issuing (or in cancellation of) Stock, including Stock that is part of the Award that gives rise to the withholding requirement.  The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

(e)Indemnification.  No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, failure to act, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and each and any officer or employee of the Company acting on its behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, failure to act, determination or interpretation.

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(f)Deferral of Compensation.  Subject to compliance with the applicable requirements of Section 409A of the Code, the Committee may, in its sole discretion, permit a Participant to postpone the delivery of Stock under any Award under the Plan upon such terms and conditions as the Committee shall determine.

(g)Governing Law.  The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

SECTION 13.Term of Plan.

The Plan shall be effective as of [ ] (the “Effective Date”).  No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards granted prior to such tenth anniversary may extend beyond that date, in accordance with the terms of such Awards.

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EX-10.45

Exhibit 10.45

FIRST WIND HOLDINGS INC.

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), is made and entered into as of the          day of                         , 2010, by and between FIRST WIND HOLDINGS INC., a Delaware corporation (“WIND”) and                            (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors unless they are provided with adequate protection through insurance and adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Board of Directors of WIND (the “Board”) has determined that, in order to attract and retain qualified individuals, WIND will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving WIND and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, WIND believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.  At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against WIND or business enterprise itself.

WHEREAS, the Certificate of Incorporation of WIND (as the same may be amended from time to time, the “Certificate of Incorporation”) provides that WIND shall indemnify and advance expenses to all directors and officers of WIND in the manner set forth therein and to the fullest extent permitted by applicable law, and the Certificate of Incorporation provides for a limitation of liability for directors.  In addition, Indemnitee may be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).  The Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between WIND and members of the Board with respect to indemnification.

WHEREAS, the uncertainties relating to such insurance and to indemnification may increase the difficulty of attracting and retaining directors.

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WHEREAS, the Board has determined that the possible increased difficulty in attracting and retaining directors is detrimental to the best interests of WIND’s stockholders and that WIND should act to assure directors that there will be increased certainty of such protection in the future.

WHEREAS, it is reasonable, prudent and necessary for WIND contractually to obligate itself to indemnify, and to advance expenses on behalf of, directors to the fullest extent permitted by applicable law so that they will serve or continue to serve WIND free from undue concern that they will not be so indemnified.

WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

WHEREAS, Indemnitee does not regard the protection available under the Certificate of Incorporation and insurance as adequate under the present circumstances, and may not be willing to serve as a director of WIND without adequate protection, and WIND desires Indemnitee to serve in such capacity.  Indemnitee is willing to serve and continue to serve for or on behalf of WIND on the condition that he or she be so indemnified.

[WHEREAS, Indemnitee has certain rights to indemnification, advancement and/or insurance provided by the Sponsor Indemnitors (as defined below) which Indemnitee and the Sponsor Indemnitors intend to be secondary to the primary obligation of WIND to provide indemnification and advancement to Indemnitee as provided herein, with WIND’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.]*

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WIND and Indemnitee do hereby covenant and agree as follows:

ARTICLE 1
CERTAIN DEFINITIONS

(a) As used in this Agreement:

* Bracketed language in this form of agreement to be included in indemnification agreements between WIND and the Sponsor Indemnitors’ designees.

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“Change of Control” means any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to WIND in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Exchange Act, regardless of whether WIND is then subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall have become, without prior approval of WIND’s Board by approval of at least two-thirds of the Continuing Directors, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of WIND representing 15% or more of the combined voting power of WIND’s then outstanding voting securities; (iii) there occurs a merger or consolidation of WIND with any other entity, other than a merger or consolidation that would result in the voting securities of WIND outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) all or substantially all the assets of WIND are sold or disposed of in a transaction or series of transactions; (v) the approval by the stockholders of WIND of a complete liquidation of WIND; or (vi) the Continuing Directors cease for any reason to constitute at least a majority of the members of the Board.

“Continuing Director” means (i) each director on the Board on the date hereof or (ii) any new director whose election or nomination for election by WIND’s stockholders was approved by a vote of at least a majority of the directors then still in office who were directors on the date hereof or whose election or nomination was so approved.

“Corporate Status” means the status of a person who is, was or in the future becomes a director of WIND or a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise (as defined below) which such person is or was serving at the request of WIND.

“Disinterested Director” means a director of WIND who is not and was not a party to the Proceeding in respect of which indemnification or advancement of Expenses is sought by Indemnitee.

“Enterprise” means WIND and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving or may in the future serve at the request of WIND as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” means all direct and indirect costs (including attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) of the types customarily incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, responding to discovery in connection with, or otherwise participating in, a Proceeding, or (ii) submitting a request for, or establishing or enforcing a right to, indemnification, advancement, contribution or any other right under this Agreement, applicable law or otherwise.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.  For the avoidance of doubt, Expenses, however, shall not include any amounts paid in settlement by Indemnitee or the amounts of judgments, fines or penalties against Indemnitee.

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) WIND or Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights of Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either WIND or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” means any losses or liabilities, including any judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA excise taxes and penalties, penalties or amounts paid in settlement).

“person” shall have the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however that the term “person” shall exclude (x) WIND, (y) any trustee or other fiduciary holding securities under an employee benefit plan of WIND, and (z) any corporation owned, directly or indirectly, by the stockholders of WIND in substantially the same proportions as their ownership of stock of WIND).

“Proceeding” means any actual, threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,

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threatened, pending or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of WIND or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party or otherwise by reason of, in connection with or as a result of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part as a result of serving in any Corporate Status, in each case whether or not serving in such capacity at the time any Liability or Expense is incurred for which indemnification, contribution, reimbursement, or advancement of Liabilities or Expenses can be provided under this Agreement.

(b)        For the purposes of this Agreement:

References to “WIND” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of WIND” shall include any service as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent which imposes duties on, or involves services by, such director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of WIND” as referred to in this Agreement.

Reference to “including” shall mean “including, without limitation,” regardless of whether the words “without limitation” actually appear, references to the words “herein,” “hereof” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection or other subdivision.  The word “or” shall not be exclusive.  The phrase “to the extent” shall mean the degree to which a subject or other matter extends, and such phrase not simply mean

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“if”.  Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

ARTICLE 2
SERVICES BY INDEMNITEE

Section 2.01.  Services By Indemnitee.  Indemnitee hereby agrees to serve or continue to serve as a director of WIND, for so long as Indemnitee is duly elected or until Indemnitee tenders his or her resignation (which Indemnitee may do at any time for any reason) or is removed.

ARTICLE 3
INDEMNIFICATION

Section 3.01.  General.

(a)        WIND hereby agrees to and shall, to the fullest extent permitted by applicable law, indemnify Indemnitee and hold Indemnitee harmless from and against any and all Expenses and Liabilities, in any case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf that arise by reason of, in connection with or as a result of Indemnitee’s Corporate Status (including any Expenses and Liabilities incurred in connection with any Proceeding by or in the right of WIND or any Proceeding that is not a Proceeding by or in the right of WIND).  Without limiting the generality of the foregoing, the rights of Indemnitee and obligations of WIND under this Agreement include claims for monetary damages against Indemnitee in respect of any actual or alleged Liability or Expense of Indemnitee to the fullest extent permitted under applicable law.

For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i)    to the fullest extent permitted by any provision of the DGCL (including, as applicable, Section 145 of the DGCL), or the corresponding provision of any amendment to or replacement of the DGCL after the date hereof, and

(ii)   to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its directors.

(b)        Witness Expenses.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or

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participant, or threatened to be a witness or participant, or is asked or forced to respond to any discovery requests), in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.

(c)        Expenses as a Party Where Wholly or Partly Successful.  Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, WIND shall indemnify Indemnitee against all Liabilities and Expenses actually and reasonably incurred by him or her in connection therewith.  If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, WIND shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 3.02. Exclusions.  Notwithstanding any provision of this Agreement, WIND shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)        for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of WIND within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law or (ii) any reimbursement of WIND by Indemnitee of any bonus or other incentive-based or equity-based compensation (including stock options awarded as compensation) or of any profits realized by Indemnitee from the sale of securities of WIND, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of WIND pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the payment to WIND of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(b)        except as otherwise provided in Sections 6.01(d)-(f) hereof, prior to a Change of Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against WIND or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) WIND provides the indemnification, in its sole discretion, pursuant to the powers vested in WIND under applicable law.

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ARTICLE 4
ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS

Section 4.01.  Advances.  Notwithstanding any provision of this Agreement to the contrary and subject to the last sentence of this Section 4.01, WIND shall advance any Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by WIND of each statement requesting such advance from time to time, whether prior to or after final disposition of any Proceeding.  Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement (including without regard to any adverse determination in any Proceeding unless and until there is a final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by WIND for such Expenses).  Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to WIND to support the advances claimed.  This Section 4.01 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 3.02.

Section 4.02.  Repayment of Advances or Other Expenses.  Indemnitee agrees that Indemnitee shall reimburse WIND for all Expenses advanced by WIND pursuant to Section 4.01, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by WIND for such Expenses.

Section 4.03.  Defense of Claims.  WIND will be entitled to participate in the Proceeding at its own expense.  WIND shall not settle any action, claim or Proceeding (in whole or in part) that would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld.  Indemnitee shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on WIND without WIND’s prior written consent, such consent not to be unreasonably withheld.

ARTICLE 5
PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

Section 5.01.  Notification; Request For Indemnification.  (a) Within thirty (30) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to WIND a written notice identifying the Proceeding.  The omission by Indemnitee to so

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notify or timely notify WIND will not relieve WIND from any liability which it may have to Indemnitee (i) under this Agreement, except and only to the extent WIND can establish that such omission to notify resulted in actual material prejudice to WIND, or (ii) otherwise than under this Agreement.

(b)        Indemnitee shall thereafter deliver to WIND a written request to have WIND indemnify Indemnitee in accordance with this Agreement.  Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion.  Following such a written request for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 5.02 of this Agreement and applicable law.

Section 5.02.  Determination of Entitlement.  (a) Where there has been a request for indemnification by Indemnitee for indemnification pursuant to Section 5.01(b), a determination, if expressly required by applicable law which cannot be waived, with respect to Indemnitee’s entitlement thereto shall be made in the specific case:  (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, if the request is not made by Indemnitee pursuant to the immediately following clause (ii); or (ii) if so requested by Indemnitee in his or her sole discretion, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; provided that no such determination shall be required in connection with indemnification pursuant to Section 3.01(b) of this Agreement or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise.  If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.  Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any Expenses actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by WIND (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and WIND hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b)        If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(ii), such Independent Counsel shall be selected as provided in this Section 5.02(b).  The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the Board shall make such selection, subject to the remaining provisions of this Section 5.02(b), and WIND shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected).  In either event, Indemnitee or WIND, as the case may be, may, within 10 days after such written notice of selection shall have been received, deliver to WIND or to Indemnitee, as the case may be, a written

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objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent Counsel.  If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit.  If, within 20 days after the submission by Indemnitee of a request for indemnification pursuant to Section 5.01(b) hereof, no Independent Counsel shall have been selected and not objected to, either WIND or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by WIND or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c)           WIND agrees to pay the reasonable fees of any Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto, irrespective of the determination of Indemnitee’s entitlement to indemnification.

Section 5.03.  Presumptions and Burdens of Proof; Effect of Certain Proceedings.  (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity (including any court) making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and WIND or other person, persons entity challenging such right shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.  Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(b)           If the person, persons or entity empowered or selected under Section 5.02 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by WIND of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c)           The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of WIND or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(d)           For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise.

(e)           The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining or limiting any right to indemnification under this Agreement.

(f)            The provisions of this Section 5.03 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

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ARTICLE 6
REMEDIES OF INDEMNITEE

Section 6.01.  Adjudication or Arbitration.  (a) In the event that (i) a determination is made pursuant to Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4.01 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 5.02(a) of this Agreement within forty-five (45) days after receipt by WIND of the request for indemnification, (iv) payment of indemnification is not made pursuant to the last sentence of Section 5.02(a) of this Agreement within ten (10) days after receipt by WIND of a written request therefor, or (v) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification or advancement of Expenses.  Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  WIND shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)           In the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.01 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial proceeding or arbitration commenced pursuant to this Section 6.01 WIND shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and WIND may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose.  If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 6.01, Indemnitee shall not be required to reimburse WIND for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c)           If a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, WIND shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           In the event that Indemnitee, pursuant to this Section 6.01, seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other right to indemnification,

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contribution, reimbursement or advancement, Indemnitee shall be entitled to recover from WIND, and shall be indemnified by WIND against, any and all Expenses and Liabilities actually and reasonably incurred by him or her in such judicial adjudication or arbitration.  If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification of Expenses and Liabilities or advancement of Expenses sought, Indemnitee shall be entitled to recover from WIND, and shall be indemnified by WIND against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

(e)           WIND shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that WIND is bound by all the provisions of this Agreement.

(f)            WIND shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after WIND’s receipt of such written request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee for (i) indemnification against Expenses or Liabilities or advances of Expenses by WIND under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Certificate of Incorporation or Bylaws now or hereafter in effect or (ii) recovery or advances under any directors’ and officers’ liability insurance policy maintained by any person for the benefit of Indemnitee, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance or insurance recovery, as the case may be.

ARTICLE 7
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

Section 7.01.  D&O Liability Insurance.  (a) WIND shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance companies with A.M. Best rating of “A” or better (the “D&O Insurers”) providing for an appropriate level of coverage, both for Liabilities and Expenses that WIND has the power to indemnify against and, to the extent available on commercially reasonable terms as determined by the Board, Liabilities and Expenses that WIND does not have the power to indemnify against, under the circumstances existing at the time (as determined from time to time by the Board) for each Corporate Status for which Indemnitee serves (and directors, officers, trustees, general partners, managing members, fiduciaries, board of directors’ committee members, employees or agents of any other Enterprise which such person serves at the request of WIND) in respect of acts or omissions occurring while serving in such capacity.

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(b)           Upon request by Indemnitee, WIND shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with Section 7.01(a) of this Agreement.  WIND shall promptly notify Indemnitee of any changes in such insurance coverage.

(c)           Indemnitee shall be covered by the D&O Insurance Policy in accordance with its terms to the maximum extent of the coverage available for any similarly situated director of WIND (or any such similarly situated director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise which such person is or was serving at the request of WIND) under such policy.  If WIND receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), WIND shall give prompt notice of such Proceeding to the D&O Insureres in accordance with the procedures set forth in the respective D&O Insurance Policies.  WIND shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.  The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of WIND under this Agreement.  WIND shall provide the insurance coverage called for hereby to Indemnitee for a period of at least six (6) years after Indemnitee is no longer serving in any Corporate Status.

(d)           [WIND hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [   ] and/or certain of its affiliates (collectively, the “Sponsor Indemnitors”).  WIND hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Sponsor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses and Liabilities as required by the terms of this Agreement and WIND’s Certificate of Incorporation and Bylaws (or any other agreement between WIND and Indemnitee), without regard to any rights Indemnitee may have against the Sponsor Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases and shall use commercially reasonable efforts to cause each D&O Insurer to waive, relinquish and release any and all claims against the Sponsor Indemnitors for contribution, exoneration, contribution, indemnification, subrogation or any other recovery of any kind in respect thereof.  WIND further agrees that no advancement or payment by the Sponsor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from WIND shall affect the foregoing and the Sponsor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against WIND.  WIND and Indemnitee agree that the Sponsor Indemnitors are express third party beneficiaries of the terms of this Section 7.01(d) and the other terms of this Agreement.]*

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ARTICLE 8
MISCELLANEOUS

Section 8.01.  Nonexclusivity of Rights.  The rights of indemnification and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Certificate of Incorporation, WIND’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

Section 8.02.  Subrogation, etc. (a) [Except for rights of recovery against a Sponsor Indemnitor,]* in the event of any payment under this Agreement, WIND shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee [(other than against the Sponsor Indemnitors)]*, who shall execute all papers required and take all action, at WIND’s sole cost and expense, within Indemnitee’s power necessary to secure such rights, including execution of such documents as are necessary to enable WIND to bring suit to enforce such rights; provided that in no event shall Indemnitee be required to execute any papers that purport to limit any rights of such Indemnitee, whether arising pursuant to this Agreement or otherwise, or that require a waiver of any attorney-client privilege or other privilege.

(b)           [Except if received from a Sponsor Indemnitor,]* WIND shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(c)           [Except if received from a Sponsor Indemnitor,]* WIND’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of WIND as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

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Section 8.03.  Acknowledgment of Certain Matters.  Both WIND and Indemnitee acknowledge that in certain instances, non-waivable provisions of applicable law or public policy may prohibit indemnification of Indemnitee by WIND under this Agreement or otherwise (with it being agreed by WIND that WIND is hereby waiving all waivable provisions of applicable law to the maximum extent permissible).  Indemnitee understands and acknowledges that WIND has undertaken or may be required in the future to undertake, by the Securities and Exchange Commission, to submit the question of indemnification to a court in certain circumstances for a determination of WIND’s right under public policy to indemnify Indemnitee.

Section 8.04.  Contribution.  To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever (other than if Indemnitee is not entitled to indemnification pursuant to the terms of this Agreement), WIND, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by WIND and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of WIND (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).  Each request for indemnification hereunder shall, to the maximum extent permitted by law, be deemed a request for contribution to the extent such indemnification is not available.

Section 8.05.  Amendment.  This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto.

Section 8.06.  Waivers.  The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 8.07.  Entire Agreement.  This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement.

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Section 8.08.  Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:  (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 8.09.  Notice Of Proceedings.  Indemnitee agrees promptly to notify WIND in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.  The failure of Indemnitee to so notify WIND shall not relieve WIND of any obligation which it may have to Indemnitee under this Agreement or otherwise (unless WIND is prejudiced by the failure to receive such notice).

Section 8.10.  Notices.  All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile transmission).  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.  The address for notice to a party is as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.

Section 8.11.  Binding Effect.  (a) WIND expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director of WIND, and WIND acknowledges that Indemnitee is relying upon this Agreement in serving as a director of WIND.

(b)           This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of WIND, spouses, heirs, and executors, administrators, personal and legal representatives.  WIND shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of WIND, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and

17

agree to perform this Agreement in the manner and to the same extent that WIND would be required to perform if no such succession had taken place.

(c)           The indemnification and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as to a person who has ceased to serve in any particular Corporate Status and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns, of such a person.

Section 8.12.  Governing Law.  This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.

Section 8.13.  Consent To Jurisdiction.  Except with respect to any arbitration commenced by Indemnitee pursuant to Section 6.01(a) of this Agreement, WIND and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 8.14.  Headings.  The Article and Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

Section 8.15.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
Address:		179 Lincoln Street, Suite 500
		Boston, MA 02111
Facsimile: 617-960-2889
Attention:  General Counsel
INDEMNITEE
Address:
Facsimile:
With a copy to:
Address:
Facsimile:
Attention:

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EX-10.48

Exhibit 10.48

AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Amendment”) dated as of March 2, 2010 is entered into by and between FIRST WIND ACQUISITION IV, LLC, a Delaware limited liability company (“Borrower”) and HSH NORDBANK AG, NEW YORK BRANCH, (“HSHN” and, in its capacities as lender (the “Lender”), as collateral agent (the “Collateral Agent”) and as the administrative agent (the “Administrative Agent”), as applicable).

RECITALS

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender entered into that certain Second Amended and Restated Note dated as of July 17, 2009 (the “Note”); and

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender wish to amend the Note as set forth hereunder;

NOW, THEREFORE, in consideration of the foregoing and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

AGREEMENT

Section 1.               Definitions.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Note and the principles of interpretation set forth in Section 1 (b) thereof shall apply herein.

Section 2.               Amendments to Note.

(a)           A new definition of “FWH Major Capital Raise” shall be added in appropriate alphabetical order and shall read as follows:

“FWH Major Capital Raise” shall mean the closing of the initial public offering of the common shares of First Wind Holdings (or the resulting parent entity pursuant to a reorganization entered into in connection with such initial public offering) or one or more equity or debt (junior to the Lenders, as applicable to the borrowing entity, on terms substantially similar to those set forth in the Parent Guaranty) financings closing on or

after March 2, 2010 resulting in Net Cash Proceeds of $200,000,000 or more in the aggregate for all such offerings or financings described above; provided that all Net Cash Proceeds of such equity or junior debt financing are (i) received by First Wind Holdings, and (ii) deposited into accounts of First Wind Holdings, subject to the liens granted by the security agreements in respect of the First Wind Holdings Loan Agreement.

(b)           The definition of “Maturity Date” is hereby deleted in its entirety and replaced with the following:

“Maturity Date” shall mean the Sheffield Term Loan Maturity Date or Steel Winds II Term Loan Maturity Date, as applicable.

(c)           A new definition of “New TSA” shall be added in appropriate alphabetical order and shall read as follows:

“New TSA” shall mean any agreement that creates a binding obligation of First Wind Holdings or any of its majority-owned subsidiaries to purchase turbines, whether such binding obligation is created by the exercise of an option under a turbine supply agreement in existence as of March 2, 2010 or by the entry into a new turbine supply agreement after such date.

(d)           A new definition of “New TSA Obligation” shall be added in appropriate alphabetical order and shall read as follows:

“New TSA Obligation” shall mean, with respect to any New TSA, (a) the sum of the amounts actually paid by First Wind Holdings or its majority-owned subsidiaries under the terms of such New TSA, and the binding obligations of the Borrower or First Wind Holdings under, or guarantees by the Borrower or First Wind Holdings of, such New TSA for the early termination thereof less (b) the original principal amount of Indebtedness incurred (or for which a binding commitment has been obtained) related to the purchase of such turbines and without any recourse to the Borrower or First Wind Holdings.

(e)           The definition of “Release Event” is hereby deleted in its entirety and replaced with the following:

“Release Event” means the occurrence of all of the following: (i) the closing after March 2, 2010 of (A) one or more corporate letter of credit facility(ies) the aggregate binding commitment of which is $30,000,000 or more and each of which facility is available for drawings of letters of credit for the benefit of all of First Wind Holdings and its

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Affiliates (it being understood, however, that any letter of credit facility that is solely available for specific projects or Affiliates does not qualify under this clause (A), but a corporate letter of credit facility that contains an availability sublimit with respect to certain projects or Affiliates would qualify under this clause (A)) or (B) a Subject Disposition or one or more equity or debt (junior to the Lenders, as applicable to the borrowing entity, on terms substantially similar to those set forth in the Parent Guaranty) financings resulting in Net Cash Proceeds of (I) prior to repayment of the Corresponding Term Loans with respect to the Oakfield Project (as defined in the FWA Note), $75,000,000 or more in the aggregate for all such transactions and (II) on and after the repayment of the Corresponding Term Loans with respect to the Oakfield Project, $30,000,000 or more in the aggregate for all such transactions; provided that all Net Cash Proceeds of such Subject Disposition, project financing, or equity or junior debt financing under this clause (B) are (x) received by First Wind Holdings (or the resulting parent entity pursuant to a reorganization entered into in connection with such initial public offering), and (y) deposited into accounts of First Wind Holdings, subject to the liens granted by the security agreements in respect of the First Wind Holdings Loan Agreement; and (ii) the Administrative Agent shall have received a repayment in respect of outstanding Corresponding Term Loans under the FWA Note in an amount such that, after giving effect to such repayment, the aggregate outstanding principal amount of such Corresponding Term Loans for each Turbine thereunder is equal to or less than the applicable maximum loan amount per kilowatt of capacity of each Turbine that may be outstanding as of the immediately preceding applicable date as set forth in the applicable column on Schedule 11 of the FWA Note, upon which repayment the portion of the Term Loan Commitment shall be terminated pursuant to Section 2.1(c)(ii) of the FWA Note.

(f)            A new definition of “Sheffield Term Loan” shall be added in appropriate alphabetical order and shall read as follows:

“Sheffield Term Loan” shall mean each of the Corresponding Term Loans applicable to the Turbines allocated to the Sheffield Project.

(g)           A new definition of “Sheffield Term Loan Maturity Date” shall be added in appropriate alphabetical order and shall read as follows:

“Sheffield Term Loan Maturity Date” shall mean the Maturity Date applicable to each Sheffield Term Loan, which is June 30, 2011.

(h)           A new definition of “Steel Winds II Term Loan” shall be added in appropriate alphabetical order and shall read as follows:

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“Steel Winds II Term Loan” shall mean each of the Corresponding Term Loans applicable to the Turbines allocated to the Steel Winds II Project.

(i)            A new definition of “Steel Winds II Term Loan Maturity Date” shall be added in appropriate alphabetical order and shall read as follows:

“Steel Winds II Term Loan Maturity Date” shall mean the Maturity Date applicable to each Steel Winds II Term Loan, which is June 30, 2011.

(j)            A new definition of “Term Loan Fee” shall be added in appropriate alphabetical order and shall read as follows:

“Term Loan Fee” shall mean an amount equal to the fee calculation based on the amount of total outstanding Loans as of each specified date on Schedule 14.

(k)           The definition of “Term Loan Maturity Date” is hereby deleted in its entirety.

(l)            The following sentence shall be added to the end of Section 2(d):

The Term Loan Fee shall be paid in arrears by the Borrower to the Administrative Agent for the account of each Lender pro rata, on each specified date during the Loan Availability Period in accordance with Schedule 14.

(m)          Section 5(h) is hereby deleted in its entirety and replaced with the following:

Turbine Supply Document.  (i) The Borrower, First Wind Holdings or any of its majority-owned subsidiaries shall not enter into any New TSA wherein the New TSA Obligations actually incurred exceed $15,000,000 in the aggregate at any given time for all New TSAs; provided, however, that (A) after the occurrence of either the FWH Major Capital Raise or Release Event, for every $1,000,000 of New TSA Obligations that the Borrower or First Wind Holdings irrevocably incurs or commits to incur in excess of $15,000,000, the Borrower shall make a prepayment of the principal amount of the Corresponding Term Loans in an amount equal to $5.00 per kilowatt of capacity of each Turbine, and (B) irrespective of whether the FWH Major Capital Raise or Release Event has occurred, the restrictions contained in this clause (i) shall automatically and permanently terminate if the aggregate outstanding principal amount of the Corresponding Term Loans for each Turbine is equal to or less than $450.00 per

4

kilowatt of capacity of each Turbine; (ii) the Borrower shall not (and the Borrower shall cause each Corresponding Project Company not to), without the prior written consent of the Administrative Agent, cancel or terminate, or accept or consent to a cancellation or termination of, any Turbine Supply Document to which it is a party, or (iii) the Borrower shall not (and the Borrower shall cause each Corresponding Project Company not to), without the prior written consent of the Administrative Agent, amend, supplement or modify in any material respect, or enter into any material amendment, supplement or modification to, any Turbine Supply Document to which it is a party.  The Borrower shall provide the Administrative Agent promptly after execution thereof by the Borrower or any Corresponding Project Company, as applicable, with copies of each Turbine Supply Document and any amendment or other modification or waiver of compliance with any Turbine Supply Document.

(n)           Section 5(r) is hereby deleted in its entirety and replaced with the following:

(r)            Annual Financial Statements.  The Borrower shall provide to the Administrative Agent as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, First Wind Holdings and their respective subsidiaries, the audited balance sheet and related consolidated statements of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, as of the end of and for such year, setting forth in each case in comparative form of the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing (in respect of all time periods subsequent to the year ending December 31, 2010, without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, in accordance with GAAP consistently applied.

(o)           Sections 5(x) and 5(y) are hereby deleted in their entirety and each Project is hereby deemed to be a Qualified Project for all purposes under the Note.

(p)           Section 5(aa) is hereby deleted in its entirety and replaced with the following:

Turbine Appraisal.  Prior to each Quarterly Date occurring after March 31, 2010, with respect to each Turbine for which Corresponding Term Loans have been made, the Administrative Agent may instruct the Independent Appraiser to prepare an appraisal of such Turbine (at the Borrower’s cost) in accordance with the Appraisal Procedure; provided, that no Turbine may be the

5

subject of an appraisal more than once per calendar quarter and more than two times over any twelve (12) consecutive month period under this Section 5(aa).  The appraisal shall be the basis for determining the Appraised Value of such Turbine for all purposes of this Note.  The Administrative Agent shall deliver a copy of the appraisal to the Borrower no fewer than five (5) Business Days before such Quarterly Date.

(q)           Exhibit A hereto shall be added as new Schedule 14 to the Note.

Section 3.               Fees.  Notwithstanding anything to the contrary contained in the fee letter between the parties dated December 12, 2008 and the fee letter between the parties dated July 17, 2009, (collectively, the “Fee Letters”), each party acknowledges and agrees hereunder that all fees pursuant to the Fee Letters that have not yet been paid shall be due and payable by the Borrower on or before June 30, 2010.

Section 4.               Legal Effect.  This Amendment shall become effective upon satisfaction, or waiver by HSHN, of each of the following conditions:

(a)           Receipt by HSHN of a copy of all turbine supply agreement entered into by First Wind Acquisition V, LLC and any and all other turbine supply agreements in connection with which First Wind Holdings has any actual or contingent payment or guarantee commitments; and

(b)           Execution and delivery of this Amendment.

This Amendment constitutes the entire agreement between the parties hereto with respect to the matters dealt with herein.  All previous documents, undertakings and agreements, whether verbal, written or otherwise, between the parties hereto with respect to the subject matter of the Amendment, are hereby cancelled and superseded and shall not affect or modify any of the terms or obligations set forth in this Amendment.

Section 5.               Miscellaneous.

(a)           Reference to and Effect on Note and Other Basic Documents.  Except as expressly set forth herein, the Note and the other Basic Documents as specifically amended by this Amendment shall remain unchanged and in full force and effect and are hereby ratified and confirmed.  The Borrower acknowledges that neither this Amendment nor any extension of the Maturity Date nor any agreement to extend the expiry of any Letter of Credit (whether by amendment, by issuance of a new letter of credit, or otherwise) constitute any commitment to provide any additional loans or other extensions of credit, any future waiver or forbearance, or any additional extensions of time for the repayment of any debt.  In consideration for the commitments and extensions of

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credit contained in the Note as amended by this Amendment, the Borrower agrees and covenants that it will not claim that any current or prior action or course of conduct by the Lender, the Administrative Agent or the Collateral Agent with respect to any failure of the Borrower to repay its Loans or other obligations by the Maturity Date (without giving effect to this Amendment), or any related Event of Default which has occurred or may hereafter occur, constitutes an agreement or obligation to continue such action or course of conduct in the future.  The Borrower acknowledges that the Lender, the Administrative Agent and the Collateral Agent have not made any commitments, undertakings, waivers or amendments in respect of the Basic Documents except as expressly set forth in this Amendment.

(b)           Governing Law, Etc.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law).  The Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any state or federal court sitting in the County of New York, State of New York over any suit, action or proceeding arising out of or relating to this Amendment.  Service of process by the Lenders in any such dispute shall be binding on the Borrower if sent to the Borrower by registered or certified mail, at the address specified on the signature page of this Amendment.  The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction.

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

NO CLAIM SHALL BE MADE BY ANY PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

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(c)           Counterparts and Facsimile or Electronic Mail Execution.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart of this Amendment by facsimile or by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.  Any party delivering an executed counterpart of this Amendment by facsimile or by electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

FIRST WIND ACQUISITION IV, LLC, a Delaware limited liability company
By:	/s/Evelyn Lim
	Name:		Evelyn Lim
	Title:		Secretary
Address for Notices:
First Wind Acquisition, LLC
c/o First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA  02459
Attention:		President
Facsimile:		(617) 964-3342
with a copy to:
First Wind Energy, LLC
85 Wells Avenue, Suite 305
Newton, MA  02459
Attention:		General Counsel
Facsimile:		(617) 964-3342

HSH NORDBANK AG, NEW YORK BRANCH, as a Lender, Collateral Agent and Administrative Agent
By:	/s/ David Watson
	Name:		David Watson
	Title:		Vice President HSH Nordbank AG, NY Branch
By:	/s/ Michael Pepe
	Name:		Michael Pepe
	Title:		Senior Vice President
			HSH Nordbank AG, New York Branch
HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:		Energy - Portfolio Management
Telephone:		(212) 407-6044 — David Watson
Facsimile:		(212) 407-6807
with a copy to:
HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention: General Counsel
Telephone:		(212) 407-6152
Facsimile:		(212) 407-6811

Exhibit A

Schedule 14

Date	Term Loan Fee
March 2, 2010	1.00% of outstanding balance of Loans
March 31, 2010	0.00% of outstanding balance of Loans
May 15, 2010	1.00% of outstanding balance of Corresponding Term Loans related to the Steel Winds II Project
June 30, 2010	0.25% of outstanding balance of Loans
September 30, 2010	0.50% of outstanding balance of Loans
December 31, 2010	0.75% of outstanding balance of Loans
March 31, 2011	1.00% of outstanding balance of Loans

EX-10.49

Exhibit 10.49

CONSENT AND AMENDMENT NO. 3
TO
FOURTH AMENDMENT AND RESTATED SECURED PROMISSORY NOTE

This CONSENT AND AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Amendment”) dated as of March 2,2010 is entered into by and between FIRST WIND ACQUISITION, LLC, a Delaware limited liability company (“Borrower”) and HSH NORDBANK AG, NEW YORK BRANCH, (“HSHN” and, in its capacities as lender (the “Lender”), as collateral agent (the “Collateral Agent”) and as the administrative agent (the “Administrative Agent”), as applicable).

RECITALS

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender entered into that certain Fourth Amended and Restated Secured Promissory Note dated as of July 17, 2009 (the “Note”);

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender entered into that certain Amendment No. 1 to Fourth Amended and Restated Secured Promissory Note dated as of November 30, 2009;

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender entered into that certain Amendment No. 2 to Fourth Amended and Restated Secured Promissory Note dated as of December 22, 2009;

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender wish to further amend the Note as set forth hereunder;

NOW, THEREFORE, in consideration of the foregoing and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

AGREEMENT

Section 1.  Definitions.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Note and the principles of interpretation set forth in Section 1(b) thereof shall apply herein.

Section 2.  Amendments To Note.

(a)A new definition of “Designated Turbines” shall be added in appropriate alphabetical order and shall read as follows:

“Designated Turbines” shall mean up to three (3) Turbines assigned to the Oakfield Project that are designated by the Borrower in writing.

(b)A new definition of “FWH Major Capital Raise” shall be added in appropriate alphabetical order and shall read as follows:

“FWH Major Capital Raise” shall mean the closing of the initial public offering of the common shares of First Wind Holdings (or the resulting parent entity pursuant to a reorganization entered into in connection with such initial public offering) or one or more equity or debt (junior to the Lenders, as applicable to the borrowing entity, on terms substantially similar to those set forth in the Parent Guaranty) financings closing on or after March 2, 2010 resulting in Net Cash Proceeds of $200,000,000 or more in the aggregate for all such offerings or financings described above; provided that all Net Cash Proceeds of such equity or junior debt financing are (i) received by First Wind Holdings, and (ii) deposited into accounts of First Wind Holdings, subject to the liens granted by the security agreements in respect of the First Wind Holdings Loan Agreement.

(c)A new definition of “Milford II Project” shall be added in appropriate alphabetical order and shall read as follows:

“Milford II Project” shall mean an approximately 100 MW wind project located in Beaver and Millard Counties, Utah and owned by Milford Wind Corridor Phase II, LLC.

(d)A new definition of “New TSA” shall be added in appropriate alphabetical order and shall read as follows:

“New TSA” shall mean any agreement that creates a binding obligation of First Wind Holdings or any of its majority-owned subsidiaries to purchase turbines, whether such binding obligation is created by the exercise of an option under a turbine supply agreement in existence as of March 2, 2010 or by the entry into a new turbine supply agreement after such date.

(e)A new definition of “New TSA Obligation” shall be added in appropriate alphabetical order and shall read as follows:

“New TSA Obligation” shall mean, with respect to any New TSA, (a) the sum of the amounts actually paid by First Wind Holdings or its majority-owned subsidiaries under the terms of such New TSA, and the binding obligations of the Borrower or First Wind Holdings under, or guarantees by the Borrower or First Wind Holdings of, such New TSA for the early termination thereof less (b) the original principal amount of Indebtedness incurred (or for which a binding commitment has been obtained) related to the purchase of such turbines and without any recourse to the Borrower or First Wind Holdings.

(f)The definition of “Release Event” is hereby deleted in its entirety and replaced with the following:

“Release Event” means the occurrence of all of the following: (i) the closing after March 2, 2010 of (A) one or more corporate letter of credit facility(ies) the aggregate binding commitment of which is $30,000,000 or more and each of which facility is available for drawings of letters of credit for the benefit of all of First Wind Holdings and its Affiliates (it being understood, however, that any letter of credit facility that is solely available for specific projects or Affiliates does not qualify under this clause (A), but a corporate letter of credit facility that contains an availability sub limit with respect to certain projects or Affiliates would qualify under this clause (A)) or (B) a Subject Disposition or one or more equity or debt (junior to the Lenders, as applicable to the borrowing entity, on terms substantially similar to those set forth in the Parent Guaranty) financings resulting in Net Cash Proceeds of (I) prior to repayment of the Corresponding Term Loans with respect to the Oakfield Project, $75,000,000 or more in the aggregate for all such transactions and (II) on and after the repayment of the Corresponding Term Loans with respect to the Oakfield Project, $30,000,000 or more in the aggregate for all such transactions; provided that all Net Cash Proceeds of such Subject Disposition, project financing, or equity or junior debt financing under this clause (B) are (x) received by First Wind Holdings (or the resulting parent entity pursuant to a reorganization entered into in connection with such initial public offering), and (y) deposited into accounts of First Wind Holdings, subject to the liens granted by the security agreements in respect of the First Wind Holdings Loan Agreement; and (ii) the Administrative Agent shall have received a repayment in respect of outstanding Corresponding Term Loans in an amount such that, after giving effect to such repayment, the aggregate outstanding principal amount of Corresponding Term Loans for each Turbine is equal to or less than the applicable maximum loan amount per kilowatt of capacity of each Turbine that may be outstanding as of the immediately preceding applicable date as set forth in the applicable column on Schedule 11 entitled “Release Event.” Upon the repayment described in the prior sentence, the corresponding portion of the Term Loan Commitment shall be terminated pursuant to Section 2.l(c)(ii).

(g)A new definition of “Term Loan Fee” shall be added in appropriate alphabetical order and shall read as follows:

“Term Loan Fee” shall mean an amount equal to the fee calculation based on the amount of total outstanding Loans as of each specified date on Schedule 12.

(h)The definition of “Term Loan Maturity Date” is hereby deleted in its entirety and replaced with the following:

“Term Loan Maturity Date” shall mean June 30, 2011.

(i)Section 2.2(a) is hereby deleted in its entirety and replaced with the following:

(a)Fees.

(i)Term Loan Commitment Fee. The Term Loan Commitment Fee shall be (x) paid in arrears by the Borrower to the Administrative Agent for the account of each Lender pro rata, on each Quarterly Date during the Term Loan Availability Period and on the Maturity Date, as applicable, and (y) calculated on the basis of a year of 360 days for the actual number of days elapsed.

(ii)Term Loan Fee. The Term Loan Fee shall be paid in arrears by the Borrower to the Administrative Agent for the account of each Lender pro rata, on each specified date during the Term Loan Availability Period in accordance with Schedule 12.

(j)Section 2.5(a)(i) and (ii) are hereby deleted in their entirety and replaced with the following:

(a)Optional.  The Borrower shall have the right to make optional prepayments of the outstanding principal of the Loan at any time and in any amount to the Administrative Agent for the account of each Lender, except that the North Shore Loan may only be prepaid in full and not in part.

(k)Section 2.5(b)(ii) is hereby deleted in its entirety and replaced with the following:

Maximum Loan Balance.  On or before each date specified in the first column of Schedule 11, the Borrower shall prepay Loans in an amount such that, after giving effect to such prepayment, the aggregate outstanding principal amount of the Corresponding Term Loans for each Turbine is equal to or less than the applicable loan amount per kilowatt of capacity of each Turbine as set forth in the applicable column on Schedule 11.

(l)Section 5(h) is hereby deleted in its entirety and replaced with the following:

Turbine Supply Document. (i) The Borrower, First Wind Holdings or any of its majority-owned subsidiaries shall not enter into any New TSA wherein the New TSA Obligations actually incurred exceed $15,000,000 in the aggregate at any given time for all New TSAs; provided, however, that (A) after the occurrence of either the FWH Major Capital Raise or Release Event, for every $1,000,000 of New TSA Obligations that the Borrower or First Wind Holdings irrevocably incurs or commits to incur in excess of $15,000,000, the Borrower shall make a prepayment of the principal amount of the Corresponding Term Loans in an amount equal to $5.00 per kilowatt of capacity of each Turbine and Schedule 11 shall be amended at such time by the parties to reflect a permanent reduction in the maximum loan balance for each Turbine in an amount equal to such prepayment amount, and (B) irrespective of whether the FWH Major Capital Raise or Release Event has occurred, the restrictions contained in this clause (i) shall automatically and permanently terminate if the aggregate outstanding principal amount of the Corresponding Term Loans for each Turbine is equal to or less than $450.00 per kilowatt of capacity of each Turbine; (ii) the Borrower shall not (and the Borrower shall cause each

Corresponding Project Company not to), without the prior written consent of the Administrative Agent, cancel or terminate, or accept or consent to a cancellation or termination of, any Turbine Supply Document to which it is a party, or (iii) the Borrower shall not (and the Borrower shall cause each Corresponding Project Company not to), without the prior written consent of the Administrative Agent, amend, supplement or modify in any material respect, or enter into any material amendment, supplement or modification to, any Turbine Supply Document to which it is a party. The Borrower shall provide the Administrative Agent promptly after execution thereof by the Borrower or any Corresponding Project Company, as applicable, with copies of each Turbine Supply Document and any amendment or other modification or waiver of compliance with any Turbine Supply Document.

(m)Section 5(r) is hereby deleted in its entirety and replaced with the following:

(r)Annual Financial Statements.  The Borrower shall provide to the Administrative Agent as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, First Wind Holdings and their respective subsidiaries, the audited balance sheet and related consolidated statements of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, as of the end of and for such year, setting forth in each case in comparative form of the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing (in respect of all time periods subsequent to the year ending December 31, 2010, without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of income, operations and cash flows of the Borrower, First Wind Holdings and their respective subsidiaries, in accordance with GAAP consistently applied.

(n)Section 5(w) is hereby deleted in its entirety and replaced with the following:

(w)Warranties.  The Borrower shall cause each Corresponding Project Company to obtain and maintain extended warranties under the Turbine Supply Documents for all Turbines with a duration of not less than 24 months from the expected COD for such Turbines, so long as such warranty coverage is available on commercially reasonable terms, or, if not available on commercially reasonable terms, warranties for such lesser period as are obtainable on commercially reasonable terms. In respect of any Turbine whose outstanding warranty term is less than 24 months from the expected COD for such Turbine, the Borrower shall, within five (5) Business Days after such outstanding warranty term falls below 24 months, prepay the Corresponding Term Loans related to such Turbine in an amount such that, after giving effect to such prepayment, the aggregate outstanding principal amount of the Corresponding Term Loans for such Turbine is equal to or less than the applicable loan amount per kilowatt of capacity of such Turbine that may be outstanding as of the immediately preceding applicable date as set forth in the applicable column on Schedule 11.

(o)Sections 5(aa) and 5(bb) are hereby deleted in their entirety and each Project is hereby deemed to be a Qualified Project for all purposes under the Note.

(p)Section 5(dd) is hereby deleted in its entirety and replaced with the following:

Turbine Appraisal. Prior to each Quarterly Date occurring after March 31,2010, with respect to each Turbine for which Corresponding Term Loans have been made, the Administrative Agent may instruct the Independent Appraiser to prepare an appraisal of such Turbine (at the Borrower’s cost) in accordance with the Appraisal Procedure; provided, that no Turbine may be the subject of an appraisal more than once per calendar quarter and more than two times over any twelve (12) consecutive month period under this Section 5(dd). The Administrative Agent shall deliver a copy of the appraisal to the Borrower no fewer than five (5) Business Days before such Quarterly Date.

(q)Section 12(k)(a) is hereby deleted in its entirety and replaced with the following:

(a)  repayment in full of all Corresponding Term Loans therefor (including the principal of and all interest and fees on such Corresponding Term Loans), whether pursuant to Sections 5(1) or 5(x) of the this Note or otherwise, provided that the Guaranty of and security interest in each Designated Turbine shall be terminated and released upon repayment in full of the Corresponding Term Loan for such Designated Turbine;

(r)Schedule 11 is hereby deleted in its entirety and replaced with the schedule attached hereto as Exhibit A.

(s)Exhibit B hereto shall be added as new Schedule 12 to the Note.

Section 3.  Consent.  The Administrative Agent and Lenders hereby consent to the amendment of that certain Milford II Turbine Supply Agreement the terms of which shall be similar in all material respects with the terms set forth on Exhibit C attached hereto, which is entered into in connection with the transfer of the Turbines allocated to the Oakfield Project to the Milford II Project in accordance with Section 5(x) of the Note.

Section 4.  Fees.  Notwithstanding anything to the contrary contained in the fee letter between the parties dated December 12, 2008 and the fee letter between the parties dated July 17, 2009, (collectively, the “Fee Letters”), each party acknowledges and agrees hereunder that all fees pursuant to the Fee Letters that have not yet been paid shall be due and payable by the Borrower on or before June 30, 2010.

Section 5.  Legal Effect.  This Amendment shall become effective upon satisfaction, or waiver by HSHN, of each of the following conditions:

(a)Receipt by HSHN of a copy of all turbine supply agreements entered into by First Wind Acquisition V, LLC and any and all other turbine supply agreements in connection with which First Wind Holdings has any actual or contingent payment or guarantee commitments; and

(b)Execution and delivery of this Amendment.

This Amendment constitutes the entire agreement between the parties hereto with respect to the matters dealt with herein. All previous documents, undertakings and agreements, whether verbal, written or otherwise, between the parties hereto with respect to the subject matter of the Amendment, are hereby cancelled and superseded and shall not affect or modify any of the terms or obligations set forth in this Amendment.

Section 6.   Miscellaneous.

(a)Reference to and Effect on Note and Other Basic Documents. Except as expressly set forth herein, the Note and the other Basic Documents as specifically amended by this Amendment shall remain unchanged and in full force and effect and are hereby ratified and confirmed. The Borrower acknowledges that neither this Amendment nor any extension of the Maturity Date constitute any commitment to provide any additional loans or other extensions of credit, any future waiver or forbearance, or any additional extensions of time for the repayment of any debt. In consideration for the commitments and extensions of credit contained in the Note as amended by this Amendment, the Borrower agrees and covenants that it will not claim that any current or prior action or course of conduct by the Lender, the Administrative Agent or the Collateral Agent with respect to any failure of the Borrower to repay its Loans or other obligations by the Maturity Date (without giving effect to this Amendment), or any related Event of Default which has occurred or may hereafter occur, constitutes an agreement or obligation to continue such action or course of conduct in the future. The Borrower acknowledges that the Lender, the Administrative Agent and the Collateral Agent have not made any commitments, undertakings. waivers or amendments in respect of the Basic Documents except as expressly set forth in this Amendment.

(b)Governing Law. Etc. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law). The Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any state or federal court sitting in the County of New York, State of New York over any suit, action or proceeding arising out of or relating to this Amendment. Service of process by the Lenders in any such dispute shall be binding on the Borrower if sent to the Borrower by registered or certified mail, at the address specified on the signature page of this Amendment. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction.

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

NO CLAIM SHALL BE MADE BY ANY PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES,

ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

(c)Counterparts and Facsimile or Electronic Mail Execution. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by facsimile or by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or by electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

FIRST WIND ACQUISITION, LLC, a Delaware limited liability company
By:	/s/ Evelyn Lim
	Name:	Evelyn Lim
	Title:	Secretary
Address for Notices: First Wind Acquisition, LLC c/o First Wind Energy, LLC 85 Wells Avenue, Suite 305 Newton, MA 02459 Attention: President Facsimile: (617) 964-3342 with a copy to: First Wind Energy, LLC 85 Wells Avenue, Suite 305 Newton, MA 02459 Attention: General Counsel Facsimile: (617) 964-3342

HSH NORDBANK AG, NEW YORK BRANCH, as a Lender, Collateral Agent and Administrative Agent
By:	/s/ David Watson
	Name:	David Watson
	Title:	Vice President HSH Nordbank AG, New York Branch

By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President HSH Nordbank AG, New York Branch
HSH NORDBANK AG, NEW YORK BRANCH 230 Park Avenue 32nd Floor New York, New York 10169-0005
Attention:			Energy - Portfolio Management
Telephone:			(212) 407-6044 – David Watson
Facsimile:			(212) 407-6807
with a copy to: HSH NORDBANK AG, NEW YORK BRANCH 230 Park Avenue 32nd Floor New York, New York 10169-0005
Attention:			General Counsel
Telephone:			(212) 407-6152
Facsimile:			(212) 407-6811

Exhibit A

Schedule 11

Maximum Outstanding Loan per kw

	No Release Event or FWH Major Capital Raise						Release Event No FWH Major Capital Raise						FWH Major Capital Raise with or without Release Event
in $/kw	Rollins		KWPII		Oakfield		Rollins		KWPII		Oakfield		Rollins		KWPII		Oakfield
As of [closing]	$	1,100	$	950	$	1,038	$	700	$	650	$	750	$	700	$	600	$	750
March 31, 2010	$	1,050	$	925	$	1,038	$	700	$	625	$	750	$	550	$	450	$	750
June 30, 2010	$	1,025	$	900	$	0	$	675	$	600	$	0	$	500	$	400	$	0
September 30, 2010	$	1,025	$	900	$	0	$	675	$	600	$	0	$	450	$	350	$	0
January 15, 2011	$	975	$	875	$	0	$	650	$	550	$	0	$	400	$	300	$	0
April 15, 2011	$	850	$	750	$	0	$	500	$	400	$	0	$	350	$	250	$	0
May 15, 2011	$	567	$	500	$	0	$	333	$	267	$	0	$	233	$	167	$	0
June 15, 2011	$	283	$	250	$	0	$	167	$	133	$	0	$	117	$	83	$	0
June 30, 2001	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Maximum Outstanding Loan per kw for lack of full 24 month
warranty coverage

	No Release Event or FWH Major Capital Raise						Release Event No FWH Major Capital Raise						FWH Major Capital Raise with or without Release Event
in $/kw	Rollins		KWPII		Oakfield		Rollins		KWPII		Oakfield		Rollins		KWPII		Oakfield
As of [closing]	$	1,100	$	950	$	1,038	$	700	$	650	$	750	$	700	$	600	$	750
March 31, 2010	$	1,050	$	925	$	1,038	$	700	$	625	$	750	$	550	$	450	$	750
June 30, 2010	$	1,000	$	875	$	0	$	650	$	575	$	0	$	475	$	375	$	0
September 30, 2010	$	1,000	$	875	$	0	$	650	$	575	$	0	$	425	$	325	$	0
January 15, 2011	$	975	$	825	$	0	$	600	$	500	$	0	$	350	$	250	$	0
April 15, 2011	$	750	$	650	$	0	$	400	$	300	$	0	$	250	$	150	$	0
May 15, 2011	$	467	$	400	$	0	$	233	$	167	$	0	$	133	$	67	$	0
June 15, 2011	$	183	$	150	$	0	$	67	$	33	$	0	$	17	$	0	$	0
June 30, 2001	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Exhibit B

Schedule 12

Date	Term Loan Fee
March 2, 2010	1.00% of outstanding balance of Term Loans *
March 31, 2010	0.00% of outstanding balance of Term Loans *
June 30, 2010	0.25% of outstanding balance of Term Loans *
September 30, 2010	0.50% of outstanding balance of Term Loans *
December 31, 2010	0.75% of outstanding balance of Term Loans *
March 31, 2011	1.00% of outstanding balance of Term Loans *

*   For purposes of calculating the Term Loan Fee, the amounts in respect of the North Shore Loan and Corresponding Term Loans for the Oakfield Project shall not be included in the calculation of Term Loans.

Exhibit C

Amendment

EX-10.50

Exhibit 10.50

AMENDMENT NO.3
TO
SECOND AMENDED AND RESTATED GUARANTY

This AMENDMENT NO.3 TO SECOND AMENDED AND RESTATED GUARANTY (this “Amendment”), dated as of March 2,2010, is entered into by and between First Wind Holdings, LLC, a Delaware limited liability company (“FWH”) and HSH Nordbank AG, New York Branch (“HSHN”).

RECITALS

WHEREAS, FWH entered into that certain Second Amended and Restated Guaranty in favor of HSHN, dated as of July 17,2009 (the “Guaranty Agreement”);

WHEREAS, FWH and HSHN entered into that certain Amendment No.1 to Second Amended and Restated Guaranty, dated as of November 30, 2009;

WHEREAS, FWH and HSHN entered into that certain Amendment No.2 to Second Amended and Restated Guaranty, dated as of December 22,2009; and

WHEREAS, FWH and HSHN wish to further amend the Guaranty Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. the parties hereto, intending to be legally bound hereby, agree as follows:

AGREEMENT

Section 1.               Definitions. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Guaranty Agreement.

Section 2.               Amendment to Guaranty Agreement. Effective on the date hereof, the Guaranty Agreement is hereby amended as follows:

(a)           The definition of “Change of Control” shall be deleted in its entirety and replaced with the following:

“Change of Control” shall mean an event or any series of events by which (i) the Sponsors taken together cease to have the power, directly or indirectly, to vote or direct the voting of membership interests carrying the voting rights to elect the majority of the

board of directors of the Guarantor or (ii) the Sponsors taken together cease to own legally and beneficially, directly or indirectly, at least 50% of the membership or economic interests of the Guarantor.

(b)           The definition of “Permitted Indebtedness” shall be deleted in its entirety and replaced with the following:

“Permitted Indebtedness” shall mean (a) the Indebtedness under the Basic Documents; (b) Outstanding HSH Loans and other Indebtedness permitted under the terms of the Outstanding HSH Loans; (c) “Permitted Indebtedness” (as defined in any FW Credit Facility) and the financing of any Eligible Qualified Project under a FW Credit Facility for which the Corresponding Term Loans (as defined in such FW Credit Facility) have been repaid in full and all excess proceeds of such financing, if any, are distributed to the Guarantor and deposited in accounts subject to the lien of the Security Agreements; (d) the guarantees and the loans entered into prior to the Effective Date as listed on Schedule 5, each of which is subordinated in all respects to the Guaranteed Obligations; (e) any refinancings, replacements, refundings, renewals or extensions of the Indebtedness described in clauses (a) through (d) above and this clause (e); provided, that the amount of such Indebtedness is not increased at the time of such refinancing, replacement, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) trade payables or other similar Indebtedness incurred in the ordinary course of business if paid when due (taking into account any grace periods) and in any event within 90 days after the date of the relevant invoice; (g) intercompany loans between any Project Company or wholly-owned (direct or indirect) subsidiary of the Guarantor and the Guarantor, between the Guarantor and FWA or FWA4, or between wholly-owned (direct or indirect) subsidiaries of the Guarantor; provided, in each case that such loans are unsecured and are subordinated in all respects to the Outstanding HSH Loans pursuant to an intercreditor agreement that is similar in form and in substance to the Intercreditor Agreement; (h) a guarantee by the Guarantor for certain limited indemnification obligations in connection with the Agreement for Purchase of Membership Interests, dated as of January 31, 2008, among UPC New York Wind 2, LLC (n/k/a New York Wind II, LLC), UPC New York Wind 3, LLC (n/k/a

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New York Wind III, LLC) and Lehman First Wind Holdings LLC (as successor in interest to Lehman Brothers Holdings Inc., a Delaware corporation) in an amount not exceeding $20,000,000; and (i) (x) Indebtedness in respect of capital lease obligations and purchase money obligations and renewals, refinancings and extensions thereof, for fixed or capital assets and (y) customary indemnities in connection with sales by the Guarantor and its Subsidiaries otherwise permitted hereunder, provided that the aggregate amount of all such Indebtedness in clauses i(x)-(y) herein at anyone time outstanding shall not exceed $25,000,000 and shall at all times be subordinated to the Guaranteed Obligations on subordination terms substantially similar to those set forth on Schedule 8; (j) Indebtedness of the Guarantor in an aggregate amount not to exceed at any time the positive difference between Minimum Members’ Equity and $600,000,000; provided, that such Indebtedness shall be subordinated by terms substantially similar to those set forth on Schedule 8 by its terms; (k) Indebtedness incurred under the AIMCO Credit Agreement, including without limitation the Undertaking Agreement, dated as of the date hereof, entered into by the Guarantor and Wells Fargo, N.A.; and (1) Indebtedness incurred with respect to (1) the transfer of certain letters of credit for the Mars Hill Project and the Steel Winds Project to the related Project Companies or other Affiliates in accordance with the terms of the Holdings Loan Agreement, including without limitation any guarantee by the Guarantor of such letters of credit and (2) the establishment of a corporate letter of credit facility in an amount up to $50,000,000 by the Guarantor or an Affiliate, including without limitation any guarantee by the Guarantor in respect of such letter of credit facility; provided, that such Indebtedness shall be subordinated by terms substantially similar to those set forth on Schedule 9 by its terms.

(c)           Clause (o) of the definition of “Permitted Liens” shall be deleted in its entirety and replaced with the following:

(i)            as required in connection with Permitted Indebtedness described in clauses (i) or (j) of the definition thereof, or (ii) as required in connection with any other permitted financing of a project owned by the Guarantor or any subsidiary of the Guarantor if the Net Cash Proceeds of such financing are distributed to Guarantor and deposited in accounts subject to the lien of the Security Agreements and applied in accordance with Section 3(d), as applicable;

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(d)           The definition of “Restricted Payment” shall be deleted in its entirety and replaced with the following:

“Restricted Payment” shall mean any of the following:

(a)           (i) any dividend or distribution (in cash, property or obligations) on, or any other payment or distribution on account of, or any payment for, or any purchase, redemption, retirement or other acquisition, directly or indirectly of, any ownership interests in the Guarantor (except (A) any such dividend or distribution in respect of taxes owed in respect to tax distributions not to exceed $2,000,000 in the aggregate and (B) any UPC Wind Partners II Redemption Payment); (ii) any option or warrant for the purchase or acquisition of any such ownership interests or (iii) the setting apart of any money for a sinking or other analogous fund for any of the foregoing; and

(b)           (i) any payment (in cash, property or obligations) with respect to principal or interest on, or any other payment or distribution on account of, or any payment for, the purchase, redemption, retirement or other acquisition of, any subordinated debt, except for any payments as may be expressly permitted by Schedule 8, Schedule 9 or clause (g) of the definition of “Permitted Indebtedness, as applicable; or (ii) the setting apart of any money for a sinking or other analogous fund for any of the foregoing.

(e)           Section 3(g) shall be deleted in its entirety and replaced with the following:

Audited Financial Statements; Reporting. It shall provide to the Administrative Agent as soon as available and in any event within 120 days after the end of each fiscal year of the Guarantor, (provided that subsequent to an initial public offering of equity securities of the Guarantor, such 120 day period shall be reduced to 90 days) the audited balance sheet and related consolidated statements of income, operations and cash flows of the Guarantor and its subsidiaries as of the end of and for such year, setting forth in each case comparative form of the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing (in respect of all time periods subsequent to the year ending December 31, 2010, without a “going concern” or like qualification or exception and without any qualification

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or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of income, operations and cash flows of the Guarantor and its subsidiaries in accordance with GAAP consistently applied.

(f)            Schedule 3(aa) of the Guaranty shall be amended by deleting it in its entirety and replacing it with the following:

(aa)         Distributions. Guarantor shall not make or declare any Restricted Payments without the prior written consent of the Administrative Agent, unless (i) after giving effect to such Restricted Payment the Guarantor shall have not less than $600,000,000 of Minimum Members’ Equity, (ii) the Restricted Payment is distributed solely from cashflow received by the Guarantor other than proceeds of any Indebtedness, and (iii) any Restricted Payment shall not exceed the positive difference of (A) aggregate cashflow other than proceeds of Indebtedness received by the Guarantor on or after the Effective Date less (B) Restricted Payments previously made on or after the Effective Date.

(g)           The schedule attached hereto as Exhibit A shall be added to the Agreement as new Schedule 8.

(h)           The schedule attached hereto as Exhibit B shall be added to the Agreement as new Schedule 9.

Section 3.               Legal Effect. This Amendment shall become effective as of the date hereof. This Amendment constitutes the entire agreement between the parties hereto with respect to the matters dealt with herein. All previous documents, undertakings and agreements, whether verbal, written or otherwise, between the parties hereto with respect to the subject matter of the Amendment, are hereby cancelled and superseded and shall not affect or modify any of the terms or obligations set forth in this Amendment.

Section 4.               Miscellaneous.

(a)           Reference to and Effect on the Guaranty Agreement. Except as expressly set forth herein, the Guaranty Agreement as specifically amended by this Amendment shall remain unchanged and in full force and effect and hereby is ratified and confirmed. FWH acknowledges that this Amendment does not constitute any commitment to provide any additional loans or other extensions of credit, any future waiver or forbearance, or any additional extensions of time for the repayment of any debt. In consideration for the commitments contained in

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the Guaranty Agreement as amended by this Amendment, FWH agrees and covenants that it will not claim that any current or prior action or course of conduct by HSHN with respect to any Events of Default that have occurred or may hereafter occur, constitutes an agreement or obligation to continue such action or course of conduct in the future. FWH acknowledges that HSHN has not made any commitments, undertakings, waivers or amendments except as expressly set forth in this Amendment.

(b)           Governing Law, Etc. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law). FWH hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of any state or federal court sitting in the County of New York, State of New York over any suit, action or proceeding arising out of or relating to this Amendment. Service of process by HSHN in any such dispute shall be binding on FWH if sent to the FWH by registered or certified mail, at the address specified on the signature page of this Amendment. FWH agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction.

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

NO CLAIM SHALL BE MADE BY ANY PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

(c)           Counterparts and Facsimile or Electronic Mail Execution. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any

6

of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by facsimile or by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or by electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

(d)           Address for Notices. The parties acknowledge and agree that the address for notices set forth on the signature pages to this Amendment shall be the addresses for all notices delivered in connection with this Amendment or the Guaranty Agreement and that the addresses set forth on the signature pages to the Guaranty Agreement shall no longer be effective for notices.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

FIRST WIND HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/ Michael U. Alvarez
	Name:	Michael U. Alvarez
	Title:	President and COO
Address for Notices: First Wind Holdings, LLC c/o First Wind Energy, LLC 179 Lincoln Street, Suite 500 Boston, MA 02111 Attention:  President Facsimile:  (617) 960-2889 with a copy to: First Wind Energy, LLC 179 Lincoln Street, Suite 500 Boston, MA 02111 Attention:  General Counsel Facsimile:  (617) 960-2889

HSH NORDBANK AG, NEW YORK BRANCH,
By:	/s/ David Watson
	Name:	David Watson
	Title:	Vice President
		HSH Nordbank AG, New York Branch
By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President
		HSH Nordbank AG, New York Branch

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:  Energy - Portfolio Management
Telephone:  (212) 407-6044 (David Watson)
Facsimile:  212-407-6807

with a copy to:

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:  General Counsel
Telephone:  (212) 407-6152
Facsimile:  (212) 407-6811

Exhibit A

Schedule 8

Terms of Subordination

1.             General.

(a)           Unless otherwise expressly provided hereunder, payment of the principal of Permitted Indebtedness under clause (j) of such definition (“Subordinated Indebtedness”) and other amounts payable on or in respect of Subordinated Indebtedness shall be subordinate and subject in right of payment to the prior payment in full of all Guaranteed Obligations (including without limitation post-petition interest and postpetition fees and costs, whether or not allowable in bankruptcy, but excluding certain indemnity or reimbursement obligations that survive the repayment in full of the underlying Loans and for which no claim has been asserted) (“Payment in Full”). Subordinated Indebtedness (excluding interest paid in kind) shall be not incurred if the principal amount thereof will exceed the applicable aggregate maximum indebtedness set forth in clause (j) of the definition of Permitted Indebtedness.

(b)           Any lender supplying Subordinated Indebtedness (each, in such capacity, a “Subordinated Lender”) agrees that, unless and until Payment in Full, such Subordinated Lender shall not ask, demand, sue for, take or receive from, by set-off or in any other manner, or retain, payment (in whole or in part) of its Subordinated Indebtedness from the Guarantor except (i) as permitted under these subordination provisions and (ii) if no Event of Default under the Guaranty would result from such a payment.

(c)           Each Subordinated Lender agrees that the Guarantor shall make Payment in Full prior to the payment of principal of its Subordinated Indebtedness, except as permitted pursuant to Section 4 hereof.

(d)           Notwithstanding anything to the contrary contained in this Guaranty, the Guarantor may pay outstanding principal, together with accrued and unpaid interest and fees then due, in respect of any Subordinated Indebtedness (the “Original Debt”) from the proceeds of any new Subordinated Indebtedness incurred to refinance or replace such Original Debt.

2.             Subordinated Maturity Date. The maturity date of any Subordinated Indebtedness shall be no earlier than December 31, 2011, which date shall be extended to a date that is no less than 91 days after any new maturity date of the Guaranteed Obligations (the “Subordinated Maturity Date”).

3.             Interest; Subordinated Payments. No part of the principal of any Subordinated Indebtedness shall be repaid before the earlier to occur of the Payment in Full of the Guaranteed Obligations or the Subordinated Maturity Date therefor, unless otherwise permitted under Section 4 of this Schedule 8. The aggregate amount of interest required to be paid in cash in respect of any Subordinated Indebtedness shall not over any twelve (12) consecutive month period exceed an aggregate amount equal to 13% of the outstanding principal amount of such Subordinated Indebtedness accrued over such 12-month period, inclusive of any and all fees payable in connection with such Subordinated Indebtedness (with original issue discount and fees being equated to interest based on a weighted average life to maturity of the Subordinated Indebtedness); provided, that any interest payable in respect of the Subordinated Indebtedness that will exceed such limitations set forth above shall not be paid unless and until a holder of membership interests in the Guarantor or one or more of such holder’s Affiliates performs any of the following:

(a)           makes a cash equity capital contribution to the Guarantor in the form of Cure Equity in the amount of such excess interest; or

(b)           makes a subordinated loan to the Guarantor in the form of Cure Debt in an amount of such excess interest.

For purposes of the foregoing, the following terms shall have the corresponding meanings:

“Cure Debt” shall mean Indebtedness issued by the Guarantor to the holders of membership interests in the Guarantor or any of their Affiliates (a) that is subordinated to the Guaranteed Obligations and in accordance with the terms set forth on this Exhibit A, and (b) that has no principal amortization, mandatory redemption, interest payment payable in cash or other cash payment requirements prior to the date that is six (6) months after the scheduled maturity date of the Guaranteed Obligations.

“Cure Equity” shall mean membership interests in and issued by the Guarantor for cash to the holders of membership interests in the Guarantor or any of their Affiliates and (a) contain no requirement to be purchased, redeemed, retired or defeased (or any similar requirement) or the payment of any cash dividend, prior to date that is six (6) months after the scheduled maturity date of the Guaranteed Obligations and (b) are not subject to any mandatory cash dividend or distribution requirements prior to the date that is six (6) months after the scheduled maturity date of the Guaranteed Obligations (except for Tax Distributions).

4.             Principal Payments. The Guarantor agrees that unless and until Payment in Full, it shall not make (or cause to be made) any cash payment of

principal on or in respect of any Subordinated Indebtedness to any Subordinated Lender, except that such payments may be made (x) to the extent permitted by Section 1(d) of this Schedule 8 or (y) from funds of the Guarantor that are available to make a Restricted Payment in accordance with and to the extent permitted by Section 3(aa) of the Guaranty.

5.             Payment Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to the Guarantor, or (b) any liquidation, dissolution or other winding up of the Guarantor, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Guarantor, then and in any such proceeding, dissolution, liquidation or other winding up or other event, the Lender shall be entitled to receive Payment in Full before any Subordinated Lender shall be entitled to receive any payment on account of its Subordinated Indebtedness (whether in respect of principal, interest, premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of its Subordinated Indebtedness in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Lender (or to the applicable agent on behalf of the Lender) for application to the Guaranteed Obligations in accordance with the Guaranty, whether or not due, until Payment in Full.

6.             Proceeding Against Borrowers. Upon the occurrence of an Event of Default giving rise to the Lender’s rights to make a demand on the Guarantor for payment of all of the Guaranteed Obligations, no payments of any kind in respect of any Subordinated Indebtedness shall be permitted and all interest thereafter accruing on the Permitted Indebtedness shall be capitalized and added to the principal balance on the Permitted Indebtedness that shall be due and payable no earlier than the Subordinated Maturity Date thereof. Whether or not any Event of Default shall exist under the Guaranty, each Subordinated Lender shall not, without the prior written consent of the Lender, (a) commence an involuntary proceeding against the Guarantor under a bankruptcy, insolvency or receivership law or (b) take any grant of collateral security for its Subordinated Indebtedness, which collateral security also has been pledged as security for the Guaranteed Obligations.

7.             Payment to Lenders of Certain Amounts Received by each Subordinated Lender. In the event that any Subordinated Lender receives on account or in respect of its Subordinated Indebtedness any distribution of assets by the Guarantor or any Affiliate, or payment by or on behalf of the Guarantor or any Affiliate, of any kind or character, whether in cash, securities or other

property, other than as permitted hereunder, each Subordinated Lender shall hold in trust (as property of the Lender) for the benefit of, and immediately upon receipt thereof, shall pay over or deliver to the Lender (or to the applicable agent on behalf of the Lender) such distribution or payment in precisely the form received (except for the endorsement or assignment by such Subordinated Lender where necessary) for application in accordance with the Guaranty. In the event of failure of such Subordinated Lender to make any such endorsement or assignment, the Lender irrevocably is authorized and empowered by and on behalf of each Subordinated Lender to make the same.

8.             Authorizations to Lender. Each Subordinated Lender (a) irrevocably authorizes and empowers (without imposing any obligation on) the Lender (or applicable agent on behalf of the Lender) to demand, sue for, collect, receive and give receipts for all payments and distributions on or in respect of its Subordinated Indebtedness which are required to be paid or delivered to the Lender (or the applicable agent on behalf of the Lender) as provided herein, and to file and prove all claims therefor and take all such other action, in the name of such Subordinated Lender or otherwise, as the Lender (or applicable agent on behalf of the Lender) may determine to be necessary or appropriate for the enforcement of these subordination provisions, all in such manner as the Lender shall instruct or otherwise in accordance with the Guaranty, (b) irrevocably authorizes and empowers (without imposing any obligation) the Lender to vote the (including, without limitation, voting its Subordinated Indebtedness in favor of or in opposition to any matter which may come before any meeting of creditors of the Guarantor generally or in connection with, or in anticipation of, any insolvency or bankruptcy case or proceeding, or any proceeding under any laws relating to the relief of debtors, readjustment of indebtedness, arrangements, reorganizations, compositions or extensions relative to the Guarantor) in such manner as the Lender shall instruct or otherwise in accordance with the Guaranty, and (c) agrees to execute and deliver to the Lender (or applicable agent on behalf of the Lender) all such further instruments confirming the above authorization, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and to take all such other action, as may be requested by the Lender in order to enable the Lender (or the applicable agent on behalf of the Lender) to enforce all claims upon or in respect of its Subordinated Indebtedness.

9.             Notice. Each Subordinated Lender agrees, for the benefit of the Lender, that it will give the Lender (or the applicable agent on behalf of the Lender) prompt notice of any event of default (as defined under the terms of its Subordinated Indebtedness) by the Guarantor or any Affiliate in respect of any Subordinated Indebtedness.

10.           No Waiver; Modification to Senior Debt. No failure on the part of the Lender (or applicable agent on behalf of the Lender) and no delay in

exercising, any right, remedy or power hereunder shall operate as a waiver thereof by the Lender, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or future exercise by the Lender (or applicable agent on behalf of the Lender) of any other right, remedy or power. Each and every right, remedy and power granted, by law or other agreement, or allowed to the Lender shall be cumulative and not exclusive, and may be exercised by the Lender (or applicable agent on behalf of the Lender) from time to time.

At any time, without the consent of or notice to the Subordinated Lenders, without incurring responsibility or liability to the Subordinated Lenders and without impairing or releasing the subordination provided herein or the obligations hereunder of the Subordinated Lenders, the Lender may do anyone or more of the following: (a) change the manner, place or terms of payment of or extend the time of payment of, or renew or alter, the Guaranteed Obligations or any collateral security therefor, or otherwise amend or supplement in any manner the Guaranteed Obligations or any instruments evidencing the same or any agreement under which Guaranteed Obligations are outstanding or the Guaranty; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Guaranteed Obligations; (c) release any Person liable in any manner for the Guaranteed Obligations; and (d) exercise or refrain from exercising any rights against the Guarantor and any other Person. Each Subordinated Lender unconditionally waives notice of the incurring of Guaranteed Obligations or any part thereof.

11.           Further Assurances. Each Subordinated Lender, at its own cost, shall take any further action as the Lender may reasonably request in order to carry out more fully the intent and purpose of these subordination provisions, including the undertaking any other further actions deemed advisable or reasonably required under the laws of the local jurisdiction to effect the enforceability of these subordination provisions thereunder.

Exhibit B

Schedule 9

Terms of Corporate LC Facility Subordination

1.             General. The Guarantor may assume letter of credit reimbursement obligations or provide a guaranty in respect of letter of credit reimbursement obligations (in either event, the “Subordinated Guaranty”), provided that (a) the aggregate liability for which the Guarantor is liable pursuant to the Subordinated Guaranty may not exceed $50,000,000, and (b) the Subordinated Guaranty obligations shall be unsecured and subordinated in all respects to the Guaranteed Obligations and in accordance with the remaining terms of this Schedule 9. Notwithstanding anything to the contrary contained in this Guaranty, the Guarantor may pay outstanding principal, together with accrued and unpaid interest and fees then due, in respect of any Subordinated Guaranty (the “Original Debt”) from the proceeds of any new Subordinated Guaranty incurred to refinance or replace such Original Debt or any upon any extension of the maturity of the Original Debt.

2.             Security. The Subordinated Guaranty shall be unsecured as to the Guarantor and may be secured only by the Milford project assets and a cash reserve account for the payment of fees payable to the lenders under the letter of credit facility.

3.             Fees; Interest. All fees, interest and any other amounts payable under the letter of credit facility shall be on arm’s-length terms and conditions.

4.             Guaranty Payments. The Guarantor agrees that unless and until all of the Guaranteed Obligations have been paid in full (including without limitation post-petition interest and post-petition fees and costs, whether or not allowable in bankruptcy, but excluding certain indemnity or reimbursement obligations that survive the repayment in full of the underlying Loans and for which no claim has been asserted) (“Payment in Full”), any cash payment by the Guarantor under the Subordinated Guaranty shall be allowed, notwithstanding anything to the contrary contained in the Guaranty, solely to the extent (a) no Event of Default has occurred and is continuing under the Guaranty at the time of such payment, (b) any such payment would not cause an Event of Default to occur under the Guaranty, and (c) any such payment either (I) together with each previous payment made under this clause (I), does not exceed $15,000,000 in the aggregate or (II) is made from funds of the Guarantor that are available to make a Restricted Payment in accordance with and to the extent permitted by Section 3(aa) of the Guaranty.

5.             Payment Upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding or any receivership, liquidation, reorganization or other similar proceeding in connection therewith, relative to the Guarantor or to its assets, or (b) any liquidation, dissolution or other winding up of the Guarantor, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Guarantor, then and in any such proceeding, dissolution, liquidation or other winding up or other event, the Lender shall be entitled to receive Payment in Full before any letter of credit issuer shall be entitled to receive any payment on account of the Subordinated Guaranty from the Guarantor on account of the Subordinated Guaranty (whether in respect of reimbursement obligations, interest, premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable by the Guarantor in respect of the Subordinated Guaranty in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered directly to the Lender (or to the applicable agent on behalf of the Lender) for application to the Guaranteed Obligations in accordance with the Guaranty, whether or not due, until Payment in Full.

6.             Proceeding Against Borrowers. Upon the occurrence of an Event of Default giving rise to the Lender’s rights to make a demand on the Guarantor for payment of all of the Guaranteed Obligations, no payments of any kind by the Guarantor in respect of the Subordinated Guaranty shall be permitted. Whether or not any Default shall exist under the Guaranty, each letter of credit issuer shall not, without the prior written consent of the Lender, commence any proceeding against the Guarantor in bankruptcy, insolvency or receivership law.

7.             Notice. Each letter of credit issuer agrees, for the benefit of the Lender, that it will give the Lender (or the applicable agent on behalf of the Lender) prompt notice of any default by the Guarantor or any Affiliate in respect of any Subordinated Guaranty.

8.             No Waiver; Modification to Senior Debt. No failure on the part of the Lender (or applicable agent on behalf of the Lender) and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof by the Lender, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or future exercise by the Lender (or applicable agent on behalf of the Lender) of any other right, remedy or power. Each and every right, remedy and power granted, by law or other agreement, or allowed to the Lender shall be cumulative and not exclusive, and may be exercised by the Lender (or applicable agent on behalf of the Lender) from time to time.

At any time, without the consent of or notice to the letter of credit issuer, without incurring responsibility or liability to the letter of credit issuer and without impairing or releasing the subordination provided herein or the obligations hereunder of the letter of credit issuer, the Lender may do anyone or more of the following: (a) change the manner, place or terms of payment of or extend the time of payment of, or renew or alter, the Guaranteed Obligations or any collateral security therefor, or otherwise amend or supplement in any manner the Guaranteed Obligations or any instruments evidencing the same or any agreement under which Guaranteed Obligations are outstanding or the Guaranty; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Guaranteed Obligations; (c) release any Person liable in any manner for the Guaranteed Obligations; and (d) exercise or refrain from exercising any rights against the Guarantor and any other Person. Each letter of credit issuer unconditionally waives notice of the incurring of Guaranteed Obligations or any part thereof.

EX-10.51

Exhibit 10.51

EXECUTION VERSION

AMENDMENT NO. 4
TO
SECOND AMENDED AND RESTATED GUARANTY

This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED GUARANTY (this “Amendment”), dated as of March 23, 2010, is entered into by and between First Wind Holdings, LLC, a Delaware limited liability company (“FWH”) and HSH Nordbank AG, New York Branch (“HSHN”).

RECITALS

WHEREAS, FWH entered into that certain Second Amended and Restated Guaranty in favor of HSHN, dated as of July 17, 2009 (the “Guaranty Agreement”);

WHEREAS, FWH and HSHN entered into that certain Amendment No. 1 to Second Amended and Restated Guaranty, dated as of November 30, 2009;

WHEREAS, FWH and HSHN entered into that certain Amendment No. 2 to Second Amended and Restated Guaranty, dated as of December 22, 2009;

WHEREAS, FWH and HSHN entered into that certain Amendment No. 3 to Second Amended and Restated Guaranty, dated as of March 2, 2010; and

WHEREAS, FWH and HSHN wish to further amend the Guaranty Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

AGREEMENT

Section 1.Definitions.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Guaranty Agreement.

Section 2.Amendment to Guaranty Agreement.  Effective on the date hereof, the Guaranty Agreement is hereby amended as follows:

(a)The definition of “Permitted Indebtedness” shall be deleted in its entirety and replaced with the following:

“Permitted Indebtedness” shall mean (a) the Indebtedness under the Basic Documents; (b) Outstanding HSH Loans and other Indebtedness permitted under the terms of the Outstanding HSH Loans; (c) “Permitted Indebtedness” (as defined in any FW Credit Facility) and the financing of any Eligible Qualified Project under a FW Credit Facility for which the Corresponding Term Loans (as defined in such FW Credit Facility) have been repaid in full and all excess proceeds of such financing, if any, are distributed to the Guarantor and deposited in accounts subject to the lien of the Security Agreements; (d) the guarantees and the loans entered into prior to the Effective Date as listed on Schedule 5, each of which is subordinated in all respects to the Guaranteed Obligations; (e) any refinancings, replacements, refundings, renewals or extensions of the Indebtedness described in clauses (a) through (d) above and this clause (e); provided, that the amount of such Indebtedness is not increased at the time of such refinancing, replacement, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) trade payables or other similar Indebtedness incurred in the ordinary course of business if paid when due (taking into account any grace periods) and in any event within 90 days after the date of the relevant invoice; (g) intercompany loans between any Project Company or wholly-owned (direct or indirect) subsidiary of the Guarantor and the Guarantor, between the Guarantor and FWA or FWA4, or between wholly-owned (direct or indirect) subsidiaries of the Guarantor; provided, in each case that such loans are unsecured and are subordinated in all respects to the Outstanding HSH Loans pursuant to an intercreditor agreement that is similar in form and in substance to the Intercreditor Agreement; (h) a guarantee by the Guarantor for certain limited indemnification obligations in connection with the Agreement for Purchase of Membership Interests, dated as of January 31, 2008, among UPC New York Wind 2, LLC (n/k/a New York Wind II, LLC), UPC New York Wind 3, LLC (n/k/a New York Wind III, LLC) and Lehman First Wind Holdings LLC (as successor in interest to Lehman Brothers Holdings Inc., a Delaware corporation) in an amount not exceeding $20,000,000; and (i) (x) Indebtedness in respect of capital lease obligations and purchase money obligations and renewals, refinancings and extensions thereof, for fixed or capital assets and (y) customary

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indemnities in connection with sales by the Guarantor and its Subsidiaries otherwise permitted hereunder, provided that the aggregate amount of all such Indebtedness in clauses i(x)-(y) herein at any one time outstanding shall not exceed $25,000,000 and shall at all times be subordinated to the Guaranteed Obligations on subordination terms substantially similar to those set forth on Schedule 8; (j) Indebtedness of the Guarantor in an aggregate amount not to exceed at any time the positive difference between Minimum Members’ Equity and $600,000,000; provided, that such Indebtedness shall be subordinated by terms substantially similar to those set forth on Schedule 8 by its terms; (k) Indebtedness incurred under the AIMCO Credit Agreement, including without limitation the Undertaking Agreement, dated as of the date hereof, entered into by the Guarantor and Wells Fargo, N.A.; (l) Indebtedness incurred with respect to (1) the transfer of certain letters of credit for the Mars Hill Project and the Steel Winds Project to the related Project Companies or other Affiliates in accordance with the terms of the Holdings Loan Agreement, including without limitation any guarantee by the Guarantor of such letters of credit and (2) the establishment of a corporate letter of credit facility in an amount up to $50,000,000 by the Guarantor or an Affiliate, including without limitation any guarantee by the Guarantor in respect of such letter of credit facility; provided, that such Indebtedness shall be subordinated by terms substantially similar to those set forth on Schedule 9 by its terms; and (m) Indebtedness incurred under Indemnity Agreement, dated as of December 22, 2009, by the Guarantor in respect of certain indemnity obligations arising out of a Government Grant Disallowance Event (as defined in the Financing Agreement, dated as of December 22, 2009, between Stetson Holdings, LLC, BNP Paribas, as Joint Lead Arranger, Administrative Agent, Security Agent and Issuing Bank, and HSH Nordbank, AG, acting through its New York Branch).

(b)The definition of “Unit Redemption Agreement” shall be deleted in its entirety and replaced with the following:

“Unit Redemption Agreement” shall mean that certain Unit Redemption Agreement, dated as of April 28, 2006, between UPC Wind Partners II and the Guarantor, as amended by the Amendment Agreement to Unit Redemption Agreement, dated as of December 12, 2008, and as further amended by the Amendment Agreement No. 2 to Unit Redemption Agreement, dated as of March 18, 2010.”

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(b)The words “clause (B) of the final proviso” in the definition of “UPC Release Event” shall be deleted and replaced with “clause (x)”.

Section 3.Legal Effect.  This Amendment shall become effective as of the date hereof.  This Amendment constitutes the entire agreement between the parties hereto with respect to the matters dealt with herein.  All previous documents, undertakings and agreements, whether verbal, written or otherwise, between the parties hereto with respect to the subject matter of the Amendment, are hereby cancelled and superseded and shall not affect or modify any of the terms or obligations set forth in this Amendment.

Section 4.Miscellaneous.

(a)Reference to and Effect on the Guaranty Agreement.  Except as expressly set forth herein, the Guaranty Agreement as specifically amended by this Amendment shall remain unchanged and in full force and effect and hereby is ratified and confirmed.  FWH acknowledges that this Amendment does not constitute any commitment to provide any additional loans or other extensions of credit, any future waiver or forbearance, or any additional extensions of time for the repayment of any debt.  In consideration for the commitments contained in the Guaranty Agreement as amended by this Amendment, FWH agrees and covenants that it will not claim that any current or prior action or course of conduct by HSHN with respect to any Events of Default that have occurred or may hereafter occur, constitutes an agreement or obligation to continue such action or course of conduct in the future.  FWH acknowledges that HSHN has not made any commitments, undertakings, waivers or amendments except as expressly set forth in this Amendment.

(b)Governing Law, Etc.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law).  FWH hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any state or federal court sitting in the County of New York, State of New York over any suit, action or proceeding arising out of or relating to this Amendment Service of process by HSHN in any such dispute shall be binding on FWH if sent to the FWH by registered or certified mail, at the address specified on the signature page of this Amendment.  FWH agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction.

4

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

NO CLAIM SHALL BE MADE BY ANY PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

(c)Counterparts and Facsimile or Electronic Mail Execution.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart of this Amendment by facsimile or by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.  Any party delivering an executed counterpart of this Amendment by facsimile or by electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

5

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

FIRST WIND HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Michael U. Alvarez
	Name:
	Title:

HSH NORDBANK AG, NEW YORK BRANCH,
By:	/s/ David Watson
	Name:	David Watson
	Title:	Vice President
		HSH Nordbank AG, New York Branch
By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President
		HSH Nordbank AG, NY Branch

EX-10.52

Exhibit 10.52

EXECUTION VERSION

AMENDMENT NO. 4
TO
FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE

This AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Amendment”), dated as of June 30, 2010, is entered into by and between FIRST WIND ACQUISITION, LLC, a Delaware limited liability company (“Borrower”) and HSH NORDBANK AG, NEW YORK BRANCH, (“HSHN”, in its capacities as lender (the “Lender”), as collateral agent (the “Collateral Agent”) and as the administrative agent (the “Administrative Agent”), as applicable).

RECITALS

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender entered into that certain Fourth Amended and Restated Secured Promissory Note, dated as of July 17, 2009 (the “Note”);

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender entered into that certain Amendment No. 1 to Fourth Amended and Restated Secured Promissory Note, dated as of November 30, 2009;

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender entered into that certain Amendment No. 2 to Fourth Amended and Restated Secured Promissory Note, dated as of December  22, 2009;

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender entered into that certain Consent and Amendment No. 3 to Fourth Amended and Restated Secured Promissory Date dated as of March 2, 2010; and

WHEREAS, Borrower and the Administrative Agent, the Collateral Agent and the Lender wish to further amend the Note as set forth hereunder.

NOW, THEREFORE, in consideration of the foregoing and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

AGREEMENT

Section 1.Definitions.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Note and the principles of interpretation set forth in Section 1(b) thereof shall apply herein.

Section 2.Amendments to Note.

(a)A new definition of “KWP II Project” shall be added in appropriate alphabetical order and shall read as follows:

“KWP II Project” shall have the meaning assigned to such term in Schedule 4.

(b)Schedule 11 is hereby deleted in its entirety and replaced with the schedule attached hereto as Exhibit A.

(c)Schedule 12 is hereby deleted in its entirety and replaced with the schedule attached hereto as Exhibit B.

Section 3.Legal Effect.  This Amendment shall become effective as of the date hereof.  This Amendment constitutes the entire agreement between the parties hereto with respect to the matters dealt with herein.  All previous documents, undertakings and agreements, whether verbal, written or otherwise, between the parties hereto with respect to the subject matter of the Amendment, are hereby cancelled and superseded and shall not affect or modify any of the terms or obligations set forth in this Amendment.

Section 4.Miscellaneous.

(a)Reference to and Effect on Note and Other Basic Documents.  Except as expressly set forth herein, the Note and the other Basic Documents as specifically amended by this Amendment shall remain unchanged and in full force and effect and are hereby ratified and confirmed.  The Borrower acknowledges that neither this Amendment nor any extension of the maturity date of any of the Corresponding Term Loans constitute any commitment to provide any additional loans or other extensions of credit, any future waiver or forbearance, or any additional extensions of time for the repayment of any debt.  In consideration for the commitments and extensions of credit contained in the Note as amended by this Amendment, the Borrower agrees and covenants that it will not claim that any current or prior action or course of conduct by the Lender, the Administrative Agent or the Collateral Agent with respect to any failure of the Borrower to repay its Loans or other obligations by the Maturity Date (without giving effect to this Amendment), or any related Event of Default which has occurred or may hereafter occur, constitutes an agreement or obligation to continue such action or course of conduct in the future.  The Borrower

2

acknowledges that the Lender, the Administrative Agent and the Collateral Agent have not made any commitments, undertakings, waivers or amendments in respect of the Basic Documents except as expressly set forth in this Amendment.

(b)Governing Law, Etc.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to conflict of laws provisions thereof other than Section 5-1401 of the New York General Obligations Law).  The Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any state or federal court sitting in the County of New York, State of New York over any suit, action or proceeding arising out of or relating to this Amendment.  Service of process by the Lenders in any such dispute shall be binding on the Borrower if sent to the Borrower by registered or certified mail, at the address specified on the signature page of this Amendment.  The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction.

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

NO CLAIM SHALL BE MADE BY ANY PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER PARTY HERETO OR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT, DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

3

(c)Counterparts and Facsimile or Electronic Mail Execution.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart of this Amendment by facsimile or by electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment.  Any party delivering an executed counterpart of this Amendment by facsimile or by electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

[Remainder of page intentionally left blank.]

4

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

FIRST WIND ACQUISITION, LLC
a Delaware limited liability company
By:	/s/ Evelyn Lim
	Name:	Evelyn Lim
	Title:	Secretary
FIRST WIND ACQUISITION, LLC
c/o First Wind Energy, LLC
179 Lincoln Street, Suite 500
Boston, MA 02111

Signature Page to

Amendment No. 4 to Fourth Amended and Restated Promissory Note (FWA)

HSH NORDBANK AG, NEW YORK BRANCH,
as a Lender, Collateral Agent and Administrative Agent
By:	/s/ Michael Pepe
	Name:	Michael Pepe
	Title:	Senior Vice President
		HSH Nordbank AG, New York Branch
By:	/s/ David Watson
	Name:	David Watson
	Title:	Vice President
		HSH Nordbank AG, New York Branch

HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:	Energy — Portfolio Management
Telephone:	212-407-6044 — David Watson
Facsimile:	212-407-6807
with a copy to:
HSH NORDBANK AG, NEW YORK BRANCH
230 Park Avenue
32nd Floor
New York, New York 10169-0005
Attention:	General Counsel
Telephone:	(212) 407-6152
Facsimile:	(212) 407-6811

Signature Page to

Amendment No. 4 to Fourth Amended and Restated Promissory Note (FWA)

Exhibit A

Schedule 11

Maximum Outstanding Loan per kw

	Release Event No FWH Major Capital Raise							FWH Major Capital Raise with or without Release Event
in $/kw	Rollins		KWPII		Oakfield			Rollins		KWPII		Oakfield
As of March 2, 2010	$	700	$	650	$	750		$	700	$	600	$	750
March 31, 2010	$	700	$	625	$	750		$	550	$	450	$	750
June 30, 2010	$	675	$	600	$	750		$	500	$	400	$	750
September 1, 2010	$	675	$	600	$	675	*	$	500	$	400	$	450	*
September 30, 2010	$	675	$	600	$	675		$	450	$	350	$	450
January 15, 2011	$	650	$	550	$	0		$	400	$	300	$	0
April 15, 2011	$	500	$	400	$	0		$	350	$	250	$	0
May 15, 2011	$	333	$	267	$	0		$	233	$	167	$	0
June 15, 2011	$	167	$	133	$	0		$	117	$	83	$	0
June 30, 2011	$	0	$	0	$	0		$	0	$	0	$	0

Deduction for lack of full 24 month warranty coverage

	Release Event No FWH Major Capital Raise							FWH Major Capital Raise with or without Release Event
in $/kw	Rollins		KWPII		Oakfield			Rollins		KWPII		Oakfield
As of March 2, 2010	$	700	$	650	$	750		$	700	$	600	$	750
March 31, 2010	$	700	$	625	$	750		$	550	$	450	$	750
June 30, 2010	$	650	$	575	$	750		$	475	$	375	$	750
September 1, 2010	$	650	$	575	$	650	*	$	475	$	375	$	425	*
September 30, 2010	$	650	$	575	$	650		$	425	$	325	$	425
January 15, 2011	$	600	$	500	$	0		$	350	$	250	$	0
April 15, 2011	$	400	$	300	$	0		$	250	$	150	$	0
May 15, 2011	$	233	$	167	$	0		$	133	$	67	$	0
June 15, 2011	$	67	$	33	$	0		$	17	$	0	$	0
June 30, 2011	$	0	$	0	$	0		$	0	$	0	$	0

* Payment of the Corresponding Term Loans for the Oakfield Project shall occur on September 1, 2010.

Exhibit B

Schedule 12

	Term Loan Fee
Quarterly Date	Corresponding Term Loans for the KWP II Project and Rollins Project	Corresponding Term Loans for the Oakfield Project
March 2, 2010	1.00% of outstanding balance of Corresponding Term Loans	0.00% of outstanding balance of Corresponding Term Loans
March 31, 2010	0.00% of outstanding balance of Corresponding Term Loans	0.00% of outstanding balance of Corresponding Term Loans
[Amendment Closing Date]	0.00% of outstanding balance of Corresponding Term Loans	0.50% of outstanding balance of Corresponding Term Loans
June 30, 2010	0.25% of outstanding balance of Corresponding Term Loans	0.25% of outstanding balance of Corresponding Term Loans
September 30, 2010	0.50% of outstanding balance of Corresponding Term Loans	0.50% of outstanding balance of Corresponding Term Loans
December 31, 2010	0.75% of outstanding balance of Corresponding Term Loans	0.25% of outstanding balance of Corresponding Term Loans
March 31, 2011	1.00% of outstanding balance of Corresponding Term Loans	N/A

EX-10.53

Exhibit 10.53

Execution Version

COMMON AGREEMENT

dated as of July 26, 2010

among

KAHUKU WIND POWER, LLC, as Borrower

U.S. DEPARTMENT OF ENERGY, as Guarantor and Loan Servicer,

and

MIDLAND LOAN SERVICES, INC., as Collateral Agent

Kahuku Wind Project
Oahu, Hawaii

Table of Contents

ARTICLE 1 DEFINITIONS; RULES OF INTERPRETATION			2
1.1.	Definitions		2
1.2.	Rules of Interpretation		2
1.3.	Conflict with DOE Credit Facility Documents		2
ARTICLE 2 FUNDING			2
2.1.	Financial Plan; Advance Schedule		2
2.2.	Availability of Advances		3
	2.2.1.	Availability	3
	2.2.2.	Loan Commitment Reductions and Cancellations	3
2.3.	Mechanics for Requesting Advances		3
	2.3.1.	Master Advance Notice	3
2.4.	Mechanics for Funding Advances		5
	2.4.1.	Funding of Advances	5
	2.4.2.	Equity Contributions	6
	2.4.3.	Drawstop Notices	6
	2.4.4.	No Liability	7
2.5.	Advance Requirements under the DOE Credit Facility Documents		7
2.6.	No Approval of Work		7
ARTICLE 3 PAYMENTS; PREPAYMENTS			8
3.1.	Place and Manner of Payments		8
	3.1.1.	Collateral Agency Agreement	8
	3.1.2.	Net of Tax, Etc.	8
3.2.	Interest Provisions Relating to All Advances		10
	3.2.1.	Interest Account and Interest Computations	10
	3.2.2.	Interest Payment Dates	10
3.3.	FFB Loan Transfer		11
	3.3.1.	Illegality	11
	3.3.2.	Increased Costs	11
	3.3.3.	Alternate Office; Minimization of Costs	11

i

3.4.	Prepayments		11
	3.4.1.	Terms of all Prepayments	11
	3.4.2.	Voluntary Prepayments	12
	3.4.3.	Mandatory Prepayments	13
3.5.	Payment of DOE Credit Facility Fees		14
3.6.	Evidence of Debt		15
ARTICLE 4 CONDITIONS PRECEDENT			15
4.1.	Conditions Precedent to Financial Closing Date		15
	4.1.1.	Loan Documents	15
	4.1.2.	Project Documents	17
	4.1.3.	Advance Schedule	19
	4.1.4.	Financial Plan; Base Case Projections; Project Milestone Schedule and Construction Budget	19
	4.1.5.	Financial Statements	20
	4.1.6.	Update of Conditional Commitment	20
	4.1.7.	Update of Credit Rating	20
	4.1.8.	Coverage Ratios	20
	4.1.9.	Pre-Closing Equity; No Unapproved Charges for Budgeted Contingencies	20
	4.1.10.	Consents and Approvals	21
	4.1.11.	Reports	21
	4.1.12.	Consultants’ and Advisors’ Certificates	21
	4.1.13.	Fee Arrangements for Independent Consultants	22
	4.1.14.	Construction Contract Price	22
	4.1.15.	Notice to Proceed; Conditions Precedent to Construction Contracts	22
	4.1.16.	Market Study	22
	4.1.17.	Security Interests	22
	4.1.18.	Borrower Certificate; Kahuku Holdings Certificate; Sponsor Certificate; Project Operator Certificate; Solvency Certificate	23
	4.1.19.	Legal Opinions	23
	4.1.20.	Taxes; Costs and Expenses	24

ii

	4.1.21.	Evidence of Insurance	24
	4.1.22.	Third-Party Materials Supply Agreements	24
	4.1.23.	Project Accounts	25
	4.1.24.	Lobbying Certification	25
	4.1.25.	Title to Project Site	25
	4.1.26.	Environmental	25
	4.1.27.	Earthquake Risk Assessment	25
	4.1.28.	Utility Services	26
	4.1.29.	Conditions Precedent in DOE Credit Facility Documents	26
	4.1.30.	Conditions Precedent in Transaction Documents	26
	4.1.31.	DOE Requirements	26
	4.1.32.	Confirmation of Non-Disclosure and Assignment of Inventions Agreements	26
	4.1.33.	No Litigation	26
	4.1.34.	Funding of Base Equity Amount; Equity Commitments	27
	4.1.35.	Due Diligence Review	27
	4.1.36.	Review and Payment of Credit Subsidy	27
	4.1.37.	Intellectual Property	27
	4.1.38.	Payment and Performance Bonds	27
	4.1.39.	No Judgment Liens	28
	4.1.40.	USA Patriot Act	28
	4.1.41.	Davis-Bacon Compliance	28
	4.1.42.	OMB Certification	28
	4.1.43.	Turbine Supplier Report	28
4.2.	Quarterly Conditions Precedent to Advances		28
4.2.1.	Certification of Updated Advance Schedule		29
	4.2.2.	Construction Progress Report	29
	4.2.3.	Fees and Expenses	30
	4.2.4.	Consents and Approvals	31
	4.2.5.	Insurance	31

iii

	4.2.6.	Proceedings and Other Documents	31
	4.2.7.	Representations and Warranties; No Default; Program Requirements	31
	4.2.8.	No Change in Circumstances	32
	4.2.9.	Performance Metrics	32
	4.2.10.	Certificates	32
	4.2.11.	Construction Budget	33
	4.2.12.	Equity Contributions	33
	4.2.13.	Base Case Projections	33
4.3.	Conditions Precedent to Each Advance		33
	4.3.1.	Advance Request; Quarterly Approved Advance Schedule	33
	4.3.2.	Issuance of FFB Advance Request Approval Notice	34
	4.3.3.	Fees and Expenses	34
	4.3.4.	Absence of Drawstop Notice	34
	4.3.5.	Base Equity	34
	4.3.6.	Title Continuation	34
	4.3.7.	Additional Requirements	35
	4.3.8.	Advance Schedule; Base Case Projections; and Construction Budget	35
ARTICLE 5 REPRESENTATIONS AND WARRANTIES			36
5.1.	Organization		36
5.2.	Authorization; No Conflict		36
5.3.	Legality, Validity and Enforceability		36
5.4.	Capitalization		37
5.5.	Investments; Subsidiaries		37
5.6.	Title		37
5.7.	Leases		37
5.8.	Security Interests		38
5.9.	Liens		38
5.10.	Permits; Other Required Consents		38
5.11.	Litigation, Labor Disputes		39

iv

5.12.	Tax	39
5.13.	Business, Indebtedness, Contracts, Etc.	40
5.14.	Transactions with Affiliates	40
5.15.	Compliance with Governmental Rules	41
5.16.	Environmental Laws	41
5.17.	Investment Company Act	42
5.18.	Regulation of Parties	42
5.19.	ERISA	42
5.20.	Insurance	43
5.21.	Intellectual Property	43
5.22.	No Defaults	44
5.23.	No Judgment Liens	44
5.24.	Sufficiency of Project Documents	44
5.25.	Financial Statements	45
5.26.	Project Milestone Schedule and Construction Budget; Operating Forecasts and Base Case Projections	46
5.27.	Sufficient Funds	46
5.28.	Fees and Enforcement	46
5.29.	Immunity	47
5.30.	No Other Powers-of-Attorney, Etc.	47
5.31.	No Additional Fees	47
5.32.	Foreign Assets Control Regulations, Prohibited Persons, Etc.	47
5.33.	Lobbying	48
5.34.	Insolvency Proceedings	48
5.35.	Use of Proceeds	48
5.36.	No Material Adverse Effect	48
5.37.	Certain Program Requirements	48
5.38.	Davis-Bacon Act	49
5.39.	Buy American Provisions	49
5.40.	Compliance with Governmental Rules; Environmental Laws; Governmental Approvals	49
5.41.	Full Disclosure	49

v

5.42.	Domestic Procurement Consideration	50
ARTICLE 6 AFFIRMATIVE COVENANTS		50
6.1.	Information Covenants	50
6.2.	Books, Records and Inspections; Accounting and Auditing Matters	58
6.3.	Maintenance of Property and Insurance	60
6.4.	Maintenance of Existence; Conduct of Business	60
6.5.	Compliance with Governmental Rules; Environmental Laws; Governmental Approvals	60
6.6.	Compliance with Debarment Regulations	61
6.7.	Tax, Duties, Proper Legal Form	61
6.8.	Construction and Approved Construction Changes	61
6.9.	Operating Forecasts	62
6.10.	Diligent Construction of Project and Operations	62
6.11.	Ineligible and Overrun Project Costs	63
6.12.	Cost Overruns and Contingencies	63
6.13.	Use of Proceeds; Repayment of Indebtedness	63
6.14.	Performance of Obligations	63
6.15.	Project Documents	63
6.16.	Cash Deposits	64
6.17.	Reserve Accounts	64
6.18.	Safety Audit	64
6.19.	Replacement of Certain Project Participants	64
6.20.	Security Interest in Newly Acquired Property; Additional Project Documents	65
6.21.	Title; Rights to Land	65
6.22.	Independent Consultants	65
6.23.	Additional Documents; Filings and Recordings	65
6.24.	Compliance with Governmental Rules	67
6.25.	Event of Loss	67
6.26.	Application of Loss Proceeds	67
6.27.	Acceptance and Startup Testing	68

vi

6.28.	Debt-to-Equity Contribution Ratio	68
6.29.	Compliance With Certain U.S. Government Requirements	68
6.30.	Davis-Bacon Act	69
6.31.	ERISA Covenants	70
6.32.	Domestic Procurement Consideration	71
6.33.	Initial Advance Date	71
6.34.	Separateness Provisions	72
ARTICLE 7 NEGATIVE COVENANTS		72
7.1.	Indebtedness	72
7.2.	Liens	72
7.3.	Leases	73
7.4.	Loans, Advances and Investments	73
7.5.	Capital Expenditures	73
7.6.	Subsidiaries; Partnerships	73
7.7.	Ordinary Course of Conduct; No Other Business	73
7.8.	Merger, Bankruptcy, Dissolution or Transfer of Assets	74
7.9.	Organizational Documents; Fiscal Year; Legal Form; Capital Structure	74
7.10.	Restricted Payments	74
7.11.	Redemption or Issuance of Stock	75
7.12.	Other Transactions	75
7.13.	Accounts	75
7.14.	Debt Service Coverage Ratio	76
7.15.	Commissions	76
7.16.	Amendment of and Notices Under Transaction Documents	76
7.17.	Other Agreements	77
7.18.	Hedging Agreements	77
7.19.	Compromise or Settlement of Disputes	77
7.20.	Abandonment of Project	78
7.21.	Improper Use	78
7.22.	Assignment	78

vii

7.23.	Margin Regulations		78
7.24.	Environmental Laws		78
7.25.	ERISA		79
7.26.	Investment Company Act		79
7.27.	Public Utility Holding Company Act		79
7.28.	Powers of Attorney		79
7.29.	Prohibited Persons		79
ARTICLE 8 EVENTS OF DEFAULT; REMEDIES			79
8.1.	Events of Default		79
8.2.	Remedies for Events of Default		88
8.3.	Automatic Acceleration		90
ARTICLE 9 AGENTS AND ADVISORS			90
9.1.	Appointment of Agents		90
9.2.	Duties and Responsibilities		90
9.3.	Rights and Obligations		91
9.4.	No Responsibility for Certain Conduct		93
9.5.	Defaults		94
9.6.	No Liability		95
9.7.	Fees and Expenses of Agents		95
9.8.	Resignation and Removal		96
9.9.	Successor Agents		96
9.10.	Authorization		98
9.11.	Agent as Lender		98
9.12.	Appointment of Independent Consultants		98
ARTICLE 10 REIMBURSEMENT AGREEMENT			98
10.1.	Reimbursement Obligation		98
10.2.	Payments and Computations		99
	10.2.1.	Interest	99
	10.2.2.	Method of Payment	99
	10.2.3.	Taxes	99
	10.2.4.	Calculations	99

viii

	10.2.5.	Determinations	100
10.3.	Obligations Absolute		100
10.4.	Security		102
	10.4.1.	Borrower Reimbursement Obligations Secured	102
	10.4.2.	Actions	102
10.5.	DOE Rights		102
	10.5.1.	Rights Cumulative	102
	10.5.2.	Subrogation	102
10.6.	Further Assurances		102
ARTICLE 11 MISCELLANEOUS			103
11.1.	Addresses		103
11.2.	Further Assurances		103
11.3.	Delay and Waiver		103
11.4.	Right of Set-Off		104
11.5.	Amendment or Waiver		104
11.6.	Entire Agreement		104
11.7.	Governing Law		105
11.8.	Severability		105
11.9.	Calculations		105
11.10.	Limitation on Liability		105
11.11.	Waiver of Jury Trial		105
11.12.	Consent to Jurisdiction		106
11.13.	Successors and Assigns		107
11.14.	Participations		107
11.15.	Reinstatement		107
11.16.	No Partnership; Etc.		108
11.17.	Payment of Costs and Expenses		108
11.18.	Counterparts		111

ix

COMMON AGREEMENT

This COMMON AGREEMENT (the “Common Agreement”), dated as of July 26, 2010, is by and among (i) KAHUKU WIND POWER, LLC, a limited liability company organized and existing under the laws of Delaware, as Borrower, (ii) the U.S. DEPARTMENT OF ENERGY, acting by and through the Secretary of Energy, for itself as a Credit Party and as guarantor of the Advances made under the DOE Credit Facility Documents (in such capacity, “DOE”), (iii) DOE, acting by and through the Secretary of Energy, as the Loan Servicer (in such capacity, the “Loan Servicer”), and (iv) MIDLAND LOAN SERVICES, INC., a corporation formed and existing under the laws of Delaware, as the Collateral Agent.

RECITALS

WHEREAS, pursuant to the Loan Documents, the Borrower intends to develop, construct, own and operate the Project.

WHEREAS, Kahuku Holdings is the sole Equity Owner of the Borrower;

WHEREAS, 92% of the Equity Interests of Kahuku Holdings are held by the Sponsor, and 8% of the Equity Interests of Kahuku Holdings are held by Makani Nui Associates, LLC, a limited liability company organized and existing under the laws of Hawaii;

WHEREAS, subject to the terms and conditions of the Equity Funding Agreement, the Sponsor and Kahuku Holdings have made and have agreed to make, or procure the making of, Equity Contributions to the Borrower.

WHEREAS, the Borrower, in furtherance of its obligations with respect to the Project has requested that:

(i)FFB make Advances pursuant to the DOE Credit Facility Documents in the aggregate principal amount not exceeding $117,330,968, and

(ii)DOE guarantee the repayment of the DOE Guaranteed Loan pursuant to the DOE Guarantee.

WHEREAS, the execution of this Common Agreement, which provides for, inter alia (i) certain common representations, warranties and covenants of the Borrower, (ii) certain uniform conditions of disbursement of the Advances, and (iii) certain common events of default, is a condition precedent to the obligations of the Credit Parties under the DOE Credit Facility Documents.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the Credit Parties entering into the DOE Credit Facility Documents, and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereby agree as follows:

ARTICLE 1
DEFINITIONS; RULES OF INTERPRETATION

1.1.Definitions.

Except as otherwise expressly provided herein, capitalized terms used in this Common Agreement and its exhibits and schedules shall have the meanings given in Exhibit A.

1.2.Rules of Interpretation.

Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit B shall apply to this Common Agreement.

1.3.Conflict with DOE Credit Facility Documents.

Except as expressly provided otherwise hereunder, in the case of any conflict between the terms of this Common Agreement and the terms of any DOE Credit Facility Document, the terms of this Common Agreement, as between the Borrower and the Credit Parties party hereto, shall control.

ARTICLE 2
FUNDING

2.1.Financial Plan; Advance Schedule.

(a)The proposed sources and uses of financing with respect to the Project are set forth on the Financial Plan attached as Exhibit Al. This Article 2 does not represent any undertaking of any of the Credit Parties to make any Advances to the Borrower.

(b)Attached hereto as Schedule 2.1(b) is an initial Advance Schedule, which represents the Borrower’s best estimate in all material respects as of the Financial Closing Date, based on all facts and circumstances existing and known to the Borrower, of the timing and amount of proposed Advances and Equity Contributions for the Project set forth on a monthly basis. The Advance Schedule shall be amended from time to time as set forth in Section 4.2.

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2.2.Availability of Advances.

2.2.1.Availability.

Subject to the satisfaction (or waiver by DOE or the Collateral Agent, as applicable, in writing) of each applicable condition precedent set forth in Article 4 and in the DOE Credit Facility Documents, Advances under the DOE Credit Facility Documents shall be made during the applicable Availability Period.

2.2.2.Loan Commitment Reductions and Cancellations.

The Borrower may, on not less than fifteen (15) days prior written notice to DOE and upon the satisfaction of any consent requirement or other applicable provisions of each DOE Credit Facility Document, permanently reduce the unutilized portions of the DOE Credit Facility Commitment, in full or in part, but only if:

(a)each partial reduction is in an amount permitted under the DOE Credit Facility Documents;

(b)DOE, in consultation with the Lender’s Engineer, is satisfied that such cancellation or reduction will not impair construction or development of the Project; and

(c)upon such cancellation or reduction, the Borrower pays all fees, Periodic Expenses, and other amounts then due with respect to such cancellation or reduction under the DOE Credit Facility Documents.

Once reduced or canceled, the DOE Credit Facility Commitment may not be reinstated.

2.3.Mechanics for Requesting Advances.

2.3.1.Master Advance Notice.

(a)The Borrower may request an Advance under the DOE Credit Facility Documents by delivering to the Credit Parties and the Lender’s Engineer, within three (3) months after the Quarterly Approval Date but not less than ten (10) Business Days prior to the Requested Advance Date, an appropriately completed Master Advance Notice with respect to such Advance. The Borrower may request an Advance no more frequently than once per calendar month; provided, however, that the Borrower may request one additional Advance in any calendar month that includes a Principal Payment Date, but only for the purpose of paying interest owing on the outstanding DOE Guaranteed Loan that constitutes Eligible Base Project Costs.

(b)Each Master Advance Notice shall specify:

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(i)the amount of the Advance requested under the DOE Credit Facility Documents, which shall be in the minimum amount and increments required by the DOE Credit Facility Documents;

(ii)the Requested Advance Date, which shall be any Business Day;

(iii)pursuant to Section 2.4.2, (A) the portion of the Approved Pre-Closing Equity Credit to be allocated as Base Equity with respect to a requested Advance (not to exceed the Approved Pre-Closing Equity Credit Balance), and (B) the amount of Base Equity and Overrun Equity to be transferred from the Equity Contribution Account prior to or concurrently with such Advances;

(iv)the aggregate amount, on a prospective basis after giving effect to the requested Advance, of (A) all Advances outstanding under the DOE Credit Facility Documents, (B) all Equity Contributions allocated from the Approved Pre-Closing Equity Credit as Base Equity with respect to outstanding Advances, (C) Base Equity and Overrun Equity (if any) contributed from the Equity Contribution Account or in cash with respect to outstanding Advances, and (D) the revised Approved Pre-Closing Equity Credit Balance, if greater than zero;

(v)the Project Costs being financed using the proceeds of the requested Advances, which shall be only Eligible Base Project Costs;

(vi)if applicable, the “Prepayment Election” (as defined in the FFB Promissory Note) for such Advance as set forth in the FFB Advance Request;

(vii)that (A) the representations and warranties of the Borrower contained in the Loan Documents to which the Borrower is a party are true, correct and complete on and as of the Requested Advance Date, (B) no Event of Default or Potential Default has occurred and is continuing, and (C) such other matters as are required to be certified by the Borrower pursuant to Section 4.3; and

(viii)Such other information as may be required in the form of Master Advance Notice, if applicable.

(c)The Borrower shall include as attachments to each Master Advance Notice, and shall deliver the same to DOE and the Loan Servicer:

(i)a draft of the FFB Advance Request with respect to the requested Advance, together with any information necessary for FFB and DOE to process such request; and

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(ii)all other certificates and documentation required in respect of such Advance under the DOE Credit Facility Documents and the related Loan Documents.

2.4.Mechanics for Funding Advances.

2.4.1.Funding of Advances.

(a)Satisfaction of Conditions Precedent.

(i)Promptly after receipt of a Master Advance Notice, DOE shall review such Master Advance Notice and the attachments thereto to determine whether all certificates and documentation required under Section 2.3 have been delivered to it. At such time as DOE has determined that it has received all such required certificates and documentation, it shall promptly so notify the other Credit Parties and the Borrower;

(ii)No later than six (6) Business Days prior to the Requested Advance Date, the Borrower shall deliver to DOE a completed FFB Advance Request with respect to the requested Advance, including all wire transfer information for the designated payees of the proceeds of such Advance, together with any other information required on such FFB Advance Request; and

(iii)As soon as DOE determines that (A) all conditions precedent set forth in Article 4 in respect of the requested Advance have been satisfied (or waived), (B) the required Equity Contributions have been made in accordance with Section 2.4.2, and (C) the FFB Advance Request and all other certificates and documentation required under the DOE Credit Facility Documents in respect of the requested Advance have been provided and are satisfactory (or have been waived), then DOE shall sign the FFB Advance Request Approval Notice attached to the FFB Advance Request and forward both to the FFB, with a copy to the Borrower, the Collateral Agent and the Lender’s Engineer, it being agreed that, if DOE makes such determination no later than six (6) Business Days prior to the Requested Advance Date, then DOE shall use all reasonable efforts to sign and forward such FFB Advance Request Approval Notice no later than five (5) Business Days prior to the Requested Advance Date.

(b)FFB Funding.  For any requested Advance for which a FFB Advance Request Approval Notice has been issued pursuant to this Section 2.4.1 and for which no Drawstop Notice has been issued pursuant to Section 2.4.3, in accordance with the terms of the FFB Note Purchase Agreement FFB has agreed to fund such Advance on the Requested Advance Date in accordance with the DOE Credit Facility Documents. Such funds shall be applied as specified in the Collateral Agency Agreement; provided, however, that, if any Drawstop Notice has been issued and is in effect on the Requested Advance Date with respect to

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any funds received by the Collateral Agent, such funds shall be applied pursuant to Section 2.4.3(c).

2.4.2.Equity Contributions.

(a)Determinations.  On or prior to the date that is nine (9) Business Days prior to the Requested Advance Date, the Borrower shall cause Equity Contributions to be allocated from the Approved Pre-Closing Equity Credit, disbursed from the Equity Contribution Account or contributed in cash in an aggregate amount such that, after giving effect to all Advances to be made on such Requested Advance Date, the Debt-to-Equity Contribution Ratio is not more than 79:21. If the Equity Contribution for an Advance will include amounts from the Approved Pre-Closing Equity Credit, the Borrower shall allocate in the Master Advance Notice of such Advance that portion of the Approved Pre-Closing Equity Credit (not to exceed the Approved Pre-Closing Equity Credit Balance) to be deemed contributed as Base Equity on the related Requested Advance Date. After the Approved Pre-Closing Equity Credit Balance has been fully utilized, the Borrower shall indicate on each Master Advance Notice the amount of Base Equity or Overrun Equity, as the case may be, to be deposited into the Construction Account from the Equity Contribution Account or contributed in cash with respect to the Advance requested pursuant to such Master Advance Notice.

(b)Confirmation.  As of the date that is eight (8) Business Days prior to the Requested Advance Date, (i) if at such time as the Collateral Agent has determined that the Equity Contributions contributed or deemed contributed are sufficient to satisfy the requirements of Section 2.4.2(a), the Collateral Agent shall so notify the Borrower, the Equity Investor, and the Credit Parties, and (ii) to the extent that the Collateral Agent has determined that the Equity Contributions contributed or deemed contributed are not sufficient to satisfy the requirements of Section 2.4.2(a), the Collateral Agent shall so notify the Borrower, the Equity Investor, and the Credit Parties. If as of the date that is six (6) Business Days prior to the Requested Advance Date there continues to be a shortfall in the Base Equity or Overrun Equity required to be contributed or deemed contributed, the Collateral Agent shall issue a notice substantially in the form attached as Exhibit N (a “Drawstop Notice”), in accordance with Section 2.4.3, to the Borrower and the other Credit Parties.

2.4.3.Drawstop Notices.

(a)Issuance.  At any time after the issuance of a Master Advance Notice up to the date that is one (1) Business Day prior to the Requested Advance Date, whether or not DOE has issued an FFB Advance Request Approval Notice, DOE may, from time to time, issue a Drawstop Notice to the Borrower and the

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other Credit Parties, if DOE determines that the conditions in Article 4 with respect to such Advance are not met, or having been met, are no longer met.

(b)Consequences. If a Drawstop Notice is issued, FFB shall not be obligated to make the requested Advance; provided, however, that the issuance of a Drawstop Notice shall be without prejudice to the Borrower’s right to request future Advances in accordance with the terms and provisions hereof.

(c)Funds Advanced.  If any Drawstop Notice has been issued, funds delivered to the Collateral Agent pursuant to Section 2.4.1(b) shall not be applied and shall be returned promptly to the FFB.

(d)Costs.  The Borrower shall pay all reasonable, documented out-of-pocket expenses incurred by DOE, FFB, Loan Servicer or the Collateral Agent in respect of any Advance failed to be made under this Section 2.4.3.

2.4.4.No Liability.

Without limiting the generality of Section 9.6 or Section 11.10, no Credit Party shall have any liability to the Borrower or any Affiliate thereof or to any other Credit Party solely arising from the issuance of or failure to issue any FFB Advance Request Approval Notice, Drawstop Notice, or any other notice contemplated by this Section 2.4.

2.5.Advance Requirements under the DOE Credit Facility Documents.

Notwithstanding anything to the contrary contained in this Article 2, the Borrower shall also comply with all separate disbursement requirements set forth in the DOE Credit Facility Documents. Unless otherwise specified in the DOE Credit Facility Documents, all determinations to be made with respect to the DOE Credit Facility Documents shall be made by DOE.

2.6.No Approval of Work.

The making of any Advance under the Loan Documents shall not be deemed to constitute approval or acceptance by any Credit Party of any work, labor, supplies, materials or equipment furnished or supplied with respect to the Project in respect of any provision in the Loan Documents pursuant to which a Credit Party has the right or obligation to provide such approval or acceptance.

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ARTICLE 3
PAYMENTS; PREPAYMENTS

3.1.Place and Manner of Payments.

3.1.1.Collateral Agency Agreement.

The Borrower shall repay the DOE Guaranteed Loan, including all fees and interests accrued thereon, in accordance with the DOE Credit Facility Documents. All payments due under the DOE Credit Facility Documents shall be made by the Borrower pursuant to the terms of the DOE Credit Facility Documents and the Collateral Agency Agreement. The Collateral Agent shall apply each payment received by it in accordance with the Collateral Agency Agreement; provided, however, that, notwithstanding any instructions to the contrary in the FFB Note, for purposes of administering payments to FFB, the Borrower shall remit such payments directly to an account designated by the Loan Servicer for payment to FFB. The Borrower may not reborrow any principal amount of the DOE Guaranteed Loan that is repaid.

3.1.2.Net of Tax, Etc.

(a)Tax.  Any and all payments to any Secured Party by the Borrower hereunder or under any other Loan Document shall be made free and clear of, and without deduction for, any and all Taxes, and all liabilities with respect thereto, excluding (i) taxes imposed on or measured by the net income (however denominated) of such Secured Party by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a present or former connection between such Secured Party and such jurisdiction or political subdivision (other than any connection arising as a result of the transactions contemplated by the Loan Documents), and (ii) any withholding Taxes or other Tax based on gross income imposed by the United States of America (all such Taxes being hereinafter referred to as “Covered Taxes”). If the Borrower shall be required by law to withhold or deduct any Covered Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Secured Party, (A) the sum payable shall be increased as may be necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 3.1.2), such Secured Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Borrower shall make such deductions and (C) Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with all Governmental Rules. If the Borrower shall make any payment with respect to Covered Taxes under this Section 3.1.2(a) to or for the benefit of any Secured Party and if such Secured Party shall claim any credit or deduction for such Covered Taxes against any other Taxes payable by such Secured Party that are not Covered Taxes then such Secured Party shall pay to the Borrower an amount equal to the amount the Secured Party determines in its sole discretion, absent manifest error, is the amount by which such other Taxes are actually reduced; provided, that the aggregate amount payable by such Secured Party pursuant to this sentence shall not exceed the aggregate amount previously paid by the Borrower with respect to such Covered Taxes and no amount shall be payable while a Potential Default or Event of Default is continuing.

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(b)Indemnity.  The Borrower shall indemnify each Secured Party for the full amount of Covered Taxes (including any Covered Taxes imposed by any jurisdiction on amounts payable under this Section 3.1.2) paid by any Secured Party, whether or not such Covered Taxes were correctly or legally asserted. Each Secured Party shall give notice to the Borrower of the assertion of any claim against such Secured Party relating to such Secured Party’s Covered Taxes as promptly as is practicable after being notified of such assertion; provided, that any failure to notify the Borrower promptly of such assertion shall not relieve the Borrower of its obligation under this Section 3.1.2, except to the extent the Borrower is actually and materially prejudiced by such failure. Payments by the Borrower pursuant to this indemnification shall be made within ten (10) days after the date such Secured Party makes written demand therefor (submitted through the Loan Servicer), which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Each Secured Party agrees to repay to the Borrower any refund (including that portion of any interest that was included as part of such refund with respect to Covered Taxes paid by the Borrower pursuant to this Section 3.1.2(b)) received by such Secured Party for Covered Taxes that were paid by the Borrower pursuant to this Section 3.1.2(b), and to provide reasonable assistance to the Borrower (and at the expense of the Borrower) to contest any such Covered Taxes that such Secured Party or the Borrower reasonably believes not to have been lawfully or properly assessed.

(c)Notice.  Within ten (10) days after the date of any payment of Covered Taxes by the Borrower, the Borrower shall furnish to the Loan Servicer and each affected Secured Party the original or a certified copy of a receipt evidencing such payment, or if the relevant tax authority has not provided the Borrower with such a receipt, shall furnish such other evidence of such payment as may be available to the Borrower (in which case the Borrower shall promptly request a receipt from the relevant tax authority, and so furnish the original or a certified copy thereof promptly on receipt thereof). The Borrower shall compensate each Secured Party for all reasonable losses and expenses sustained by such Secured Party as a result of any failure by the Borrower to so furnish such copy of such evidence or, if available, such receipt.

(d)Survival of Obligations.  The obligations of the Borrower under this Section 3.1.2 shall survive the termination of this Common Agreement and the repayment of the Secured Obligations, but no longer than the applicable statute of limitations.

(e)Documentation.  Any Secured Party that is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code that is entitled to an exemption from or reduction of withholding of U.S. federal income tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower, at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed

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and executed documentation prescribed by applicable law as will permit such payments to be made without withholding of U.S. federal income tax, or at a reduced rate of such withholding. In addition, any Secured Party, if requested by the Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not such Secured Party is subject to backup withholding or information reporting requirements. Each Secured Party shall promptly (i) notify the Borrower of any change in circumstances which (other than as a result of a Change in Law or interpretation thereof) would modify or render invalid any such claimed exemption or reduction and (ii) at the request and expense of the Borrower, take such steps as shall not be disadvantageous to it, in the sole judgment of such Secured Party, and as may be reasonably necessary (including the re-designation of its lending office) to avoid any requirement of applicable laws of any such jurisdiction that the Borrower make any deduction or withholding for Covered Taxes from amounts payable to such Secured Party.

3.2.Interest Provisions Relating to All Advances.

3.2.1.Interest Account and Interest Computations.

In accordance with Section 609.10(e)(1) of the Applicable Regulations, interest shall accrue on the unpaid principal amount of each Advance from the date such Advance is disbursed to the Collateral Agent or otherwise disbursed or deemed disbursed pursuant to the DOE Credit Facility Documents, to the date such Advance is paid in full, at a rate per annum relating thereto as specified in the DOE Credit Facility Documents. The Borrower hereby authorizes each Credit Party to record in an account or accounts maintained by such Credit Party on its books (A) the interest rates applicable to all Advances, (B) the interest periods for each Advance outstanding, (C) the date and amount of each principal and interest payment on the DOE Guaranteed Loan outstanding, and (D) such other information as such Credit Party may determine is necessary for the computation of interest payable by the Borrower hereunder. The Borrower agrees that all computations of interest by a Credit Party pursuant to this Section 3.2.1 shall, absent manifest error, constitute prima facie evidence of the amount thereof, and shall be conclusive absent manifest error. All computations of interest shall be made as set forth in the relevant DOE Credit Facility Documents.

3.2.2.Interest Payment Dates.

Subject to the terms of the DOE Credit Facility Documents, the Borrower shall pay accrued interest on the outstanding principal amount of each Advance on each Quarterly Payment Date, on prepayment (to the extent thereof), and at maturity (whether by acceleration or otherwise).

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3.3.FFB Loan Transfer.

3.3.1.Illegality.

Upon any FFB Loan Transfer or receipt by the Borrower or any Credit Party of notice of FFB’s intention to make any FFB Loan Transfer in accordance with the FFB Note Purchase Agreement, the Borrower, DOE, Loan Servicer and Collateral Agent shall cooperate with the transferee of the FFB Loan to amend this Common Agreement and any other Loan Documents to incorporate customary provisions for a commercial loan transaction of this type reasonably satisfactory to such transferee with respect to any Change of Law that makes it unlawful or impossible for any lender to make or maintain any FFB Loans.

3.3.2.Increased Costs.

Upon any FFB Loan Transfer or receipt by the Borrower or any Credit Party of notice of FFB’s intention to make any FFB Loan Transfer in accordance with the FFB Note Purchase Agreement, the Borrower, DOE, Loan Servicer and Collateral Agent shall cooperate with the transferee of the FFB Loans to amend this Common Agreement and any other Loan Documents to incorporate customary provisions reasonably satisfactory to such transferee with respect to any Change of Law that subjects such transferee lender to any tax, duty or other charge with respect to any FFB Loans.

3.3.3.Alternate Office; Minimization of Costs.

Upon any FFB Loan Transfer or receipt by the Borrower or any Credit Party of notice of FFB’s intention to make any FFB Loan Transfer in accordance with the FFB Note Purchase Agreement, the Borrower, DOE, Loan Servicer and Collateral Agent shall cooperate with the transferee of the FFB Loans to amend this Common Agreement and any other Loan Documents to incorporate customary provisions for a commercial loan transaction of this type reasonably satisfactory to such transferee lender with respect to such transferee lender designating an alternative lending office with respect to its FFB Loan to mitigate costs or to avoid any circumstances that might make it unlawful or impossible for such transferee lender to maintain an FFB Loan.

3.4.Prepayments.

3.4.1.Terms of all Prepayments.

(a)With respect to any prepayment of all or any part of the DOE Guaranteed Loan, whether such prepayment is voluntary or mandatory, including a prepayment upon acceleration, the Borrower shall comply with all applicable terms and provisions of the FFB Note Purchase Agreement.

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(b)All prepayments shall be allocated first, to any Late Charge, next, to any associated make-whole premiums, next, to accrued and unpaid interest on the DOE Guaranteed Loan, and next, to principal on the DOE Guaranteed Loan, which shall be applied first to prepay in full one or more Advances selected by the Borrower, and if necessary, to prepay in part an Advance selected by the Borrower, which partial prepayment shall be applied to installments of principal of such selected Advance in the inverse order of maturity, pursuant to the DOE Credit Facility Documents, in each case such prepayment shall be allocated to principal in the maximum possible amount when taken together with any associated make-whole premiums or discounts (it being understood that (x) if there is an associated premium, the principal amount prepaid would be less than the prepayment amount, and (y) if there is an associated discount, the principal amount prepaid would be greater than the prepayment amount).

(c)All prepayments of the DOE Guaranteed Loan shall be applied in accordance with the DOE Credit Facility Documents.

(d)The Borrower may not reborrow any principal amount of the DOE Guaranteed Loan that is prepaid.

3.4.2.Voluntary Prepayments.

(a)Without the consent of DOE, the Borrower may not prepay the DOE Guaranteed Loan in full or in part prior to the end of the Availability Period. Any prepayment in full or in part with the consent of DOE prior to the end of the Availability Period shall be subject to any applicable prepayment premiums, discounts, charges or other amounts as may be required by the DOE Credit Facility Documents.

(b)After the end of the Availability Period, the Borrower may prepay all or any part of the principal amount of the DOE Guaranteed Loan upon prior written notice submitted by the Borrower to the Credit Parties not later than the fifth (5th) Business Day prior to the Intended Prepayment Date, and satisfaction of the following conditions:

(i)compliance with any restrictions contained in the DOE Credit Facility Documents, including any minimum prepayment amount requirement of the DOE Credit Facility Documents; and

(ii)payment of all accrued and unpaid interest on such principal amount, and any other fees and Periodic Expenses then payable, including any prepayment premiums, or other amounts as may be required under the DOE Credit Facility Documents.

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3.4.3.Mandatory Prepayments.

(a)The Borrower shall be required to make, or cause to be made, as applicable, mandatory prepayments of the DOE Guaranteed Loan upon the occurrence of any of the following and in amounts set forth in this Section 3.4.3:

(i)upon the receipt by the Borrower of performance liquidated damages pursuant to any Project Document in excess of the amounts needed, as determined by DOE in consultation with the Lender’s Engineer (as appropriate), to pay corresponding performance liquidated damages payable to a Project Participant who is not a First Wind Entity or an Affiliate thereof, the excess amount of such performance liquidated damages;

(ii)upon the receipt by the Borrower of Loss Proceeds in an amount that exceeds by more than $10,000 the amount of such Loss Proceeds used or to be used to repair or restore the Project in accordance with Section 6.26, such amount;

(iii)upon the payment of any amounts to the Borrower in respect of the termination or repudiation of any Project Document or in respect of any damages paid to the Borrower as a result of a breach of any such Project Document (in the case of damages, in excess of the amount applied in remedying the relevant breach and, in the case of termination or repudiation, in excess of any reasonable out-of-pocket costs incurred by the Borrower in replacing such Project Document and approved by DOE), such amount;

(iv)upon any sale of any assets no longer used or useful in the operation of the Project in excess of $500,000 in a single transaction or a series of related transactions, in an amount equal to the proceeds of such sales unless applied or to be applied to the acquisition of replacement assets;

(v)promptly upon the receipt of Cash Grant proceeds, an amount equal to 79% of the Cash Grant awarded in respect of the Project;

(vi)on the Quarterly Payment Date after the failure by Borrower to comply with the Debt Service Coverage Ratio requirements set forth in Section 7.14, an amount, which after giving effect to such prepayment, would achieve compliance with such Debt Service Coverage Ratio requirements from and after such date;

(vii)on the Guaranteed Operational Completion Date, if Operational Completion has not been achieved, the Borrower shall cause the Sponsor, pursuant to the Sponsor Guarantee, to pay an amount equal to $10,000,000 less any amounts previously paid by the Sponsor pursuant to the Sponsor Guarantee;

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(viii)on the Guaranteed Project Completion Date, if Project Completion has not been achieved, the Borrower shall cause the Sponsor, pursuant to the Sponsor Guarantee, to pay an amount equal to the remaining amounts available under the Sponsor Guarantee;

(ix)on any date on which a Restricted Payment is allowed to be made in accordance with Section 7.10, the Excess Cash Prepayment Amount; and

(x)if no Restricted Payments were allowed to be made in accordance with Section 7.10 within the previous twenty-four (24) months, an amount equal to all funds on deposit at such time in the Equity Distribution Account.

(b)Any mandatory prepayments of the DOE Guaranteed Loan shall be applied, and shall be subject to the terms and conditions, as set forth in the DOE Credit Facility Documents.

3.5.Payment of DOE Credit Facility Fees.

(a)Borrower shall pay (i) to DOE on the Financial Closing Date, a Loan Facility Fee in the amount of $938,647.74, and (ii) to FFB, the fees payable to FFB from time to time in accordance with the requirements of the DOE Credit Facility Documents.

(b)Borrower shall pay annually in advance to DOE, for its own account, the DOE Maintenance Fee each year in advance, commencing on the Financial Closing Date and then on each anniversary thereof.

(c)Borrower shall pay a DOE Modification Fee, if any, at the time reasonably determined by DOE.

(d)All DOE Credit Facility Fees shall be paid on the dates due, in immediately available funds in Dollars, to DOE. Once paid, the DOE Credit Facility Fees shall not be refundable under any circumstances.

(e)All amounts payable to DOE under this Section 3.5 shall be paid by wire transfer to the following account, or to such other account as may be specified by DOE from time to time:

U.S. Treasury Department

ABA No. 0210-3000-4 TREASNYC/CTR/BNF=89000001

OBI=LGPO Kahuku Wind Power Loan No. 1103

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3.6.Evidence of Debt.

(a)The FFB shall maintain or cause to be maintained, in accordance with its usual practice, internal records evidencing the amounts from time to time lent by and owing to it under the DOE Credit Facility Documents and each of the payments from time to time made in respect thereof.

(b)The Loan Servicer shall maintain, in accordance with its usual practice, internal records evidencing the amounts from time to time (i) advanced by FFB under the FFB Note Purchase Agreement, and (ii) paid by DOE with respect to the DOE Guarantee and, in each case, each of the payments made from time to time in respect thereof.

(c)Except as otherwise provided in any Loan Document, the entries made in the internal records maintained by or on behalf of each of the Credit Parties, respectively, pursuant to clauses (a) and (b), above shall, absent manifest error, constitute prima facie evidence of the existence and amount of Secured Obligations of the Borrower as therein recorded and shall be conclusive absent manifest error. Notwithstanding anything to the contrary, in the event of any conflict among the records of the Credit Parties, the records of the FFB shall prevail.

ARTICLE 4
CONDITIONS PRECEDENT

4.1.Conditions Precedent to Financial Closing Date.

The occurrence of the Financial Closing Date is subject to the prior satisfaction (or waiver in writing), as determined by (x) in all cases, DOE, (y) with respect to any documents or instruments addressed to FFB or to which FFB is party, FFB, and (z) with respect to Collateral Agent, as specifically set forth in this Article 4, each in its sole discretion, of each of the following conditions precedent (the “Initial Conditions Precedent”) as of the Financial Closing Date.

4.1.1.Loan Documents.

DOE shall have received fully executed originals in sufficient counterparts for each Credit Party of each of the following documents, each of which shall be in form and substance satisfactory to DOE and the Collateral Agent, as applicable:

(a)Common Agreement.  This Common Agreement.

(b)DOE Credit Facility Documents.  Each of the following documents and all other contracts and documents required in connection with the DOE Guaranteed Loan (the “DOE Credit Facility Documents”):

(i)the FFB Program Financing Agreement;

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(ii)the FFB Note Purchase Agreement;

(iii)the FFB Promissory Note;

(iv)the DOE Guarantee;

(v)the Collateral Agency Agreement; and

(vi)all other documents, certificates and instruments required to be delivered in connection with any of the foregoing documents.

(c)Equity Documents.  Each of the following documents and all other contracts and documents required in connection with the Equity Commitments (the “Equity Documents”):

(i)the Equity Funding Agreement;

(ii)the Sponsor Support Agreement; and

(iii)the Sponsor Guarantee.

(d)Security Documents.  Each of the following documents and all other contracts and documents entered into prior to, on, or after the Initial Advance Date that provide any Lien, charge or security interest to the Secured Parties (or any of them) to secure the Secured Obligations (the “Security Documents”):

(i)Asset Pledge Documents.  Each of the following documents and all other contracts and documents that provide any Lien, charge or security interest to the Secured Parties (or any of them) on the assets of the Borrower to secure the Secured Obligations (the “Asset Pledge Documents”):

(A)the Deed of Trust;

(B)the Security Agreement;

(C)the Account Control Agreements; and

(D)agreements pledging all other real or personal property interests of the Borrower, including all leasehold or other property interests relating to the Project, and all related fixtures, easements, rights-of-way and licenses.

(ii)Equity Pledge Documents.  The Equity Pledge Agreement and each of the other documents, pledge agreements and related documents, pursuant to which the owners thereof will pledge to the Collateral Agent for the

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benefit of the Secured Parties all of their respective right, title and interest in the Pledged Equity Interests (the “Equity Pledge. Documents”); and

(iii)Direct Agreements.  Each of the following agreements and any other agreement consenting to the assignment to the Secured Parties of the Borrower’s interest in any Project Documents (the “Direct Agreements”), together with customary legal opinions and officer’s certificates in connection therewith:

(A)the Consent and Direct Agreement among the Project Construction Contractor, the Borrower and the Collateral Agent;

(B)the Consent and Direct Agreement among the Battery Supplier, the Borrower and the Collateral Agent;

(C)the Consent and Direct Agreement among the Turbine Supplier, the Borrower and the Collateral Agent;

(D)the Consent and Direct Agreement among the Project Operator, the Borrower and the Collateral Agent;

(E)the Consent and Direct Agreement among the Turbine Operator, the Borrower and the Collateral Agent;

(F)the Consent and Direct Agreement among the Battery Operator, the Borrower and the Collateral Agent;

(G)the Consent and Direct Agreement among the Output Purchaser, the Borrower and the Collateral Agent; and

(H)any other Consent and Direct Agreement entered into from time to time after the Financial Closing Date among a Project Participant, the Borrower and the Collateral Agent.

(e)Subordination Agreements.  Each Subordination Agreement required by the DOE.

(f)Other Documents.  Any other documents and agreements as may be required under the Program Requirements or as otherwise reasonably required by DOE.

4.1.2.Project Documents.

DOE shall have received a copy of a fully executed original of each of the following documents, each of which shall be in form and substance satisfactory to DOE, and certified by the Borrower that (x) such copy is a true, correct, and complete copy of such document (including all schedules, exhibits, attachments,

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supplements and amendments thereto and any related protocols or side letters), (y) such document has been duly executed and delivered by the parties thereto and is in full force and effect, and (z) to the Borrower’s knowledge, no party to such document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder:

(a)Land Documents.  Each of the contracts and other documents evidencing the Borrower’s ownership or control of land and rights to land for the Project, all easements, licenses, and covenants, conditions and restrictions in connection with the Project Site, and any and all other documents affecting an interest in or right to use the Project Site (the “Land Documents”).

(b)Construction Documents.  Each of the following documents and all other contracts required for construction, procurement, installation, and improvement of land, buildings, equipment, and manufacturing facilities for the Project, including related material subcontracts entered into after the Financial Closing Date, as in effect from time to time (the “Construction Documents”):

(i)the Engineering Agreements;

(ii)an assignment of each Engineering Agreement to the Borrower;

(iii)the Project Construction Contract;

(iv)the Turbine Supply Documents;

(v)the Battery Purchase Agreement;

(vi)the Transformer Agreement; and

(vii)the Equipment Purchase Agreement, until such time as Borrower’s rights and interests under such agreement are transferred to the Output Purchaser in accordance with the terms of the Power Purchase Agreement.

(c)Operating Documents.  Each of the following documents and all other contracts required for operation and maintenance of the Project (the “Operating Documents”):

(i)the Power Purchase Agreement;

(ii)the Project O&M Agreement;

(iii)the Battery O&M Agreement;

(iv)the Turbine O&M Agreement;

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(v)the Turbine Warranty Agreement; and

(vi)the Administrative Services Agreement.

4.1.3.Advance Schedule.

At least ten (10) Business Days prior to the Financial Closing Date (or such shorter period as may be satisfactory to DOE), DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer, a copy of the Advance Schedule, certified by the Borrower, the Sponsor and the Lender’s Engineer, which shall be, as of the date specified in the Borrower Certificate, the Borrower’s good faith estimate in all material respects, based on all facts and circumstances then existing and known to the Borrower and the Sponsor, of the timing and amount of proposed Advances and Equity Contributions for the Project (showing the total Advances expected in each calendar month).

4.1.4. Financial Plan; Base Case Projections; Project Milestone Schedule and Construction Budget.

The Lender’s Engineer and DOE shall have received, unless otherwise set forth below, at least ten (10) Business Days prior to the Financial Closing Date (or such shorter period as may be satisfactory to DOE) the following items, each in form and substance satisfactory to DOE in consultation with the Lender’s Engineer, and certified by the Borrower, the Sponsor and the Lender’s Engineer, which shall be, as of the date specified in the Borrower Certificate, the Borrower’s reasonable estimate of the information contained therein:

(i)the Project Plans, certified by the Lender’s Engineer;

(ii)an updated Financial Plan, acceptable to DOE, together with evidence that the DOE Credit Facility Commitment, when combined with other funds committed to the Project, including the Base Equity, will be available and sufficient to carry out the Project and pay Total Project Costs (including Debt Service through Operational Completion and required funding of reserve accounts);

(iii)the Base Case Projections, including a computer file containing the Base Case Projections and the underlying models and assumptions and explanations thereto;

(iv)the Project Milestone Schedule;

(v)the Construction Budget; and

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(vi)the Lender’s Engineer and DOE shall have received and approved, at least ten (10) Business Days prior to the Financial Closing Date, a detailed description, with supporting documents as reasonably requested, of Development Costs incurred to date and a Development Costs Statement summarizing those costs which the Borrower seeks credit as Approved Pre-Closing Equity Credit to be applied toward Base Equity and which are to be reviewed by the Lender’s Engineer.

4.1.5.Financial Statements.

At least ten (10) Business Days prior to the Financial Closing Date (or such shorter period as may be satisfactory to DOE, DOE shall have received, in form and substance satisfactory to DOE, the most recent audited Financial Statements of the Sponsor and the most recent unaudited Financial Statements, from each of the Borrower, Kahuku Holdings and the Sponsor, together in each case with a corresponding Financial Officer Certificate.

4.1.6.Update of Conditional Commitment.

Either (i) DOE shall have determined that no material changes are proposed with respect to the terms and conditions provided in the term sheet, or (ii) at least thirty (30) days prior to the requested Financial Closing Date, Borrower shall have provided to DOE, in form and substance satisfactory to DOE, a written summary of such changes.

4.1.7.Update of Credit Rating.

DOE shall have received, in form and substance satisfactory to DOE, a credit rating of the Borrower from the Rating Agency, dated at least thirty (30) days prior to the Financial Closing Date, in accordance with the Applicable Regulations.

4.1.8.Coverage Ratios.

DOE shall have received, in form and substance satisfactory to DOE, evidence that the Base Case Projections delivered pursuant to Section 4.1.4 indicate throughout the term of the DOE Credit Facility Documents a minimum annual Debt Service Coverage Ratio of 1.15 to 1.00 for the period after the Project Completion Date is expected to be achieved and until repayment in full of the DOE Guaranteed Loan.

4.1.9.Pre-Closing Equity; No Unapproved Charges for Budgeted Contingencies.

DOE shall have received the following items, each in form and substance satisfactory to DOE in consultation with the Lender’s Engineer:

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(i)            the Development Costs Statement, certified by the Lender’s Engineer;

(ii)           certification from the Borrower and the Lender’s Engineer that the amounts reflected in the Approved Pre-Closing Equity Credit have been or are to be applied in accordance with the Construction Budget only for Eligible Base Project Costs, together with a description of amounts in the Construction Budget that have been applied to Ineligible Base Project Costs; and

(iii)          certification from the Borrower and the Lender’s Engineer that no changes have been made to the line item for Contingencies in the Construction Budget, except for Approved Construction Changes.

4.1.10.     Consents and Approvals.

DOE shall have received, in form and substance satisfactory to DOE, (i) certification from the Borrower, together with such other evidence as DOE may request, that all Governmental Approvals and other Required Consents listed on Schedule 5.10 (except those identified on Schedule 5.10 as to be obtained at a later stage in the development of the Project), each in form and substance satisfactory to DOE, have been duly obtained and are not subject to any waiting period or appeal, and (ii) a copy of each such Governmental Approval or other Required Consent, certified by the Borrower as being true and complete.

4.1.11.     Reports.

DOE shall have received the Lender’s Engineer Report, Independent Wind Resource Consultant Report and the Interconnection Requirements Study, each in form and substance satisfactory to DOE.

4.1.12.     Consultants’ and Advisors’ Certificates.

DOE shall have received, in form and substance satisfactory to DOE, the following certificates, each dated the Financial Closing Date:

(i)            Lender’s Engineer Certificate.  A Lender’s Engineer Certificate regarding the matters required to be certified by it as set forth in this Section 4.1 and such other matters specified in the form attached as Exhibit Dl;

(ii)           Insurance Advisor Certificate.  An Insurance Advisor Certificate regarding the scope of coverage proposed of the Required Insurance that has been obtained by the Borrower in the form attached as Exhibit Fl; and

(iii)          Plans and Budgets; Accountant Letter.  Each of (i) a certification from the Lender’s Engineer as to the Financial Plan and the Construction Budget, (ii) a certification from the Borrower relating to the tax

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assumptions in the Base Case Projections, and (iii) a certification from the Lender’s Engineer as to its independent review of the technical inputs included in the Base Case Projections.

4.1.13.     Fee Arrangements for Independent Consultants.

DOE shall have received, in form and substance satisfactory to DOE, evidence that the Periodic Expenses of any Independent Consultants incurred and invoiced prior to the Financial Closing Date (x) have been paid in full, (y) are to be paid with the proceeds of the requested Advance, or (z) are to be paid by other satisfactory arrangements.

4.1.14.     Construction Contract Price.

DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer, certification from the Borrower and the Lender’s Engineer that the price set forth in each Construction Document has not been amended, changed or modified from the price as of the Financial Closing Date, except for Approved Construction Changes.

4.1.15.     Notice to Proceed; Conditions Precedent to Construction Contracts.

DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer, certification from the Borrower and the Lender’s Engineer that (i) all conditions precedent to effectiveness of, or the issuance of the Construction Notice to Proceed or performance of obligations under, the Project Construction Contract, have been satisfied or waived, or will be concurrently with the initial Advance, and (ii) a Construction Notice to Proceed under the Project Construction Contract has been issued, or will be issued concurrently with the initial Advance, in either event that specifies that construction work shall commence not later than thirty (30) days after the initial Advance.

4.1.16.     Market Study.

DOE shall have received a report from DOE’s marketing advisor in form and substance satisfactory to DOE:

4.1.17.     Security Interests.

(a)           Security Interests.  DOE shall have received, in form and substance satisfactory to DOE and the Collateral Agent, evidence that all security interests in the Collateral Security intended to be created by the Security Documents have been or will be created and, where appropriate, registered or otherwise perfected to create a first priority perfected security interest and Lien, subject only to

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Permitted Liens, over the Collateral Security in favor of the Collateral Agent, as applicable. Subject only to Permitted Liens, each such Lien (i) to the extent it arises or attaches under the Uniform Commercial Code of any jurisdiction in the United States, shall be valid and enforceable and shall constitute a first priority perfected security interest, and (ii) in all other cases, shall be enforceable against the Borrower, any subsequent lienor (including a judgment lienor), any junior lienor, or any transferee for or not for value, in bulk, by operation of law, for the benefit of creditors, or otherwise.

(b)           Filings.  The Collateral Agent shall have received, in form and substance satisfactory to DOE and the Collateral Agent, that (i) each of the Security Documents has been or will be duly filed and registered or recorded in every jurisdiction in which such filing and registration or recording is necessary to make valid and effective the Liens intended to be created thereby and the rights of the Secured Parties thereunder, (ii) all fees and duties in connection with such registration (x) have been paid in full, (y) are to be paid with the proceeds of the requested Advance, or (z) are to be paid by other satisfactory arrangements.

(c)           Collateral Agent Certificate.  DOE shall have received, in form and substance satisfactory to DOE, a Collateral Agent Certificate as to all matters as are required to be certified by the Collateral Agent pursuant to this Section 4.1.

4.1.18.     Borrower Certificate; Kahuku Holdings Certificate; Sponsor Certificate;  Project Operator Certificate; Solvency Certificate.

DOE shall have received (i) a Borrower Certificate regarding the matters required to be certified by it as set forth in this Section 4.1 and such other certifications as may be required to be made to the Credit Parties by the Borrower as of the Financial Closing Date under the DOE Credit Facility Documents, (ii) a Kahuku Holdings Certificate regarding the matters required to be certified by it as set forth in this Section 4.1 and such other certifications as may be required to made to the Credit Parties by Kahuku Holdings as of the Financial Closing Date under the DOE Credit Facility Documents, (iii) a Sponsor Certificate regarding the matters required to be certified by it as set forth in this Section 4.1 and such other certifications as may be required to made to the Credit Parties by the Sponsor as of the Financial Closing Date under the DOE Credit Facility Documents, (iv) a Project Operator Certificate regarding the matters required to be certified by it as set forth in this Section 4.1 and such other certifications as may be required to made to the Credit Parties by the Project Operator as of the Financial Closing Date under the DOE Credit Facility Documents, and (v) the Solvency Certificate.

4.1.19.     Legal Opinions.

DOE and the Collateral Agent shall have received legal opinions from each of Chadbourne & Parke LLP, Cades Schutte LLP, Carlsmith Ball LLP, Morgan

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Lewis & Bockius LLP and Law Offices of Kim McCormick, dated the Financial Closing Date and in form and substance satisfactory to DOE, with respect to the laws of the jurisdictions governing the Transaction Documents to which each of the Borrower, Kahuku Holdings, the Sponsor and the Project Operator is a party and the laws of the jurisdictions of organization of the Borrower, Kahuku Holdings, the Sponsor and the Project Operator. Such legal opinions shall be in customary form and include, as applicable and without limitation, the following (i) due authorization, execution, delivery, and enforceability of the Transaction Documents to which such First Wind Entity is a party, (ii) creation and perfection of security interests, (iii) receipt of all Governmental Approvals necessary to (1) construct and operate the Project, (2) enter into financing arrangements with respect to the Project, and (3) enter into the applicable Transaction Documents, and that such Governmental Approvals are in full force and effect and all applicable appeal periods have expired, (iv) the DOE will not be regulated as an electric corporation or public utility under the United States or Hawaii law solely as a result of entering into Transaction Documents, (v) absence of conflicts with law, agreements or organizational documents, and absence of litigation, and (vi) non-consolidation matters.

4.1.20.     Taxes; Costs and Expenses.

DOE shall have received, in form and substance satisfactory to DOE, certification from the Borrower, and such other evidence as DOE may reasonably request, that all required Taxes, all Periodic Expenses, and all recordation and other costs, fees and Periodic Expenses due in connection with the execution, delivery, filing, registration, or performance of the Transaction Documents or the perfection of the security interests in the Collateral Security (x) have been paid in full, (y) are to be paid with the proceeds of the requested Advance, or (z) are to be paid by other satisfactory arrangements.

4.1.21.     Evidence of Insurance.

DOE shall have received, in form and substance satisfactory to DOE, certification from the Borrower and the Insurance Advisor, certificates from insurers, and such other evidence as DOE may reasonably request (i) that insurance coverage for the Project satisfies the requirements for Required Insurance as set forth on Schedule 6.3(b), and (ii) that the applicable insurance policies are in full force and effect without default.

4.1.22.     Third-Party Materials Supply Agreements.

DOE shall have received copies of each of the Third-Party Materials Supply Agreements in effect on the Financial Closing Date, if any, certified by the Borrower as being true, correct and complete as of the Financial Closing Date.

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4.1.23.     Project Accounts.

DOE shall have received, in form and substance satisfactory to DOE, certification from the Collateral Agent that each of the Project Accounts has been established in accordance with the Collateral Agency Agreement.

4.1.24.     Lobbying Certification.

DOE shall have received, in form and substance satisfactory to DOE, evidence that the Borrower has provided a Standard Form-LLL “Disclosure Form to Report Lobbying” as required.

4.1.25.     Title to Project Site.

DOE shall have received, in form and substance satisfactory to DOE, (i) evidence of the Borrower’s ownership of unencumbered fee title (subject only to Permitted Liens), under the relevant laws of Hawaii of the owned portion of the Project Site as are necessary for the development of the Project, (ii) the ALTA Survey with respect to the owned portion of the Project Site, and (iii) an ALTA Deed of Trust Loan Policy (or similar policy form) issued by the Title Company, with such coinsurers or reinsurers as may be reasonably acceptable to DOE, in the aggregate amount of not less than $7,700,000 insuring as of the Financial Closing Date that the Deed of Trust creates a first and prior Lien on the owned portion of the Project Site subject only to Permitted Liens.

4.1.26.     Environmental.

DOE shall have received, in form and substance satisfactory to DOE, (i) environmental assessments for the Project Site, (ii) a Finding of No Significant Impact with respect to the Project Site, and (iii) evidence of satisfaction of any additional environmental requirements (including required mitigations) in accordance with Environmental Laws, including, without limitation, all required National Environmental Policy Act documentation.

4.1.27.     Earthquake Risk Assessment.

DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer, (i) a geotechnical report prepared by an independent geologist satisfactory to DOE setting forth an acceptable assessment of the earthquake risk for the Project Site and any other property where the Project will be located and recommendations for mitigation of earthquake risk, and (ii) certification from the Borrower and the Lender’s Engineer, together with such other evidence as DOE may request, that such recommendations for mitigation of earthquake risk have been adequately addressed in the Construction Documents.

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4.1.28.     Utility Services.

DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer, together with such other evidence as DOE may request, certification from the Borrower and the Lender’s Engineer, that (i) arrangements reflected in the Project Milestone Schedule and the Construction Budget have been made under the Construction Documents or are otherwise available to the extent required in Section 5.24 for the provision of all services, materials and utilities necessary for the construction, startup and commissioning of the Project, and (ii) arrangements reflected in the Base Case Projections have been made or can be made under the Operating Documents to the extent then appropriate in the determination of DOE or are otherwise available to the extent required in Section 5.24 for the provision of all services, materials and utilities necessary for the operation and maintenance of the Project as contemplated by the Project Documents.

4.1.29.     Conditions Precedent in DOE Credit Facility Documents.

Each condition precedent to the initial Advance under the DOE Credit Facility Documents shall have been satisfied in the sole determination of each relevant Credit Party thereto.

4.1.30.     Conditions Precedent in Transaction Documents.

DOE shall have received, in form and substance satisfactory to DOE, certification from the Borrower that to the Borrower’s Knowledge all conditions precedent to the obligations of any party under any Transaction Document to be performed as of the Financial Closing Date have been satisfied or waived.

4.1.31.     DOE Requirements.

All DOE Requirements required to have been satisfied as of the Financial Closing Date shall have been satisfied.

4.1.32.     Confirmation of Non-Disclosure and Assignment of Inventions Agreements.

DOE shall have received, in form and substance satisfactory to DOE, together with such other evidence as DOE may request, certification from the Borrower and the Sponsor of the existence of valid and binding non-disclosure and assignment of invention agreements with all employees of the Borrower.

4.1.33.     No Litigation.

There shall be no pending or threatened (in writing) Action (i) that relates to the Project or to any transaction contemplated by any of the Transaction Documents

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or (ii) to which the Borrower, the Sponsor or, to the Borrower’s Knowledge, any other Major Project Participant is a party, that (in the case of this clause (ii) only), either singly or in the aggregate, has, or could reasonably be expected to have, a Material Adverse Effect. DOE shall have received, in form and substance satisfactory to DOE, all such information as it shall have requested in respect of any pending or threatened Action (i) that relates to the Project or to any transactions contemplated by any of the Transaction Documents or (ii) to which the Borrower, the Sponsor or any other Major Project Participant is a party.

4.1.34.     Funding of Base Equity Amount; Equity Commitments.

DOE shall have received evidence in form and substance satisfactory to DOE and the Collateral Agent that an amount equal to (x) the Base Equity Commitment, less (y) the Approved Pre-Closing Equity Credit, has been deposited in the Equity Contribution Account and that all Equity Commitments are in full force and effect.

4.1.35.     Due Diligence Review.

DOE shall have confirmed to the Borrower that it has completed its due diligence review of the Project and all other matters related thereto and that the results thereof are satisfactory to DOE.

4.1.36.     Review and Payment of Credit Subsidy.

DOE shall have received, in form and substance satisfactory to DOE, confirmation (i) from OMB that OMB has reviewed and approved DOE’s calculation of the Credit Subsidy Cost for the DOE Guarantee as of the Financial Closing Date, and (ii) from the U.S. Treasury Department that DOE has made payment in full of the Credit Subsidy Cost in accordance with the Program Requirements.

4.1.37.     Intellectual Property.

DOE shall have received, in form and substance satisfactory to DOE, confirmation that the Borrower owns or holds a valid and enforceable license or right to use all Technology and Intellectual Property Rights necessary for the construction and operation of the Project for the term of the DOE Credit Facility Documents (which includes, without limitation, all Intellectual Property Rights granted or conferred under the Construction Documents).

4.1.38.     Payment and Performance Bonds.

DOE shall have received, in form and substance satisfactory to DOE, confirmation that any payment and performance bonds required to be issued under any Project Construction Contract are in full force and effect.

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4.1.39.     No Judgment Liens.

DOE shall have received, in form and substance satisfactory to DOE, confirmation that that the Borrower does not have a judgment lien against any of its property for a debt owed to the United States of America.

4.1.40.     USA Patriot Act.

DOE shall have received at least ten (10) Business Days prior to the Financial Closing Date, all documentation and other information required by financial institutions in comparable transactions under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

4.1.41.     Davis-Bacon Compliance.

DOE shall have received, in form and substance satisfactory to DOE, a written certification from Borrower, as of the Financial Closing Date, that the Borrower has timely complied in all material respects with the requirements set forth in Section 6.30 and Exhibit A4 with respect to the Davis-Bacon Act.

4.1.42.     OMB Certification.

OMB shall have certified in writing (in form and substance satisfactory to DOE) that the DOE Credit Facility Documents and the Project comply with the provisions of the Omnibus Appropriations Act, 2009, P.L. No. 111-8, Division C, Title III, as amended by Section 408 of the Supplemental Appropriations Act, 2009, P.L. No. 111-32.

4.1.43.     Turbine Supplier Report.

DOE shall have received, in form and substance satisfactory to DOE, certification from the Lender’s Engineer that the Turbine Supplier has successfully implemented all known corrective actions with respect to the turbines that are the subject of the Turbine Supply Documents.

4.2.         Quarterly Conditions Precedent to Advances.

The obligation of FFB to make, and DOE to guarantee, each Advance (including the initial Advance) is subject to the prior satisfaction (or waiver in writing) as determined by DOE, in its sole discretion, of each of the following conditions precedent (the “Quarterly Conditions  Precedent”) as of a date (the “Quarterly Approval Date”) not more than three (3) months prior to the Requested Advance Date (which Quarterly Approval Date shall be the date falling three (3) months after the Financial Closing Date and each date falling three (3) months thereafter or, if such date is not a Business Day, then in each case, the first Business Day thereafter):

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4.2.1.       Certification of Updated Advance Schedule.

DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer:

(i)            certification from the Borrower and the Lender’s Engineer that the updated Advance Schedule provided by the Borrower, including the estimates set forth therein, of the timing and amount of Advances required in connection with the construction and financing of the Project is consistent with the Construction Budget and the Project Milestone Schedule;

(ii)           certification from the Borrower and the Lender’s Engineer that the proceeds of all Advances made since the Financial Closing Date (for the first Quarterly Approval Date) or the previous Quarterly Approval Date (for all other Quarterly Approval Dates) have been applied as set forth in the corresponding FFB Advance Requests or as otherwise approved by DOE; and

(iii)          certification from the Borrower that the proceeds of all Advances to be made with respect to the updated Advance Schedule for the upcoming three-month period will be needed for Eligible Project Costs that have been incurred or by the Requested Advance Date will be incurred, together with a description in reasonable detail of such Eligible Project Costs, and that the cumulative percentage of Eligible Project Costs that are funded by the proceeds of all Advances made since the Financial Closing Date does not violate the Debt-to-Equity Contribution Ratio requirement of 79:21.

4.2.2.       Construction Progress Report.

DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer:

(a)           the most recent Construction Progress Report, certified by the Borrower and the Lender’s Engineer as being accurate and complete in all material respects based upon the Borrower’s good faith reasonable estimates of the information contained therein with respect to the following:

(i)            construction of the Project is proceeding in accordance with the Project Milestone Schedule and the Construction Budget, or if construction is not proceeding in accordance with the Project Milestone Schedule and the Construction Budget, then the Construction Progress Report shall describe any variances and state that the variances could not reasonably be expected to have a Material Adverse Effect;

(ii)           the Project is expected to achieve Operational Completion by the Anticipated Operational Completion Date; and

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(iii)          Total Funding Available is sufficient to pay all remaining Total Project Costs (including Debt Service through Operational Completion, DOE Credit Facility Fees, Periodic Expenses, identified Cost Overruns, and required funding of reserve accounts);

(iv)          evidence that as of the date of such Construction Progress Report (A) each Construction Contractor, any sub-contractor, and each Operator shall have irrevocably waived and released all Liens, statutory or otherwise, that any of them may have or acquire on the Collateral Security with respect to work completed prior to the last submission for payment; and (B) all unpaid balances that are due or unsettled claims with any Construction Contractor or any sub-contractor, if any, have been adequately paid and that those being contested or negotiated in good faith are provisioned to the reasonable satisfaction of DOE; and

(b)           certification from the Borrower and the Lender’s Engineer that, as of the Quarterly Approval Date:

(i)            the Borrower is in material compliance with all Environmental Laws and any other applicable environmental requirements in respect of the Project;

(ii)           the Borrower is in material compliance with all Governmental Approvals;

(iii)          there is no reason to believe that anything is incorrect or misleading in any material respect in the most recent Construction Progress Report; and

(iv)          nothing has occurred since the date of the most recent Construction Progress Report or the date of the Lender’s Engineer’s most recent site visit, whichever is later, that could reasonably be expected to prevent construction of the Project and payment of Total Project Costs (including Debt Service through Operational Completion and required funding of reserve accounts) in accordance with the Project Milestone Schedule and the Construction Budget, together with the resources available to the Borrower from the Overrun Equity Commitment and, with DOE’s consent, as provided in the Sponsor Guarantee.

4.2.3.       Fees and Expenses.

DOE shall have received, in form and substance satisfactory to DOE, confirmation that all DOE Credit Facility Fees and Periodic Expenses then due (x) have been paid in full, (y) are to be paid with the proceeds of the requested Advance, or (z) are to be paid by other satisfactory arrangements.

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4.2.4.       Consents and Approvals.

DOE shall have received, in form and substance satisfactory to DOE, (i) certification from the Borrower, together with such other evidence as DOE may reasonably request or as may be required under the Transaction Documents, that all consents and approvals of third Persons as may be required in connection with the proposed Advances and all Governmental Approvals required as of the Quarterly Approval Date have been duly obtained and are in full force and effect and are not under appeal or subject to other proceedings or unsatisfied conditions that could reasonably be expected to result in a material modification or cancellation thereof, and (ii) copies of all material Governmental Approvals not previously delivered, certified by the Borrower as being true and complete.

4.2.5.       Insurance.

DOE shall have received, in form and substance satisfactory to DOE, (i) certification from the Borrower and the Insurance Advisor that all Required Insurance is in place, in good standing and in full force and all premiums due thereon (x) have been paid in full, (y) are to be paid with the proceeds of the requested Advance, or (z) are to be paid by other satisfactory arrangements, and (ii) certificates or policies with respect to any additional renewal or substitute insurance obtained by the Borrower since the previous Quarterly Approval Date, designating the Collateral Agent as loss payee and additional insured, as appropriate, certified by the Borrower and the Insurance Advisor as being true and complete.

4.2.6.       Proceedings and Other Documents.

DOE shall have received, in form and substance satisfactory to DOE, (i) certification from the Borrower that all corporate and similar proceedings concluded since the last Quarterly Approval Date are in proper form and substance, (ii) original counterparts or copies certified by the Borrower of all Additional Project Documents entered into since the last Quarterly Approval Date, and (iii) such other evidence as DOE may reasonably request in order to evidence the consummation of the transactions contemplated thereby and compliance with the Quarterly Conditions Precedent.

4.2.7.       Representations and Warranties; No Default; Program Requirements.

DOE shall have received, in form and substance satisfactory to DOE, certification from the Borrower in the Master Advance Notice, and such other evidence that DOE may reasonably request, that (i) the representations and warranties of the Borrower in the Loan Documents (other than those that speak only as to an earlier date) are true and correct in all material respects, (ii) no Event of Default or

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Potential Default has occurred and is continuing, and (iii) the Borrower is in compliance with the Program Requirements.

4.2.8.       No Change in Circumstances.

DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer, certification from the Borrower that no event has occurred since the date of this Agreement (for Advances prior to the first Quarterly Approval Date) and, thereafter, since the previous Quarterly Approval Date, or could reasonably be expected to occur, with respect to the Project or any Project Participant that has had or could reasonably be expected to have a Material Adverse Effect.

4.2.9.       Performance Metrics.

DOE shall have received, in form and substance satisfactory to DOE in consultation with the Lender’s Engineer, certification from the Borrower and the Lender’s Engineer that the Borrower has achieved the targets provided in Project Milestone Schedule applicable to such Quarterly Approval Date.

4.2.10.     Certificates.

DOE shall have received, in form and substance satisfactory to DOE:

(i)            Borrower Certificate.  A Borrower Certificate regarding the matters required to be certified by it as set forth in this Section 4.2 in the form attached as Exhibit C2;

(ii)           Kahuku Holdings Certificate.  A Kahuku Holdings Certificate regarding the matters required to be certified by it as set forth in this Section 4.2 in the form attached as Exhibit E4;

(iii)          Sponsor Certificate.  A Sponsor Certificate regarding the matters required to be certified by it as set forth in this Section 4.2 in the form attached as Exhibit E2;

(iv)          Lender’s Engineer Certificate.  A Lender’s Engineer Certificate regarding the matters required to be certified by it as set forth in this Section 4.2 in the form attached as Exhibit D2;

(v)           Insurance Advisor Certificate.  An Insurance Advisor Certificate regarding the matters required to be certified by it as set forth in this Section 4.2 in the form attached as Exhibit F2; and

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(vi)          Collateral Agent Certificate.  A Collateral Agent Certificate regarding the matters required to be certified by it as set forth in this Section 4.2 in the form attached as Exhibit G2.

4.2.11.     Construction Budget.

DOE shall have received, in form and substance satisfactory to DOE, certification from the Borrower and the Lender’s Engineer that (i) there have been no changes to the Construction Budget since the previous Quarterly Approval Date, except for Approved Construction Changes, and (ii) the aggregate amounts expended for each type of Project Cost do not exceed the aggregate amounts budgeted for such costs in the Construction Budget, except for Approved Construction Changes.

4.2.12.     Equity Contributions.

DOE shall have received, in form and substance satisfactory to DOE, certification from Kahuku Holdings, the Sponsor and the Collateral Agent, and such other evidence as DOE may reasonably request, that the amount of Base Equity required with respect to Advances made as of the date of the updated Advance Schedule has been funded through allocations of the Approved Pre-Closing Equity Credit or amounts transferred from the Equity Contribution Account as required under the Equity Funding Agreement.

4.2.13.     Base Case Projections.

DOE shall have received, in form and substance satisfactory to DOE, updated Base Case Projections.

4.3.          Conditions Precedent to Each Advance.

The obligation of FFB to make, and DOE to guarantee, each Advance (including the initial Advance) is subject to the prior satisfaction (or waiver in writing) as determined by DOE, in its sole discretion of each of the following conditions precedent (the “Advance Conditions Precedent”) as of the date of the relevant Master Advance Notice and as of the Advance Date:

4.3.1.       Advance Request; Quarterly Approved Advance Schedule.

DOE shall have received, in form and substance satisfactory to DOE, (i) a Master Advance Notice, together with all certificates and documentation required under Section 2.3, (ii) certification from the Borrower that (A) the requested Advance conforms in all material respects with the Quarterly Approved Advance Schedule and any difference is expressly noted in the Master Advance Notice), (B) the representations and warranties certified in connection with the previous Quarterly Approval Date (other than those that speak only as to an earlier date) are true and correct in all material respects, (C) the Borrower is in compliance in all material

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respects with all covenants and other obligations under this Agreement, (D) no event, including any Change of Law, has occurred since the previous Quarterly Approval Date with respect to the Project or the Borrower that has had or could reasonably be expected to have a Material Adverse Effect, and (iii) certification from the Sponsor that no event has occurred since the previous Quarterly Approval Date with respect to the Sponsor and Kahuku Holdings that has had or could reasonably be expected to have a Material Adverse Effect.

4.3.2.       Issuance of FFB Advance Request Approval Notice.

FFB shall have received, in accordance with the DOE Credit Facility Documents, the FFB Advance Request signed by the Borrower, together with the FFB Advance Request Approval Notice signed by DOE.

4.3.3.       Fees and Expenses.

DOE shall have received, in form and substance satisfactory to DOE, confirmation that all DOE Credit Facility Fees and Periodic Expenses then due (x) have been paid in full, (y) are to be paid with the proceeds of the requested Advance, or (z) are to be paid by other satisfactory arrangements.

4.3.4.       Absence of Drawstop Notice.

The Loan Servicer shall not have received a Drawstop Notice with respect to such Advance.

4.3.5.       Base Equity.

DOE shall have received, in form and substance satisfactory to DOE, certification from the Collateral Agent, together, with such other evidence as DOE may request, (a) of the aggregate amount of Base Equity that has been funded with respect to such Advance, and (b) that, after the application of such Advance, the amount of Base Equity that has been used to fund Eligible Project Costs is equal to at least 21% of the Eligible Project Costs incurred and paid.

4.3.6.       Title Continuation.

DOE shall have received, in form and substance satisfactory to DOE, a title run-down and date-down endorsement (dated within two (2) Business Days of the applicable Advance Request) of the Borrower’s (or in respect of leased real property, the landlord’s) continued ownership of unencumbered fee title (subject only to Permitted Liens), under the relevant laws of Hawaii, of the Project Site as is necessary for the development of the Project.

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4.3.7.       Additional Requirements.

DOE shall have received, in form and substance satisfactory to DOE, written certification from an Authorized Official of the Borrower stating, to such Authorized Official’s Knowledge as of a date not earlier than fifteen (15) Business Days prior to the relevant Advance Date, that (i) the Borrower has timely complied in all material respects with (A) its reporting obligations under Section 6.29(a) with respect to the Recovery Act and (B) the requirements set forth in Section 6.30 and Exhibit A4 with respect to the Davis-Bacon Act, and (ii) that Commencement of Construction has occurred.

4.3.8.       Advance Schedule; Base Case Projections; and Construction Budget.

In respect of the initial Advance, the Lender’s Engineer and DOE shall have received, at least two (2) Business Days prior to the Initial Advance Date (or such shorter period as may be satisfactory to DOE), the following items, each in form and substance satisfactory to DOE in consultation with the Lender’s Engineer:

(i)            updated Advance Schedule, certified by the Borrower, the Sponsor and the Lender’s Engineer, which shall be the Borrower’s good faith estimate, as of the date delivery, of the information contained therein in all material respects, based on all facts and circumstances existing and known to the Borrower and the Sponsor, of the timing and amount of proposed Advances and Equity Contributions for the Project (showing the total Advances expected in each calendar month);

(ii)           updated Base Case Projections, including a computer file containing the Base Case Projections and the underlying models and assumptions and explanations thereto, certified by the Borrower, the Sponsor and the Lender’s Engineer, which shall be the Borrower’s reasonable estimate, as of the date delivery, of the information contained therein;

(iii)          updated Construction Budget, certified by the Borrower, the Sponsor and the Lender’s Engineer, which shall be the Borrower’s reasonable estimate, as of the date delivery, of the information contained therein; and

(iv)          certification from the Borrower that (A) the representations and warranties made in Section 5.26 are true and correct, as of the date of their delivery, with respect to the Advance Schedule, Base Case Projections, and Construction Budget delivered pursuant to this Section 4.3.8, and (B) the updated Advance Schedule, Base Case Projections, and Construction Budget delivered pursuant to this Section 4.3.8 do not contain any material adverse change from the versions that were delivered as of the Financial Closing Date.

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ARTICLE 5
REPRESENTATIONS AND WARRANTIES

The Borrower makes all of the following representations and warranties to and in favor of each Credit Party as of (i) the Financial Closing Date, (ii) each Quarterly Approval Date, (iii) each Advance Date, and (iv) the Project Completion Date, except as such representations and warranties relate to an earlier date, and all of these representations and warranties shall survive the Financial Closing Date.

5.1.         Organization.

The Borrower (a) is a limited liability company organized and existing under the laws of Delaware, (b) is duly qualified to do business in Hawaii and in each other jurisdiction where the failure to so qualify could reasonably be expected to have a Material Adverse Effect, and (c) has all requisite corporate power and authority to (i) own or hold under lease and operate the property it purports to own or hold under lease, (ii) carry on its business as now being conducted and as now proposed to be conducted in respect of the Project, (iii) incur Indebtedness and create Liens on its properties, and (iv) execute, deliver, perform and observe the terms and conditions of each of the Transaction Documents to which it is a party.

5.2.         Authorization; No Conflict.

The Borrower has duly authorized, executed and delivered the Loan Documents and the other Transaction Documents to which it is a party, and neither its execution and delivery thereof nor its consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) does or will contravene its Organizational Documents or any other Governmental Rules, (b) does or will contravene or result in any breach or constitute any default under any Governmental Judgment, (c) does or will contravene or result in any breach or constitute any default under, or result in or require the creation of any Lien upon any of its revenues, properties or assets under any agreement or instrument to which it is a party or by which it or any of its revenues, properties or assets may be bound, except for Permitted Liens, or (d) does or will require the consent or approval of any Person other than the Required Consents and any other consents or approvals that have been obtained and are in full force and effect.

5.3.         Legality, Validity and Enforceability.

(a)           Each Transaction Document to which the Borrower is a party is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to Bankruptcy Laws and general principles of equity regardless of whether enforcement is considered in a proceeding at law or in equity.

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(b)           To Borrower’s Knowledge, each Transaction Document is the legal, valid and binding obligation of any other party thereto (other than Kahuku Holdings, the Sponsor and the Project Operator), enforceable against such party in accordance with its terms, subject to Bankruptcy Laws and general principles of equity regardless of whether enforcement is considered in a proceeding at law or in equity.

(c)           Each Transaction Document to which the Sponsor, Kahuku Holdings or the Project Operator is a party is the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to Bankruptcy Laws and general principles of equity regardless of whether enforcement is considered in a proceeding at law or in equity.

5.4.         Capitalization.

All of the Equity Interests of the Borrower are owned by Kahuku Holdings. There are no outstanding options or rights for conversion into or acquisition, purchase or transfer of Equity Interests of the Borrower or any agreements or arrangements for the issuance by the Borrower of additional Equity Interests. The Borrower does not have outstanding (a) any securities convertible into or exchangeable for its Equity Interests or (b) any rights to subscribe for or to purchase, or any option for the purchase of, or any agreement, arrangement or understanding providing for the issuance (contingent or otherwise) of, or any call, loan commitment or claims of any character relating to, its Equity Interests.

5.5.         Investments; Subsidiaries.

The Borrower has not made any Investments other than Permitted Investments. The Borrower has no Subsidiaries and does not beneficially own the whole or any part of the Equity Interests of any other Person.

5.6.         Title.

The Borrower owns and has, or will have, valid legal and beneficial title to, or a valid leasehold interest in, the Project Site, the personal property and other assets and revenues of the Borrower on which it purports to grant Liens pursuant to the Security Documents, in each case free and clear of any Lien of any kind except for the lien created by the Security Documents and Permitted Liens.

5.7.         Leases.

Any Leases material to the Project in existence on the date of this representation and under which the Borrower is lessee are valid and subsisting, the Borrower is not in default in any material respect under any of such Leases, and the Borrower enjoys peaceful and undisturbed possession of the property subject to such Leases

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and the right to continue to enjoy such possession during the time when such property is necessary for the Project.

5.8.         Security Interests.

Pursuant to the Security Documents, as of the date of each Advance, the Collateral Agent (for the benefit of the Credit Parties) has a perfected first priority Lien in the Collateral Security, subject only to the Permitted Liens. Such security interest in the Collateral Security will, as of the Financial Closing Date and with respect to any subsequently acquired property (absent a Change of Law), when so subsequently acquired, be superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of deed of trust, mortgage, lien, security interests, encumbrance, assignment or otherwise, except for any such rights of third Persons permitted pursuant to this Common Agreement or the Security Documents, including any Permitted Lien. As of the Financial Closing Date, all documents and instruments, including the Deeds of Trust and Financing Statements, have been recorded or filed for record in such manner and in such places as are required, and all other action as is necessary shall have been taken to establish and perfect the Collateral Agent’s Lien in and to the Collateral Security (for the benefit of the Secured Parties) to the extent contemplated by the Security Documents. All Taxes and filing fees and Periodic Expenses that are due and payable in connection with the execution, delivery or recordation of the Deeds of Trust and the Financing Statements, or the execution, issuance and delivery of the FFB Promissory Note, or the mortgaging of the mortgaged property under the Deed of Trust, have been paid or satisfactory arrangements have been made with the relevant Credit Parties to satisfy such obligations.

5.9.         Liens.

Except for Permitted Liens, the Borrower has not created, and is not under any obligation to create, and has not entered into any transaction or agreement that would result in the imposition of, any Lien upon any of its revenues, properties or assets. There are no Liens on the Pledged Equity Interests, except for any Permitted Liens related to the rights and interests of the Secured Parties pursuant to the Equity Pledge Documents.

5.10.       Permits; Other Required Consents.

Except as disclosed in writing by the Borrower from time to time, Schedule 5.10 to the Disclosure Letter sets forth all consents and approvals, including all Governmental Approvals, that are required to have been obtained or to be obtained by the Borrower in connection with the Transaction Documents and the Project either (x) as of the Financial Closing Date, or (y) to the Borrower’s Knowledge, at a later stage in the development of the Project (the “Required Consents”). The Borrower has filed applications for or obtained such Required

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Consents required as of the date of representation (including any Required Consents disclosed in writing by the Borrower and required on that date) and such Required Consents then required to have been obtained are in full force and effect and are not then under appeal or subject to other proceedings or unsatisfied conditions that could reasonably be expected to result in a material modification or cancellation as of such date, and Borrower has provided DOE with copies of all such Required Consents. The Borrower is in compliance with all such Required Consents, the non-compliance with which could reasonably be expected to have a Material Adverse Effect, including all Federal, state, and local regulatory requirements.

5.11.       Litigation, Labor Disputes.

(a)           Except as set forth on Schedule 5.11 to the Disclosure Letter (or disclosed in writing to DOE pursuant to Section 6.1(h) following the Financial Closing Date), there is no pending or threatened (in writing) Action that relates to the Project or to any transaction contemplated by any of the Transaction Documents or to which the Borrower or (so long as the Sponsor has obligations under the Sponsor Guarantee) the Sponsor is a party that, either singly or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.  No such Action is pending or threatened against any other First Wind Entity, and the Borrower is not aware of, nor does it have any reason to expect, any such Action to be pending or threatened against any other Major Project Participant that, either singly or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

(b)           The Borrower has not failed to observe in any material respect any order of any court, arbitrator, administrative agency or other Governmental Authority that has, or could reasonably be expected to have, a Material Adverse Effect. There is no injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other Governmental Authority directing that any of the transactions provided for in any of the Transaction Documents not be consummated as herein or therein provided.

(c)           There are no strikes, slowdowns or work stoppages by the employees of any of the Borrower or, to the Borrower’s Knowledge, any Major Project Participant on-going, or currently threatened in writing, that have caused or could reasonably be expected to cause a Material Adverse Effect.

5.12.       Tax.

(a)           The Borrower has filed all material tax returns required by Governmental Rules to be filed by it and has paid (i) all income Taxes payable by it that have become due pursuant to such tax returns and (ii) all other material Taxes and assessments payable by it that have become due (other than those

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Taxes that it is contesting in good faith and by appropriate proceedings, for which reserves have been established to the extent required by GAAP). The Borrower has paid or has provided cash or cash-equivalent reserves adequate in the reasonable judgment of the Borrower’s management and consistent with GAAP for the payment of all income or other Taxes imposed on it for all prior Fiscal Years and accrued for the current Fiscal Year to the date hereof, which reserves shall be in an amount at least equal to the full assessed amount of such Taxes. The Borrower shall not be liable for, absent a Change of Law, any material Tax liability in connection with the Project or the other transactions contemplated by the Transaction Documents that is not specifically reflected in the Base Case Projections as in effect on the Financial Closing Date and in the Construction Budget or as reflected in the assumptions in the then applicable Operating Forecast, as the case may be.

(b)           No withholding Tax is payable by the Borrower to any government authority in connection with any amounts payable by the Borrower under or in respect of the Loan Documents.

(c)           No First Wind Entity, in accordance with Section 609.10(d)(21) of the Applicable Regulations, nor, to the Borrower’s knowledge, any Major Project Participant, has owed any delinquent Indebtedness to any Governmental Authority of the United States, including Tax liabilities, unless the delinquency has been resolved with the appropriate Governmental Authority in accordance with the standards of the Debt Collection Improvement Act.

5.13.       Business, Indebtedness, Contracts, Etc.

The Borrower has not conducted any business other than the business contemplated by the Transaction Documents and such other business as may be related to the Project, has no outstanding Indebtedness other than Permitted Indebtedness and has no other liabilities other than those permitted under the Loan Documents, and is not a party to or bound by any contract other than those contracts permitted under the Loan Documents.

5.14.       Transactions with Affiliates.

Except as set forth on Schedule 5.14 to the Disclosure Letter or as permitted by Section 7.12, the Borrower is not a party to any contracts or agreements with, and does not have any other loan commitments to, whether or not in the ordinary course of business, any Affiliate. The Borrower is not a party to any agreement requiring the payment of development fees.

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5.15.       Compliance with Governmental Rules.

In accordance with Section 609.10(d)(20) of the Applicable Regulations, the Borrower is in compliance with, and has conducted its business, operations, assets, equipment, property, leaseholds, and other facilities in compliance with all Environmental Laws and in compliance with all other Governmental Rules the noncompliance with which could reasonably be expected to have a Material Adverse Effect, and no notices of violation of any Governmental Rule have been issued, entered or received by the Borrower that have not been cured with no remaining liability to the Borrower, other than those notices that have been disclosed to the extent required by the terms of the Loan Documents. Neither the Borrower nor, to the Borrower’s Knowledge, Kahuku Holdings or Sponsor is in default with respect to any Governmental Judgment which default would be reasonably expected to have a Material Adverse Effect.

5.16.       Environmental Laws.

(a)           The Borrower (x) has been issued all Governmental Approvals relating to, and (y) has received no complaint, order, directive, claim, citation or notice by any Governmental Authority (that has not been disclosed to the extent required by the Loan Documents) relating to its then-existing obligations with respect to: (A) air emissions, (B) discharges to surface water or ground water, (C) noise emissions, (D) solid or liquid waste disposal, (E) the use, generation, storage, transportation or disposal of toxic or Hazardous Substances or wastes, or (F) other environmental, health or safety matters.

(b)           Except as set forth on Schedule 5.16 to the Disclosure Letter, neither the Borrower nor, to the Borrower’s Knowledge, any third party, has used, released, discharged, generated, manufactured, produced, stored, or disposed of in, on, under or about the Project Site or the Improvements or transported thereto or therefrom, any Hazardous Substances that could reasonably be expected to have a Material Adverse Effect or material harm to environmental, health or safety matters as reasonably determined by DOE.

(c)           There is not and has not been any condition, circumstance, action, activity or event with respect to the Project, the Borrower or the Project Site that could reasonably form the basis of any violation of any Environmental Law or that could reasonably be expected to have a Material Adverse Effect or material harm to environmental, health or safety matters as reasonably determined by DOE.

(d)           The Borrower has satisfied all conditions of approval in connection with issuance of the Government Approvals listed on Schedule 5.10 that are required to have been satisfied by the Financial Closing Date.

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5.17.       Investment Company Act.

The Borrower is not required to register as an “investment company” and it is not “controlled” by a company required to register as an “investment company” under the Investment Company Act.

5.18.       Regulation of Parties.

The Borrower is not subject to the Public Utility Holding Company Act. None of the Credit Parties shall by reason if its ownership or operation of the Project upon the exercise of remedies under the Security Documents, by virtue of such exercise alone (without regard to any other asset owned, or any entity controlled, by such Credit Party), be subject to the Public Utility Holding Company Act.

5.19.       ERISA.

(a)           The Borrower has operated the Employee Benefit Plans, and the ERISA Affiliates have operated the Pension Plans, in compliance with their terms and with all applicable provisions and requirements of the Internal Revenue Code, ERISA, and other applicable Federal or state laws and have performed all their respective obligations under each such plan.

(b)           No ERISA Event has occurred or is reasonably expected to occur.

(c)           Except to the extent required under Section 4980B of the Internal Revenue Code or comparable state law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any ERISA Affiliate.

(d)           As of the most recent valuation date for each Pension Plan, there are no outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities).

(e)           The execution and delivery of this Common Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Internal Revenue Code.

(f)            All liabilities under each Pension Plan are (i) funded to at least the minimum level required by applicable law or, if higher, to the level required by the terms governing the Pension Plans (ii) insured with a reputable insurance company, (iii) provided for or recognized in the Financial Statements most recently delivered to DOE pursuant to Section 6.1 or (iv) estimated in the formal

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notes to the Financial Statements most recently delivered to DOE pursuant to Section 6.1.

(g)           There are no circumstances which may give rise to a liability in relation to any Pension Plan which is not funded, insured, provided for, recognized or estimated in the manner described in subsection (f) above.

(h)           (i) The Borrower is not and will not be a “plan” within the meaning of Section 4975(e) of the Internal Revenue Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of Section 3(42) of ERISA and the United States Department of Labor Regulations set forth in 29 C.F.R. § 2510.3-101; (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; (iv) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans; and (v) the Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by the Credit Parties of any of their respective rights under this Common Agreement) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA, Section 4975 of the Internal Revenue Code or any similar state law. The Borrower further agrees to deliver to Credit Parties such certifications or other evidence of compliance with the provisions of this Section 5.19(h) as the Credit Parties may from time to time request.

5.20.       Insurance.

All Required Insurance to be obtained and maintained for the Project pursuant to Section 6.3 is in full force and effect.

5.21.       Intellectual Property.

(a)           The Borrower owns or holds a valid and enforceable license or right to use the Technology and Intellectual Property Rights necessary to do the following in a commercially reasonable manner and as contemplated in connection with the Project: (i) construct, operate, use and maintain the Project; (ii) produce, manufacture, process, finish, package, label, ship, sell and support the products specified in the Power Purchase Agreement, including process formulation development, validation, qualify assurance and quality control, using equipment and materials supplied under the Construction Documents (as may be applicable); and (iii) exercise its rights and perform its obligations under the Operating Documents in connection with the Project, except, in each case, where the failure to own or hold a valid and enforceable license or right to use such Technology and Intellectual Property Rights could not reasonably be expected to result in a Material Adverse Effect.

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(b)           No actions by the Borrower or any product, process, method, substance, part or other material presently contemplated to be sold or employed by the Borrower infringe upon or misappropriate the Intellectual Property Rights of any other Person, except, in each case, where such infringement or misappropriation of such Intellectual Property Rights or such other rights could not reasonably be expected to result in a Material Adverse Effect.

5.22.       No Defaults.

No Event of Default or Potential Default has occurred and is continuing. Other than a breach that has been cured or waived in writing, there is no breach by the Borrower of any material obligation under any Loan Document, and no notices of breach of any Loan Document have been issued, entered or received by the Borrower.

5.23.       No Judgment Liens.

The Borrower does not have a judgment lien against any of its property for a debt owed to the United States of America and does not have an outstanding debt (other than a debt under the Internal Revenue Code) owed to the United States of America or any agency thereof that is in delinquent status, as the term “delinquent status” is defined in 31 C.F.R.§ 285.13(d).

5.24.       Sufficiency of Project Documents.

(a)           All easements, leasehold and other property interests, and all utility and other services, means of transportation, facilities, other materials and other rights that can reasonably be expected to be necessary for the construction, completion and operation of the Project in accordance with Governmental Rules and the Transaction Documents (including without limitation gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or are commercially available to the Project at the Project Site on terms consistent with the Construction Budget and the Base Case Projections, and, to the extent appropriate, arrangements have been made on terms consistent with the Construction Budget and the Base Case Projections for such easements, interests, services, means of transportation, facilities, materials and rights.

(b)           DOE has received a true, complete and correct copy of each of the Project Documents (including all exhibits, schedules, protocols and side letters referred to therein or delivered pursuant thereto, if any, and all amendments, modifications, additions, waivers thereto or thereof). None of the Project Documents has been amended or modified, except in accordance with this Common Agreement. Prior to the execution of each such Project Document entered into on or prior to the date this representation is made, Borrower believed that each party to each such Project Document could carry out its obligations in

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accordance therewith, and nothing has come to the attention of Borrower to cause it to believe that any such party will not be able to carry out its obligations in accordance therewith except as has been disclosed to the extent required under the Loan Documents.

(c)           Each Principal Project Document is in full force and effect and all conditions precedent to the obligations of the respective parties under the Principal Project Documents have been satisfied or where required, with the written consent of DOE, waived.

(d)           All representations, warranties and other factual statements made by any First Wind Entity in any Project Document to which such entity is a party are true and correct in all material respects, and (i) to the Borrower’s Knowledge at the time of execution and delivery of any Project Document, all representations, warranties and other factual statements made in each Project Document by each other party thereto were true and correct in all material respects, and (ii) to the Borrower’s knowledge, after the execution and delivery of any Project Document, all representations, warranties and other factual statements made in each Project Document by each other party thereto are, at any time the Borrower makes this representation, true and correct in all material respects.

(e)           Borrower believed on the Financial Closing Date that it is technically feasible for the Battery to be operated so as to fulfill in all material respects the design specifications and requirements contained in the Lender’s Engineer Report.

(f)            Borrower believes that it is technically feasible for the Project (with the exception of the Battery) to be operated so as to fulfill in all material respects the design specifications and requirements contained in the Lender’s Engineer Report.

5.25.       Financial Statements.

Each of the Financial Statements of the Borrower, Kahuku Holdings and the Sponsor delivered to the Credit Parties has been prepared in accordance with GAAP and presents fairly in all material respects the financial condition of Borrower, Kahuku. Holdings or the Sponsor as of the respective dates of the balance sheets included therein and the results of operations of Borrower, Kahuku Holdings or Sponsor for the respective periods covered by the statements of income included therein. In the case of the Borrower, except as reflected in such Financial Statements, there are no liabilities or obligations of any nature whatsoever for the period to which such Financial Statements relate (other than under the Transaction Documents) that are required to be disclosed in accordance with GAAP.

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5.26.       Project Milestone Schedule and Construction Budget; Operating Forecasts and Base Case Projections.

(a)           The Project Milestone Schedule, the Construction Budget, the Operating Forecast and the Base Case Projections, as amended or supplemented by Approved Construction Changes, (i) are complete and based on reasonable assumptions, (ii) are consistent with the provisions of the Project Documents, (iii) have been prepared in good faith and with due care, and (iv) fairly represent the Borrower’s expectation as to the matters covered thereby as of the date of the representation (or such other date as may be set forth in the applicable Borrower Certificate).

(b)           The Project Milestone Schedule accurately specifies in summary form the work that the Project Construction Contractor, Turbine Supplier and Battery Supplier propose to complete on or before the deadlines specified therein.

(c)           The Construction Budget represents the Borrower’s best estimate, as of the date of such representation (or such other date as may be set forth in the applicable Borrower Certificate), of all costs and expenses anticipated by the Borrower to be incurred to construct the Project in the manner contemplated by the Transaction Documents.

(d)           Borrower’s good faith estimate and belief as of the Financial Closing Date is that (i) Operational Completion will occur no later than the Anticipated Operational Completion Date, (ii) Project Completion will occur no later than the Guaranteed Project Completion Date, (iii) Total Project Costs will not exceed Base Project Costs except to the extent that DOE has been notified to the contrary in accordance with the Loan Documents, and (iv) each of Total Project Costs, Base Project Costs, Eligible Base Project Costs and Ineligible Base Project Costs will not exceed the respective amounts therefor set forth in the Financial Plan. Nothing has occurred to cause Borrower to believe that the Project Milestone Schedule and Base Case Projections, as amended or supplemented by Approved Construction Changes, are unreasonable in any material respect.

5.27.       Sufficient Funds.

In accordance with Section 609.10(d)(8) of the Applicable Regulations, the Total Funding Available to the Borrower will be sufficient to carry out the Project, including adequate contingency funds for identified cost overruns.

5.28.       Fees and Enforcement.

Other than amounts that have been paid in full or with respect to which arrangements satisfactory to DOE have been made, no fees or Taxes including documentary, stamp, transaction, registration, or similar Taxes are required to

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have been paid to ensure the legality, validity, enforceability, priority or admissibility in evidence in applicable jurisdictions of any Transaction Documents.

5.29.       Immunity.

In any proceedings in connection with any Transaction Document to which the Borrower is a party, the Borrower has not been and will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal processes.

5.30.       No Other Powers-of-Attorney, Etc.

The Borrower has not executed and delivered any powers of attorney or similar documents, except (i) to its directors and employees in the ordinary course of business, and (ii) in connection with Permitted Liens.

5.31.       No Additional Fees.

The Borrower has not paid nor become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of arranging the financing of the transactions contemplated by the Transaction Documents.

5.32.       Foreign Assets Control Regulations, Prohibited Persons, Etc.

(a)           Neither the making of any Advances nor the use of the proceeds thereof will violate the Foreign Asset Control Regulations.

(b)           All First Wind Entities are in compliance with all applicable orders, rules and regulations of OFAC.

(c)           None of the First Wind Entities or Major Project Participants, nor, to the Borrower’s Knowledge, any of their respective Principal Persons, or members, parents or subsidiaries is or ever has been a Prohibited Person.

(d)           No event has occurred and no condition exists that is likely to result in any First Wind Entity or any of their respective Principal Persons or members, parents or subsidiaries becoming a Prohibited Person.

(e)           To the Borrower’s Knowledge, no Person that Controls any First Wind Entity or Major Project Participant is a Prohibited Person.

(f)            None of the Collateral is traded or used, directly or indirectly, by a Prohibited Person or by a Person organized in a Prohibited Jurisdiction.

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(g)           Each First Wind Entity has established an anti-money laundering compliance program if and as required by the USA Patriot Act.

(h)           The First Wind Entities and their Principal Persons, members, parents, subsidiaries, employees and agents have complied with all applicable Corrupt Practices Laws in obtaining any consents, licenses, approvals, authorizations, rights, or privileges with respect to the Project and are otherwise conducting the Project and the business of the First Wind Entities in compliance with all applicable Corrupt Practices Laws.

(i)            The internal management and accounting practices and controls of the First Wind Entities are adequate for compliance with all Corrupt Practices Laws.

5.33.       Lobbying.

In accordance with 31 U.S.C. §1352, no proceeds of the Advances have been or will be expended by the Borrower or any of its Affiliates to pay any Person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress.

5.34.       Insolvency Proceedings.

The Borrower is not insolvent and is not the subject of any pending, or to the Borrower’s knowledge, threatened, Insolvency Proceedings.

5.35.       Use of Proceeds.

The Borrower has used and shall continue to use the proceeds of all Advances in accordance with the terms and conditions of all applicable Loan Documents.

5.36.       No Material Adverse Effect.

No Material Adverse Effect has occurred and is continuing, nor, to the Borrower’s Knowledge, does any fact or circumstance exist that could reasonably be expected to have a Material Adverse Effect.

5.37.       Certain Program Requirements.

(a)           Eligibility. In accordance with Section 609.10(d)(1) of the Applicable Regulations, the Project qualifies as an “Eligible Project” under Title XVII and is not a research, development, or demonstration project or a project that employs Commercial Technologies (as defined in the Applicable Regulations) in service in the United States. The Project does not involve the construction, alteration, maintenance, or repair of a “public building” or “public work” within

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the meaning of Section 1605 of the Recovery Act, 2 CFR §§176.140 and 176.160, and the OMB Implementing Guidance.

(b)           U.S. Nexus. In accordance with Section 609.10(d)(2) of the Applicable Regulations, the Project will be constructed and operated in the United States, the employment of the new or significantly improved technology in the Project has the potential to be replicated in other commercial projects in the United States, and this technology is or is likely to be available in the United States for further commercial application.

(c)           Useful Life. In accordance with Section 609.10(d)(6) of the Applicable Regulations, the Maturity Date occurs prior to the end of ninety percent (90%) of the projected useful life of the Project’s major physical assets.

(d)           No Tax-Exempt Indebtedness. In accordance with Section 609.10(d)(7) of the Applicable Regulations, the DOE Guaranteed Loan does not finance, either directly or indirectly, tax-exempt indebtedness obligations, consistent with the requirements of Section 149(b) of the Internal Revenue Code.

5.38.       Davis-Bacon Act.

The Borrower has taken all steps necessary to comply with, and in all material respects is in compliance with, Section 6.30 and Exhibit A4 relating to the Davis-Bacon Act.

5.39.       Buy American Provisions.

The Project does not involve the construction, alteration, maintenance, or repair of a “public building” or “public work” within the meaning of the Buy American Provisions.

5.40.       Compliance with Governmental Rules; Environmental Laws; Governmental Approvals.

The Borrower and, to the Borrower’s Knowledge, each of Kahuku Holdings and Sponsor, are in compliance with all Governmental Rules applicable to each such entity, the noncompliance with which could reasonably be expected to have a Material Adverse Effect.

5.41.       Full Disclosure.

(a)           The statements and information contained in any Borrower Certificate or DOE Credit Facility Document, taken together with all documents, reports or other written information pertaining to the Project, together with all updates of such information from time to time, that have been furnished by or on behalf of the Borrower to any Credit Party or any Independent Consultant, are

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true and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made.

(b)There is no fact known to the Borrower that has not been disclosed to the Credit Parties in writing that would reasonably be expected to be material to the DOE’s decision to enter into this Common Agreement or the DOE Guarantee or to any Credit Party’s decision to authorize any Advance or that could otherwise reasonably be expected to have a Material Adverse Effect.

(c)There are in existence no documents or agreements that have not been disclosed or described to the Credit Parties that are material in the context of the Transaction Documents or that have the effect of varying any of the Transaction Documents or the Project.

(d)Each of the Project Milestone Schedule, the Construction Budget, the Operating Forecast, Operating Plan and the Base Case Projections, as amended and supplemented by Approved Construction Changes, has been prepared in good faith based on assumptions believed to be reasonable by the Borrower at the time of their preparation or update.

5.42.Domestic Procurement Consideration.

Borrower represents and warrants it gave due consideration to procuring from its suppliers for the Project equipment and components manufactured in the United States, taking into account availability, cost, technical performance, reliability, efficiency, warranty coverage and related commercial terms.

ARTICLE 6
AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that until the date all Secured Obligations (other than inchoate indemnity obligations) are paid in full and the DOE Credit Facility Commitment has terminated, unless DOE waives compliance in writing:

6.1.Information Covenants.

At its own expense the Borrower shall furnish or cause to be furnished to DOE, in each case (x) in unalterable electronic format (except for the financial model, which shall be furnished in Excel file format) with a reproduction of the signatures where required, and (y) upon request by DOE, in soft electronic format, the following items:

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(a)Monthly Reporting Package.

(i)Within twenty (20) days after the end of each month prior to the Project Completion Date, the Borrower shall deliver to DOE and the Lender’s Engineer a Construction Progress Report certified by an Authorized Official of the Borrower; provided, that the Borrower acknowledges that within thirty (30) days after the end of each month prior to the Project Completion Date, the Lender’s Engineer will deliver to DOE its comments on the Borrower’s report on construction progress or, if requested by the DOE, its separate report;

(ii)Within twenty-five (25) days after the end of each month falling after the Project Completion Date, the Borrower shall deliver to DOE an Operations Report covering such monthly period and certified by an Authorized Official of the Borrower; and

(iii)In addition to each other item indicated in this Section 6.1(a) as being part of the Monthly Reporting Package, the Borrower shall deliver to DOE a completed Monthly Reporting Certificate;

(b)Quarterly Financial Statements and Report. Within sixty (60) days after the end of each fiscal quarter (excluding, for purposes of clause (i) below, the fourth fiscal quarter) of each Fiscal Year:

(i)unaudited Financial Statements of the Borrower as at the end of such quarterly period;

(ii)a certificate by a Financial Officer of the Borrower providing (A) for each such quarter that includes all or a portion of the Construction Period, calculations showing the Debt-to-Equity Contribution Ratio of the Borrower; and (B) for each such quarter that includes all or a portion of the Operating Period, calculations showing compliance with the requirements of Section 7.14 (Debt Service Coverage Ratio), or if such certification cannot be made, an explanation therefor and what corrective action the Borrower has taken or proposes to take with respect thereto; and

(iii)a report with an assessment and certification of compliance with the conservation measures described in the Kahuku Wind Power Habitat Conservation Plan and a disclosure of any “incidental take” (as defined in the Endangered Species Act) of the species listed in the Biological Opinion incurred by the Project. The disclosure of incidental take should include the amount of take for the reporting quarter, as well as the total amount of incidental take.

(c)Annual Financial Statements and Reports. As soon as available, but in any event within one hundred twenty (120) days after the end of each Fiscal Year:

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(i)Financial Statements of the Borrower as at the end of such Fiscal Year, certified by the Borrower’s Accountant and accompanied by any management letter delivered by the Borrower’s Accountant; and

(ii)a report from the Borrower’s Accountant for each such Fiscal Year that includes any portion of the Construction Period, calculating and comparing the actual Debt-to-Equity Contribution Ratio to the Debt-to-Equity Contribution Ratio required by the Loan Documents;

(d)Certification by Financial Officer. Each time Financial Statements of the Borrower are delivered pursuant to Sections 6.1(b)(i) (as part of the Quarterly Reporting Package), or 6.1(c)(i) such Financial Statements shall be certified by a Financial Officer of the Borrower as having been prepared in accordance with GAAP on a consistent basis and as fairly presenting in all material respects the financial condition of the Borrower as of the date thereof and the results of operations and cash flows of the Borrower for the periods presented. Such certification shall also include a certification that the Person has made or caused to be made a review of the transactions and financial condition of the Borrower during the relevant fiscal period and (i) that other than as set out in such Financial Statements, there are no liabilities or obligations of the Borrower that are required to be presented in such Financial Statements in accordance with GAAP, and (ii) that no Event of Default or Potential Default exists, or if such certification cannot be made, the nature and period of existence of such Event of Default or Potential Default and what corrective action the Borrower has taken or proposes to take with respect thereto;

(e)Financial Statements of Kahuku Holdings, Sponsor. Promptly after the same become available, and in accordance with the time periods applicable to the Borrower set forth in Sections 6.1(b) (as part of the Quarterly Reporting Package) and 6.1(c), unaudited quarterly Financial Statements of the Sponsor and Kahuku Holdings, and audited annual Financial Statements of the Sponsor, all prepared in accordance with GAAP certified by a Financial Officer of the Sponsor and Kahuku Holdings, as applicable, as having been prepared in accordance with GAAP on a consistent basis and as fairly presenting in all material respects the financial condition of the Sponsor and Kahuku, Holdings, as applicable, as of the date thereof and the results of operations and cash flows of the Sponsor and Kahuku Holdings, as applicable, for the periods presented, and, if the same are audited annual Financial Statements, certified by the Sponsor’s and Hawaii Holding’s Accountant, as applicable; provided, that with respect to the Sponsor, this obligation shall end on the Project Completion Date;

(f)Management Letters. Promptly after the Borrower’s receipt thereof, a copy of any management letter and all other material communications received by the Borrower from the Borrower’s Accountant in relation to its financial, accounting and other systems, management or accounts or the Project;

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(g)Reporting Obligations. Promptly, but in any event within five (5) Business Days, after any Authorized Official of the Borrower or the Project Operator obtains knowledge thereof or information pertaining thereto, notice of:

(i)any event that constitutes an Event of Default or Potential Default, specifying the nature thereof, together with a Borrower Certificate indicating any steps the Borrower has taken or proposes to take to remedy the same;

(ii)(A) any pending or threatened (in writing) Action (1) against the Borrower or any of its property, (2) respecting the Project or any Transaction Document or any transaction contemplated thereby, or (3) against any other Major Project Participant; (B) any material dispute between the Borrower and/or Sponsor, on the one hand, and any other Major Project Participant, on the other hand; and (C) any material development in any of the foregoing;

(iii)any proceeding or legislation by any Governmental Authority specifically affecting (A) the Project, the Borrower, any of its property or its equity capital or (B) a Project Participant that, in each case, could reasonably be expected to have a Material Adverse Effect, including any material developments with respect to any of the foregoing;

(iv)any change in the Authorized Officials of the Borrower who are responsible to deliver any certificate under any Loan Document, including certified specimen signatures of any new Person so appointed and satisfactory evidence of the authority of such Person, or any change in the Borrower’s Accountant and the reason therefor;

(v)any actual or proposed termination, rescission, discharge (otherwise than by performance), amendment, supplement, modification, waiver or indulgence or breach in any material respect of any Transaction Document, Governmental Approval or other Required Consent that is not otherwise approved, consented to or accepted pursuant to the terms of the Transaction Documents;

(vi)any notice received or initiated by the Borrower relating to the Project or any Transaction Document or any notice received or initiated by the Borrower relating to any Governmental Approval, but excluding notices received or initiated that are (i) in the ordinary course of business or otherwise previously delivered pursuant to any Transaction Document; or (ii) not reasonably suggestive of a possible Material Adverse Effect;

(vii)any Lien (other than a Permitted Lien) being granted or established or becoming enforceable over any of the Borrower’s assets;

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(viii)any proposed material change in the nature or scope of the Project or the business or operations of the Borrower;

(ix)any casualty damage or loss to the Project in excess of $250,000;

(x)any notice of a delinquent payment owed by the Borrower to, or to the Borrower by (A) any Major Project Participant (other than the Project Construction Contractor) if such payment is more than thirty (30) days delinquent, or (B) any other party under the Project Documents if such payment is more than ninety (90) days delinquent, in either case, if the amount of any such delinquent payment is in excess of $100,000, in each case together with a copy of all correspondence received or sent by the Borrower with respect to such delinquent payment;

(xi)any material or substantive correspondence from any Construction Contractor, the Turbine Supplier, the Battery Supplier or any Operator relating to, (A) any material delay in the completion of the Project, or (B) any event that could reasonably be expected to interrupt the operation of the Project for more than fifteen (15) consecutive days;

(xii)any notice of interruption of the ability of the Output Purchaser to receive deliveries under the Power Purchase Agreement or any event that could reasonably be expected to interrupt the ability of the Output Purchaser to receive deliveries under the Power Purchase Agreement for more than fifteen (15) consecutive days;

(xiii)any notice from the Output Purchaser regarding the payment of an invoice submitted to the Output Purchaser by the Borrower other than in the ordinary course of business;

(xiv)any one or more events, conditions or circumstances (including government action) that exist or have occurred or in the reasonable judgment of the Borrower are expected as imminent that could reasonably be expected to have a Material Adverse Effect;

(xv)any non-compliance of a Reserve Letter of Credit with the criteria established with respect thereto and any event, condition or circumstance that represents or could reasonably be expected to lead to non-compliance by a bank providing a Reserve Letter of Credit with the required criteria with respect thereto or the renewal thereof;

(xvi)any Event of Force Majeure affecting, or that either the Borrower or any other Major Project Participant claims would affect, the performance by such Person of any obligation under any Transaction Document,

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together with copies of all notices, calculations, data and other correspondence between such Major Project Participant and the Borrower in respect of any such event, circumstance or condition;

(xvii)any material dispute between (a) the Borrower and any Major Project Participant, or (b) between the Borrower or any Major Project Participant and any Governmental Authority, in each case relating to the Project;

(xviii)upon reasonable request by DOE, copies of any data relating to the performance of tests under any Project Document;

(xix)any event that could reasonably be expected to cause a reduction in the Operating Revenues of the Borrower for any Fiscal Year by more than 10% of the amount estimated therefor in the Operating Forecast;

(xx)any proposed cancellation or change in any Required Insurance maintained by the Borrower or by any other Person for the benefit of the Borrower with respect to the Project, notice shall be provided according to Schedule 6.3(b);

(xxi)any periodic reports submitted by the Borrower to the Output Purchaser pursuant to the Power Purchase Agreement, together with a copy of any such report;

(xxii)any other material report filed by any Major Project Participant with any Governmental Authority relating to the Project, together with a copy of any such report, if and to the extent that the Borrower is aware of such filing and has reasonable access to a copy of such report;

(xxiii)(a) an ERISA Event, (b) the adoption of any new Pension Plan by the Borrower or any ERISA Affiliate, (iii) the adoption of any amendment to a Pension Plan, if such amendment will result in a material increase in benefits or unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) (c) the commencement of contributions by the Borrower or any ERISA Affiliate to any Pension Plan or Multiemployer Plan, or (d) the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan sponsor concerning an ERISA Event; and

(xxiv)any material non-compliance with any Governmental Approval or Environmental Law.

(h)Governmental and Environmental Reports. As soon as available, but in any event:

(i)within ten (10) days after any such report is submitted, a copy of any report required to be filed by the Borrower (or on behalf of the

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Borrower) with any Governmental Authority other than in the ordinary course of business;

(ii)within twenty-four (24) hours after the Borrower obtains knowledge, or reasonably should have obtained knowledge, of any accident related to the Project having a material and adverse impact on the environment or on human health (including any accident resulting in the loss of life), verbal notice thereof, and within ten (10) days thereafter a report describing such accident, the impact of such accident and the remedial efforts required and (as and when taken) implemented with respect thereto;

(iii)within thirty (30) days after the close of each Fiscal Year, a report, satisfactory to DOE in its reasonable discretion, summarizing any violations of Environmental Laws in connection with the Project over the preceding year, with sufficient information (as determined by DOE acting in consultation with the Lender’s Engineer) to allow the Credit Parties (including DOE) to monitor the Project’s performance with respect to the environment and its compliance with Environmental Laws and including a narrative summary of (A) the results of environmental monitoring or sampling activity, (B) any violations of Environmental Laws identified by any environmental Governmental Authority and any remedial action taken with respect thereto;

(iv)within ten (10) days after an Authorized Official of the Borrower obtains knowledge thereof, any Environmental Claim by any Governmental Authority or any assertion of an Environmental Claim or claims involving an amount in excess of $250,000 individually or $500,000 in the aggregate by any other Person or Persons together with a copy of any correspondence relating thereto and a description of any steps the Borrower is taking and proposes to take with respect thereto; and

(v)within ten (10) days after it is submitted, a copy of any report filed by the Borrower with the U.S. Fish and Wildlife Service required in Section 8.2.2 of the Kahuku Wind Power Habitat Conservation Plan;

(i)Updates to Project Milestone Schedule, Construction Budget, Operating Plan, Operating Forecast, and Base Case Projections. As part of the Quarterly Reporting Package, in each case certified by an Authorized Official of the Borrower:

(i)for each fiscal quarter that includes all or a portion of the Construction Period, an updated Project Milestone Schedule and Construction Budget; and

(ii)upon the request of DOE, the Borrower shall schedule a date to discuss with DOE any updated Operating Plan, updated Operating

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Forecast, updated Base Case Projections, and such other matters relating to the Project as DOE may reasonably request;

(j)Annual Safety Audit. Within thirty (30) days after its completion, a copy of the report regarding the required annual safety audit pursuant to Section 6.18;

(k)Additional Project Documents and Governmental Approvals. As soon as available, but in no event later than ten (10) Business Days after the receipt thereof by the Borrower, copies of (i) all Additional Project Documents, (ii) any Third-Party Materials Supply Agreement entered into by the Borrower after the Financial Closing Date, if such Third-Party Materials Supply Agreement has a term longer than two years and a committed payment greater than $250,000 in any year or $2,000,000 in aggregate, and (iii) any Governmental Approvals and other Required Consents obtained or entered into by the Borrower after the Financial Closing Date;

(1)Additional Audit Reports. As soon as available, but in any event within ten (10) Business Days after the receipt thereof by the Borrower, copies of all other material annual or interim reports submitted to the Borrower by the Borrower’s Accountant;

(m)Other Reports and Filings. Promptly upon transmission thereof, notice (or, if not available on-line, then copies) of all financial information, statutory audits, proxy materials and other information and reports, if any, which the Borrower has delivered to the Securities and Exchange Commission or any successor regulatory authority;

(n)Insurance Certificate. Certificates with respect to Required Insurance conforming to the insurance requirements of Schedule 6.3(b) at the times required by such Schedule;

(o)Information Pertaining to Banks Providing Reserve Letters of Credit. As soon as available, but in any event, no later than thirty (30) days after any reduction in the credit rating of any bank providing a Reserve Letter of Credit to (i) “A-” by S&P or “A3” by Moody’s, in either case with a “negative outlook,” or (ii) a level below “A-” by S&P or “A3” by Moody’s;

(p)Other Information. Promptly upon request, such other information or documents as any Credit Party or any Independent Consultant may reasonably request;

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(q)Information Made Available.

(i)In accordance with Section 609.10(d)(19) of the Applicable Regulations, (A) the information that will be made available to DOE is as set forth in the Loan Documents, and (B) any information may be made publicly available to the extent required by applicable federal law; and

(ii)Without limiting the generality of clause (i) of this subsection, all correspondence, books, documents, papers and records relating to the structuring, negotiation and execution of this Common Agreement and the transactions contemplated herein, including this Common Agreement, the Loan Documents, the pre-application, the Application, the term sheet and all supporting documentation, financial statements, audit reports of independent accounting firms, permits and regulatory approvals furnished or otherwise made available to DOE, will be handled in accordance with all applicable federal laws, rules, or regulations, including the Trade Secrets Act, 18 U.S.C. §1905, and the Freedom of Information Act (FOIA), 5 U.S.C. §552, and DOE’s implementing regulations at 10 CFR 1004.

(r)Annual Updates to Operating Plan, Operating Forecast, Base Case Projections. Annually prior to the end of each calendar year once the Operating Period has commenced, an updated annual Operating Plan, an updated annual Operating Forecast; and updated Base Case Projections in form and substance satisfactory to DOE.

(s)Prohibited Persons. Borrower shall provide immediate written notice (including a brief description) to DOE if at any time it learns that the representations made by Borrower with respect to Prohibited Persons (including the Debarment Regulations) were erroneous when made or have become erroneous by reason of changed circumstances.

6.2.Books, Records and Inspections; Accounting and Auditing Matters.

(a)The Borrower shall keep proper records and books of account, maintain adequate management information and cost control systems, and make arrangements reasonably satisfactory to the Credit Parties for overseeing the financial operations of the Borrower, including its cash management, accounting and financial reporting, for overseeing the Borrower’s relationship with the Credit Parties and the Borrower’s Accountant and, in accordance with Section 609.10(f)(1) of the Applicable Regulations, for facilitating the effective and accurate audit and performance evaluation of the Project pursuant to the Applicable Regulations and Program Requirements;

(b)Each set of Financial Statements the Borrower delivers shall be prepared in accordance with GAAP consistently applied except to the extent that there have been any changes to such accounting principles or the application

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thereof noted in such Financial Statements and all financial records of the Borrower shall be maintained at the principal executive office of the Borrower;

(c)The Borrower (i) shall consult and cooperate with the Credit Parties regarding the Project upon their request, (ii) in accordance with Section 609.10(d)(18) of the Applicable Regulations, shall permit officers and designated representatives of the Credit Parties and the Independent Consultants to visit and inspect at all reasonable times the Project and any other facilities and properties of the Borrower, (iii) in accordance with Section 609.10(0(2) of the Applicable Regulations, shall provide to officers and designated representatives of the Credit Parties, the Comptroller General and the Independent Consultants access to any pertinent books, documents, papers and records of the Borrower for the purpose of audit, examination, inspection and monitoring upon reasonable notice and at reasonable times during normal business hours, to examine and discuss the affairs, finances and accounts of the Borrower with the representatives of the Borrower, (iv) shall afford proper facilities for such inspection, shall make copies (at Borrower’s expense) of any records that are subject to such inspection, shall make available all information related to the Project, including all patents, technology and proprietary rights owned or controlled by the Borrower and utilized in the construction, startup or operation of the Project, as may be reasonably necessary in order to determine the technical progress, soundness of financial condition, management stability, compliance with environmental requirements, adequacy of health and safety conditions, and all other matters with respect to the Project, and (v) shall exercise reasonable efforts to cause each Major Project Participant to make available to the Credit Parties, the Comptroller General and the Independent Consultants the same rights of inspection and access to its books and records that such Major Project Participant makes available to Borrower or to the Project Operator.

(d)The Borrower shall upon the request of any Credit Party authorize the Borrower’s Accountant to communicate directly with the Credit Parties, the Comptroller General and the Independent Consultants and their representatives at any time regarding the Borrower’s accounts and operations;

(e)In the event that the Borrower’s Accountant should cease to be the accountants of the Borrower for any reason, the Borrower shall appoint and maintain as the Borrower’s Accountant another firm of independent public accountants, which firm shall be nationally recognized or otherwise approved by DOE; and

(f)The Borrower shall retain all records relating to expenditures with respect to which Advances were made for five (5) years after the Advance was made with respect to such expenditure.

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6.3.Maintenance of Property and Insurance.

(a)The Borrower shall (1) keep all its property and assets in good working order and condition to the extent necessary to ensure that its business can be conducted properly at all times, (ii) operate, maintain and repair the Project or cause the Project to be operated, maintained and repaired in accordance with the standards set forth in the O&M Agreements, manufacturer’s requirements necessary to maintain warranties and insurance requirements, (iii) possess all equipment necessary for the operation of the Project and maintain such spare parts and inventory or renew and replace equipment, in each case as consistent with the Transaction Documents and the “reasonable and prudent operator” standard, and (iv) maintain at the Project Site a complete set of plans and specifications for the Project.

(b)The Borrower shall keep its present and future properties and business insured as required by and in accordance with the terms and provisions described on Schedule 6.3(b). The Borrower shall obtain and maintain and shall pursue any contractual remedies to cause other Persons required to provide Required Insurance, including, but not limited to any Construction Contractor and Operator to obtain and maintain such Required Insurance or alternate coverage provided for on Schedule 6.3(b) or in their respective Project Documents, as the case may be.

6.4.Maintenance of Existence; Conduct of Business.

The Borrower shall (i) maintain and preserve its existence as a limited liability company organized and existing under the laws of Delaware and acquire, maintain, and renew all rights, licenses, contracts, powers, privileges, Leases, lands, sanctions, and franchises necessary in the normal conduct of its business and in the performance of its obligations hereunder and under the other Transaction Documents, (ii) observe all corporate formalities and (iii) engage only in the business contemplated by the Transaction Documents.

6.5.Compliance with Governmental Rules; Environmental Laws; Governmental Approvals.

The Borrower shall, with respect to work relating to the Project, using prudent business judgment in good faith, vigorously pursue all contractual remedies available to it to cause each Construction Contractor and Operator to (i) comply with, and shall conduct its business, operations, assets, equipment, property, leaseholds, and other facilities in compliance with all Environmental Laws and in compliance with all other Governmental Rules the noncompliance with which could reasonably be expected to have a Material Adverse Effect, and (ii) procure, maintain and comply with all Governmental Approvals required for the ownership, construction, financing, maintenance or operation of the Project or any part thereof as contemplated by the Transaction Documents at or prior to such time as

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such Governmental Approval is required or necessary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.6.Compliance with Debarment Regulations.

The Borrower shall provide immediate written notice (including a brief description) to DOE if at any time it learns that the representations made with respect to Debarment Regulations were erroneous when made or have become erroneous by reason of changed circumstances.

6.7.Tax, Duties, Proper Legal Form.

The Borrower shall pay or arrange for the payment before they become overdue of all present and future (i) Taxes (including stamp taxes), duties, fees, Periodic Expenses, or other charges payable on or in connection with the execution, issue, delivery, registration, or notarization, or for the legality, validity, or enforceability, of this Common Agreement, any other Transaction Documents and any other documents related to this Common Agreement (other than any Tax that it is contesting in good faith and by appropriate proceedings for which reserves have been established to the extent required by GAAP) (ii) claims, levies, or liabilities (including claims for labor, services, materials and supplies), for sums that have become due and payable and that have or, if unpaid, might become a Lien (other than a Permitted Lien) upon the property of the Borrower (or any part thereof) and (iii) Taxes payable by it or imposed upon its income or property. The Borrower shall take all action to ensure that each of the Transaction Documents is in proper legal form under the respective governing laws selected in such Transaction Document, without any further action required with respect to such legal form for the enforcement of such Transaction Documents.

6.8.Construction and Approved Construction Changes.

(a)The Borrower shall apply the proceeds of the Advances exclusively to Eligible Base Project Costs and shall use its best efforts to cause: Physical Completion to be achieved on or prior to the Anticipated Physical Completion Date and in any event within the Construction Budget (together with the resources available to the Borrower from the Overrun Equity Commitment and, with DOE’s consent, as provided in the Sponsor Guarantee); Operational Completion to be achieved on or prior to the Anticipated Operational Completion Date and in any event within the Construction Budget (together with the resources available to the Borrower from the Overrun Equity Commitment and, with DOE’s consent, as provided in the Sponsor Guarantee); Financial Completion to be achieved on or prior to the Anticipated Financial Completion Date; and Project Completion to be achieved on or prior to the Anticipated Project Completion Date.

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(b)The Borrower shall not change, reallocate, amend, modify, or supplement or permit or consent to any changes, reallocations, amendments, modifications, or supplements (each a “Construction Change”) of any of the provisions of the Project Milestone Schedule or the Construction Budget, except for the following changes (“Approved Construction Changes”):

(i)any Construction Change that (x) has been submitted in writing by the Borrower to DOE (including an explanation in reasonable detail of the reasons for such Construction Change) and (y) has received a written approval from DOE in consultation with the Lender’s Engineer (which approval may be provided by electronic mail);

(ii)any increase of any of the line items in the Construction Budget if such increase (x) is not individually in excess of $1,500,000, and (y) when aggregated with all other changes to the Construction Budget in accordance with this Section 6.8(b)(ii) since the Financial Closing Date, would not result in a cumulative net decrease, since the Financial Closing Date, of Contingencies of more than $4,000,000;

(iii)any payments for Overrun Project Costs made with the proceeds of the Overrun Equity Commitment or, with DOE’s consent, as provided in the Sponsor Guarantee; and

(iv)any revision to the Project Milestone Schedule determined by the Borrower and confirmed by the Lender’s Engineer to DOE (x) not to impair or delay achievement of the Guaranteed Operational Completion Date, (y) could not reasonably be expected to have a Material Adverse Effect, or (z) not to increase any cost in the Construction Budget other than as allowed under Section 6.8(b)(ii).

(c)All Approved Construction Changes shall be reflected in a revised Project Milestone Schedule, Construction Budget and/or Advance Schedule, as the case may be, delivered as part of the next Quarterly Reporting Package.

6.9.Operating Forecasts.

From and after the Project Completion Date, the Borrower shall or shall cause the Project to operate in all material respects pursuant to the Operating Plan then in effect.

6.10.Diligent Construction of Project and Operations.

The Borrower shall construct the Project diligently in accordance with the Construction Contracts and the other Transaction Documents, Governmental Approvals, the Project Milestone Schedule and the Construction Budget. The

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Borrower shall conduct, and shall cause each Operator to conduct, the operations of the Project on the basis of customary commercial practice and arm’s-length arrangements, or as otherwise set forth in the Project Documents, with due diligence and efficiency and under the supervision of qualified and experienced management.

6.11.Ineligible and Overrun Project Costs.

All Ineligible Project Costs and Overrun Project Costs shall be funded in accordance with the Equity Funding Agreement.

6.12.Cost Overruns and Contingencies.

Any Cost Overrun shall be funded as a Project Cost, first, from Contingencies (to the extent of available funds), next, from Overrun Equity in accordance with Section 2.4.2 and the Equity Funding Agreement, and next, but only upon DOE consent in its sole discretion, from the Sponsor Guarantee pursuant to the terms thereunder.

6.13.Use of Proceeds; Repayment of Indebtedness.

(a)Proceeds.  The Borrower shall use the proceeds of all Equity Contributions and all Advances in accordance with the terms and conditions of all applicable Loan Documents.

(b)Repayment of Indebtedness.  The Borrower shall repay in accordance with its terms all Indebtedness due under the Loan Documents.

6.14.Performance of Obligations.

The Borrower shall maintain in full force and effect each of the DOE Credit Facility Documents and each of the other Loan Documents to which it is a party in accordance with the respective terms thereof, except for those Loan Documents that shall by their terms terminate after the indefeasible payment in full of all Secured Obligations owed thereunder. The Borrower shall comply with the provisions of and perform all of its obligations under each Loan Document in accordance with the terms thereof. The Borrower shall maintain in full force and effect each of the Accounts in accordance with the Collateral Agency Agreement.

6.15.Project Documents.

The Borrower shall (i) maintain all the Project Documents to which it is a party in full force and effect in accordance with their terms, (ii) comply with the material provisions of and perform all of its material obligations under such Project Documents, and (iii) diligently pursue all of its rights and remedies under such

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Project Documents where the failure to do so could reasonably be expected to have a Material Adverse Effect.

6.16.Cash Deposits.

The Borrower shall instruct each Person remitting cash to or for the account of the. Borrower to deposit such cash in accordance with the terms of the Collateral Agency Agreement and shall otherwise comply with the Collateral Agency Agreement. The Borrower shall remit any amounts received by it or received by third parties on its behalf to the Collateral Agent for deposit in accordance with the Collateral Agency Agreement.

6.17.Reserve Accounts.

(a)The Borrower shall establish and maintain in accordance with the Collateral Agency Agreement a reserve for Debt Service (the “Debt Service Reserve”). The Debt Service Reserve shall consist of any combination of cash and Reserve Letters of Credit.

(b)The Borrower shall establish and maintain in accordance with the Collateral Agency Agreement the Major Maintenance Reserve in the Major Maintenance Reserve Account.

(c)The Borrower shall establish and maintain in accordance with the Collateral Agency Agreement the Battery Replacement Reserve in the Battery Replacement Reserve Account.

6.18.Safety Audit.

Not less frequently than once each calendar year, the Borrower shall conduct, or cause the Operators to conduct, a safety audit of the Project in a manner reasonably satisfactory to DOE (in consultation with the Lender’s Engineer), each in its sole discretion, including an analysis of whether the Project is in compliance with all Governmental Rules and Environmental Laws and each such safety audit shall result in the prompt preparation of a written report with respect thereto which shall be delivered to DOE and the Lender’s Engineer for review and approval by DOE, in consultation with the Lender’s Engineer. The Borrower shall provide for the prompt correction of any deficiencies identified in such safety audit and for the operation and maintenance of the Project in accordance with any recommendations set forth therein.

6.19.Replacement of Certain Project Participants.

The Borrower shall, at the request of DOE (after consultation with the Borrower), exercise its right (if any) to terminate for cause (i) any Operator in accordance with and as permitted by the applicable O&M Agreement, (ii) each Construction

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Contractor in accordance with and as permitted by the Construction Contracts (other than Harris Stratex Networks Operating Corporation in respect of the Equipment Purchase Agreement), or (iii) any Person party to any other Project Document in accordance with and as permitted by such Project Document, in each case either if the relevant counterparty is a First Wind Entity or an Affiliate thereof or, otherwise, if the failure to do so could reasonably be expected to have a Material Adverse Effect. Promptly after any termination, the Borrower shall enter into a replacement agreement with a new operator, Construction Contractor or other Person, as the case may be, on terms and conditions satisfactory to DOE.

6.20.Security Interest in Newly Acquired Property; Additional Project Documents.

If the Borrower shall at any time acquire any interest in property not covered by the Security Documents or enter into any Additional Project Document, the Borrower shall promptly (i) execute, deliver and record a supplement to the Security Documents, satisfactory in form and substance to DOE, (ii) ensure that the security interest shall be valid and effective and (iii) deliver to the Collateral Agent, a consent to assignment for each such Additional Project Document in an agreed form; provided, however, that the obligation in this paragraph shall not apply to vehicles or other minor assets.

6.21.Title; Rights to Land.

The Borrower shall preserve and maintain good and valid title to the Project and such rights to use the Project Site as are necessary to construct, operate and maintain the Project in accordance with the requirements of the Transaction Documents.

6.22.Independent Consultants.

The Borrower (i) shall cooperate in all respects with each Independent Consultant and (ii) shall ensure that each Independent Consultant is provided with all information reasonably requested by such Independent Consultant in fulfilling its duties to the Credit Parties and ensure that any information that it may supply to such Independent Consultant is accurate and not, by omission of information or otherwise, misleading in any material respect at the time such information is provided.

6.23.Additional Documents; Filings and Recordings.

(a)The Borrower shall execute and deliver, from time to time as reasonably requested by DOE or the Collateral Agent at the Borrower’s expense, such other documents as shall be necessary or advisable in connection with the rights and remedies of the Credit Parties and the Collateral Agent granted or

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provided for by the Transaction Documents, and to consummate the transactions contemplated therein.

(b)(i) The Borrower shall, at its own expense, take all actions that have been or shall be reasonably requested by DOE or the Collateral Agent, or that the Borrower knows are necessary, to establish, maintain, protect, perfect and continue the perfection of the first priority (subject to Permitted Liens) security interests of the Secured Parties created by the Security Documents and shall furnish timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (A) execute or cause to be executed and shall file or cause to be filed or register or cause to be registered such financing statements, continuation statements, fixture filings and mortgages or deeds of trust in all places necessary or advisable (in the opinion of counsel for the DOE or the Collateral Agent) to establish, maintain and perfect such security interests and in all other places that DOE or the Collateral Agent shall reasonably request, (B) discharge all other Liens (other than Permitted Liens) or other claims adversely affecting the rights of the Secured Parties in the Collateral Security and (C) deliver or publish all notices to third parties that may be required to establish or maintain the validity, perfection or priority of any Lien created pursuant to the Security Documents.

(ii)The Borrower shall do everything necessary in the reasonable judgment of DOE or the Collateral Agent (including filing, registering and recording all necessary documents and paying all fees, taxes, levies, imposts and Periodic Expenses in connection therewith) to (A) create security arrangements, including, if applicable, the establishment of a pledge or the perfection of any Lien or, as applicable, the enforceability of a Lien as against the Borrower and any subsequent lienor (including a judgment lienor), holder of a charge, or transferee for or not for value, in bulk, by operation of law, or otherwise, in each case granted, with respect to future assets in accordance with the requirements of all Governmental Rules, or the law of any other jurisdiction, as applicable, subject only to Permitted Liens (B) maintain the security and pledges created by the Security Documents in full force and effect at all times (including, as applicable, the priority thereof), subject only to Permitted Liens, and (C) preserve and protect the Collateral Security and protect and enforce its rights and title, and the rights and title of the Credit Parties, to the security created by the Security Documents. Furthermore, the Borrower shall cause to be delivered to DOE such opinions of counsel and other related documents as may be reasonably requested by DOE or the Collateral Agent to assure compliance with this Section 6.23. Additionally, when requested by DOE, the Borrower shall cause any Person party to a Project Document (other than a Third Party Materials Supply Agreement) executed subsequent to the Financial Closing Date to enter into a Direct Agreement with

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the Collateral Agent in form and substance satisfactory to DOE and the Collateral Agent.

6.24.Compliance with Governmental Rules.

The Borrower at all times shall comply with Section 609.10(d)(20) of the Applicable Regulations, and shall conduct its business, operations, assets, equipment, property, leaseholds, and other facilities in compliance with all Environmental Laws and in compliance with all other Governmental Rules the noncompliance with which could reasonably be expected to have a Material Adverse Effect.

6.25.Event of Loss.

If any material Event of Loss shall occur with respect to the Project or any part thereof, the Borrower shall (i) diligently pursue all its rights to compensation against all relevant insurers, reinsurers and Governmental Authorities, as applicable, in respect of such event, (ii) not, without the written consent of DOE, compromise or settle any claim (A) with respect to any Event of Loss involving an amount in excess of $1,000,000 per claim; and (iv) pay or apply all Loss Proceeds stemming from such event in accordance with Section 3.4.3(a)(ii) and Section 6.26.

6.26.Application of Loss Proceeds.

(a)All Loss Proceeds shall be applied as provided in this Section 6.26. All Loss Proceeds shall be paid by the relevant insurers, reinsurers and Governmental Authorities, as applicable, directly to the Collateral Agent as loss payee and, if paid to the Borrower, such Loss Proceeds shall be received in trust and for the benefit of the Collateral Agent segregated from other funds of the Borrower, and shall be forthwith paid over to the Collateral Agent in the same form as received (with any necessary endorsement). The Collateral Agent as directed by DOE shall apply all such Loss Proceeds in accordance with the provisions of this Section 6.26.

(b)Upon the occurrence of a Event of Loss with respect to which Loss Proceeds are payable in respect of a single loss in an amount not in excess of $2,000,000, the Borrower shall apply such Loss Proceeds to the payment of the costs of repair or restoration of the portion of the Project lost or damaged, and disbursement of such funds by the Collateral Agent shall be made in accordance with the Collateral Agency Agreement.

(c)Upon the occurrence of any Event of Loss with respect to which Loss Proceeds are payable in respect of a single loss in an amount in excess of $2,000,000, disbursement of funds by the Collateral Agent to the Borrower shall

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be permitted if, and only if, DOE after consultation with the Lender’s Engineer shall have determined that:

(i)repair or replacement of the relevant portion of the Project is technically and economically feasible and would not result in a breach of the Debt Service Coverage Ratio requirements set forth in Section 7.14 (taking into account the expected time period of the repair or replacement process and anticipated Operating Revenues during such period); and

(ii)the Borrower is in compliance with such other conditions and requirements as DOE shall consider appropriate in the circumstances.

(d)All Loss Proceeds not otherwise applied in accordance with clauses (b) or (c) of this Section 6.26, including, without limitation, due to the absence of required approval by the Lender’s Engineer or DOE, as applicable, shall be applied by the Collateral Agent to the prepayment of the DOE Guaranteed Loan in accordance with Section 3.4.3(a)(ii).

6.27.Acceptance and Startup Testing.

The Borrower shall consult with and provide reasonable notice to DOE and Lender’s Engineer regarding provisions related to startup and testing of facility and equipment pursuant to the Construction Contracts and the O&M Agreement.

6.28.Debt-to-Equity Contribution Ratio.

At all times until the Project Completion Date, the Borrower shall ensure that the Debt-to-Equity Contribution Ratio is not greater than 79:21.

6.29.Compliance With Certain U.S. Government Requirements.

(a)Recovery Act.  The Borrower shall timely comply with the reporting requirements set out in Section 1512(c) of Title XV of Division A of the Recovery Act. Such reporting shall be made in accordance with the procedures set out or otherwise referenced in 2 C.F.R. Section 176.50 and the OMB Implementing Guidance, and, in each case, any amendment, supplement or successor thereto. DOE may require in its notice that such reporting relate back to the date hereof. Accordingly, Borrower shall at all times maintain such records as may be necessary, in the event DOE issues such notice, to undertake such reporting obligations.

(b)Lobbying Requirements.  The Borrower shall comply with all requirements of 31 U.S.C. §1352, including if any funds have been paid or will be paid to any Person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the

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Advances, the Borrower shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

(c)Use of United States Government Funds.  The Borrower shall comply with Section 609.10(c) of the Applicable Regulations regarding the prohibition on the use of funds obtained from the United States Government, or from a loan or other instrument guaranteed by the United States Government, for the payment of Credit Subsidy Costs, administrative fees, or other fees charged by or paid to DOE relating to the Applicable Regulations, except to the extent explicitly authorized by an act of the United States Congress.

(d)Foreign Assets Control Regulations, Prohibited Persons, Etc.

(i)The Borrower shall ensure that the making of any Advances and the use of the proceeds thereof will not violate any Governmental Rule, including the Foreign Asset Control Regulations.

(ii)The Borrower shall ensure that it and its Principal Persons shall, at all times, comply with all applicable orders, rules and regulations of OFAC and all applicable Corrupt Practices Laws.

(iii)The Borrower shall ensure that it never becomes a Prohibited Person.

(iv)The Borrower shall ensure that none of the Collateral is traded or used, directly or indirectly, by a Prohibited Person or by a Person organized in a Prohibited Jurisdiction.

(v)The Borrower shall establish and maintain an anti-money laundering compliance program if and as required by the USA Patriot Act.

(vi)The Borrower shall ensure that its internal management and accounting practices and controls are adequate for compliance with all Corrupt Practices Laws.

6.30.Davis-Bacon Act.

(a)In accordance with Section 1705(c) of Title XVII, beginning on the date hereof, all laborers and mechanics employed in the performance of the Project, including those employed by contractors and subcontractors, shall be paid wages at rates not less than those prevailing on similar work in the relevant locality as determined by the Secretary of Labor in accordance with the Davis-Bacon Act. In furtherance of this requirement, the contract clauses set out in 29 CFR 5.5(a)(1) through (10) are attached as Exhibit A4 (as modified therein) and are hereby incorporated herein as though set out in their entirety in this Section

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6.30 and as provided therein shall be incorporated into all other Davis-Bacon Act Covered Contracts (as defined in Exhibit A4), in each case.

(b)The Borrower, on DOE’s behalf, shall systematically review the certified payroll records that it maintains for its own laborers and mechanics pursuant to subparagraph (b)(3)(i) of Exhibit A4 and those that it receives for the laborers and mechanics of any Contract Party (as defined in Exhibit A4) pursuant to subparagraph (b)(3)(ii)(A) of Exhibit A4. The Borrower shall promptly notify the DOE contracting officer in writing when it receives any complaint related to non-compliance with the Davis-Bacon Act, or discovers in the course of its systematic review of the certified payroll records an incident that the Borrower reasonably believes to be a case of such non-compliance and which, in each case, the Borrower cannot resolve on its own and shall forward to the DOE contracting officer (1) the complaint or a written summary of the non-compliant incident, (2) a summary of the Borrower’s investigation into such complaint or such incident, and (3) the relevant certified payroll records. Certified payroll records maintained by the Borrower shall be preserved for three (3) years after completion of work. Notwithstanding anything to the contrary in subparagraph (b)(3)(ii)(A) of Exhibit A4, the Borrower shall maintain such certified payroll records at a site designated by the Borrower and shall make such records available to DOE and the U.S. Department of Labor when necessary, and upon request, for purposes of an investigation or audit of compliance with prevailing wage requirements. Certified payroll records maintained by the Borrower shall be considered federal government records for the purposes of the Freedom of Information Act, 42 U.S.C. 552. The Borrower shall provide such records to DOE within five (5) days of receipt of any request for such records from DOE.

(c)If the DOE Credit Facility Commitment terminates as a consequence of the Borrower’s failure to deliver on or before September 30, 2011, a written certification to DOE that Commencement of Construction has occurred, such termination (and any corresponding Event of Default under this Common Agreement) shall not be deemed to release the Borrower or any other Contract Party (as defined in Exhibit A4) from their respective obligations under this Section 6.30 and Exhibit A4, nor from any liability for any breach by any such party of the terms and provisions of this Section 6.30 and Exhibit A4, in each case, as required to be performed during the period prior to such termination.

6.31.ERISA Covenants.

(a)The Borrower shall do, and shall cause each ERISA Affiliate to do, each of the following: (i) maintain each Employee Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code or other Federal or state law; (ii) cause each Qualified Plan to maintain its qualified status under Section 401(a) of the Internal Revenue Code; (iii) timely make all required contributions to any Employee Benefit Plan; (iv)

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not become a party to any Multiemployer Plan; (v) ensure that all liabilities under each Pension Plan are either (A) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing such Pension Plan; (B) insured with a reputable insurance company; or (C) provided for or recognized in the Financial Statements most recently delivered to DOE under Section 6.1 hereof); and (vi) ensure that the contributions or premium payments to or in respect of each Pension Plan is and continues to be promptly paid at no less than the rates required under the rules of such Pension Plan and in accordance with the most recent actuarial advice received in relation to such Pension Plan and applicable law.

(b)The Borrower shall not, nor shall it permit any of ERISA Affiliate to, (i) terminate any Pension Plan so as to result in any material (in the opinion of DOE) liability to the Borrower or any ERISA Affiliate, (ii) permit to exist any ERISA Event, or any other event or condition, which presents the risk of a material (in the opinion of DOE) liability to any ERISA Affiliate, (iii) make a complete or partial withdrawal (within the meaning of Section 4201 of ERISA) from any Multiemployer Plan so as to result in any material (in the opinion of DOE) liability to the Borrower or any ERISA Affiliate, (iv) enter into any new Pension Plan or modify any existing Pension Plan so as to increase its obligations thereunder which could result in any material (in the opinion of DOE) liability to the Borrower or any ERISA Affiliate, or (v) permit the present value of all nonforfeitable accrued benefits under any Pension Plan (using the actuarial assumptions utilized by the PBGC upon termination of an employee pension benefit plan subject to Title IV of ERISA) materially (in the opinion of DOE) to exceed the fair market value of the Pension Plan’s assets allocable to such benefits, all determined as of the most recent valuation date for each such Pension Plan.

6.32.Domestic Procurement Consideration.

In respect of the operation and maintenance of the Project, Borrower shall give full consideration to procuring from its suppliers for the Project equipment and components manufactured in the United States, taking into account availability, cost, technical performance, reliability, efficiency, warranty coverage and related commercial terms.

6.33.Initial Advance Date.

Borrower shall request the initial Advance and satisfy all conditions precedent to such Advance under the DOE Credit Facility Documents pursuant to the submission of the Master Advance Notice, in accordance with Section 2.3.1, within ten (10) Business Days after the Financial Closing Date.

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6.34.Separateness Provisions.

Borrower shall comply with the separateness provisions set forth on Schedule 6.34.

ARTICLE 7
NEGATIVE COVENANTS

The Borrower covenants and agrees that until the date all Secured Obligations (other than inchoate indemnity obligations) are paid in full and the DOE Credit Facility Commitment has terminated, unless DOE waives compliance in writing:

7.1.Indebtedness.

The Borrower shall not, and shall not agree to, incur, create, guarantee, assume, permit to exist or otherwise become liable for any Indebtedness, except for:

(a)Indebtedness incurred under the Loan Documents;

(b)Contingent Obligations under the Project Documents all of which are subordinated to the Secured Obligations, but excluding any amounts payable by the Borrower to any Affiliate other than payments in the ordinary course of business under the Project O&M Agreement and the Administrative Services Agreement;

(c)Permitted Subordinated Loans;

(d)Indebtedness in respect of amounts due to trade creditors and accrued expenses, in each case arising in the ordinary course of business, to the extent such amounts and expenses are not unpaid more than ninety (90) days past the due date therefor;

(e)Indebtedness for the acquisition of equipment or property incurred in connection with the construction or operation of the Project as explicitly contemplated under a Principal Project Document; and

(f)Permitted Leases.

7.2.Liens.

The Borrower shall not, and shall not agree to, create, assume or otherwise permit to exist any Lien upon any of the Collateral Security or any of its other property, whether now owned or hereafter acquired, or in any proceeds or income therefrom, other than Permitted Liens.

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7.3.Leases.

The Borrower shall not enter into any agreement or arrangement to acquire by Lease the use of any property or equipment of any kind (including by sale-leaseback or otherwise), except for Permitted Leases in an amount not in excess of the amount budgeted therefor in the Construction Budget or forecast therefor in the Operating Forecast, as applicable.

7.4.Loans, Advances and Investments.

The Borrower shall not make or permit to remain outstanding any loans, extensions of credit or advances by the Borrower to or investments by the Borrower in (whether by acquisition of any stocks, notes or other securities or obligations) any Person, except for Permitted Investments or as expressly provided in the Transaction Documents as in effect on the Financial Closing Date.

7.5.Capital Expenditures.

The Borrower shall not make any Capital Expenditure in any year except for (a) expenditures contemplated by the Construction Budget, (b) expenditures made from the proceeds of insurance to the extent permitted by the Loan Documents, (c) expenditures pursuant to periodic budgets previously approved by DOE, (d) in amounts that are available and could have been paid as a Restricted Payment under Section 7.10, and (e) other Capital Expenditures in an aggregate in any Fiscal Year not in excess of $250,000, provided that the Borrower shall be authorized to make such expenditures as are necessary to address health or safety emergencies (but not to exceed in any instance $500,000).

7.6.Subsidiaries; Partnerships.

The Borrower shall not: (a) form or have any Subsidiaries; (b) enter into any partnership or a joint venture; (c) acquire any ownership interest in or make any capital contribution to any other Person; (d) enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other Person; or (e) enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person, other than the O&M Agreements and the Administrative Services Agreement.

7.7.Ordinary Course of Conduct; No Other Business.

The Borrower shall not: (a) engage in any business other than the acquisition, ownership, design, development, construction, financing, implementation, completion, operation and maintenance of the Project in accordance with and as contemplated by the Transaction Documents; (b) undertake any action that could reasonably be expected to lead to a material alteration of the nature of its business or the nature or scope of the Project; (c) change its name or take any other action

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that might adversely affect the Liens created by the Security Documents; or (d) fail to maintain its corporate existence and its right to carry on its business.

7.8.Merger, Bankruptcy, Dissolution or Transfer of Assets.

The Borrower shall not, and shall not agree to: (a) enter into any transaction of merger or consolidation or convey, sell, lease or otherwise transfer any of its property or assets, except (i) transactions permitted under the Transaction Documents, (ii) sales in the ordinary course of business, (iii) sales to the Output Purchaser under the terms of the Power Purchase Agreement, and (iv) sales of equipment or other assets that are (x) obsolete, (y) no longer used or useful in the operation of the Project, or (z) are replaced by other equipment of equal value and utility, and in all cases for which the Borrower shall have received consideration reflecting value that would have been obtained in a transaction on an arm’s length basis with an unaffiliated third party (unless such assets only have scrap value), each of which, with respect to clause (iv), shall be verified by the Lender’s Engineer if requested by DOE; (b) wind up, liquidate, or dissolve itself, commence an Insolvency Proceeding or file any petition or pass a resolution seeking the same; or (c) acquire property or assets of any other Person (other than purchases or other acquisitions of inventory or materials or spare parts or Capital Expenditures, each in the ordinary course of business in accordance with the applicable budget).

7.9.Organizational Documents; Fiscal Year; Legal Form; Capital Structure.

The Borrower shall not (a) amend or modify its Organizational Documents, or (b) amend or modify its legal form, its Fiscal Year or its capital structure.

7.10.Restricted Payments.

(a)Except as set forth in Section 7.10(b), the Borrower shall not reduce its capital or declare or make or authorize any dividend or any other payment or distribution of cash or property to its Equity Owners on account of any equity interest or make any payment with respect to principal or interest on or purchase, redeem or defease any Permitted Subordinated Loans (each of the foregoing a “Restricted Payment”) unless the Borrower satisfies each of the following conditions:

(i)Operational Completion has occurred;

(ii)no Potential Default or Event of Default then exists or would exist after giving effect to any such Restricted Payment;

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(iii)the cash balance in (and the Reserve Letters of Credit available to be drawn into) each of the Debt Service Reserve Account, Major Maintenance Reserve Account and Battery Replacement Reserve Account shall equal or exceed the then required reserve requirement set forth in the Collateral Agency Agreement, both before and after the Restricted Payment is made;

(iv)the Distribution Preconditions have been satisfied;

(v)no more than one (1) other Restricted Payment has been made during the current Fiscal Year; and

(vi)such Restricted Payment is permitted by Governmental Rules.

(b)Notwithstanding any other restriction in this Common Agreement, the Borrower may make payments or Restricted Payments to a Project Participant, in accordance with the Collateral Agency Agreement, either (x) as payment of Operating Costs, or (y) from amounts held in the Equity Distribution Account, in the amount of payable fees that constitute Operating Costs.

7.11.Redemption or Issuance of Stock.

The Borrower shall not redeem, retire, purchase or otherwise acquire, directly or indirectly, any of its Equity Interests now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its Equity Interests) or set aside any funds for any of the foregoing or issue any Equity Interests to any other Person.

7.12.Other Transactions.

Except for the Transaction Documents as in effect on the Financial Closing Date or as set out on Schedule 5.14 to the Disclosure Letter, the Borrower shall not, directly or indirectly, (a) enter into any transaction or series of related transactions with any Person (including any Affiliate) other than in the ordinary course of business and on an arm’s-length basis, or (b) establish any sole and exclusive purchasing or sales agency, or enter into any transaction whereby the Borrower might pay more than the fair market value for products of others.

7.13.Accounts.

The Borrower shall not establish any bank accounts, deposit accounts or securities accounts, other than the Project Accounts.

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7.14.Debt Service Coverage Ratio.

As of the last day of each fiscal quarter of the Borrower occurring after the last day of the Availability Period and continuing until the repayment in full of the DOE Guaranteed Loan, the Borrower shall not permit its Debt Service Coverage Ratio for (i) the preceding four-fiscal-quarter period (measured as of the end of such period or, in the event of a period occurring prior to the end of the first four-fiscal-quarter period after the First Principal Payment Date, such shorter period from the First Principal Payment Date to the end of such period), and (ii) the projected four-fiscal-quarter period, in each case to be less than 1.15 to 1.00; provided, however that no violation of this covenant shall have occurred if, in the event any such ratio is not met, then (A) 100% of excess cash (including all funds on deposit in the Equity Distribution Account) is used to prepay the principal amount of the Guaranteed Loan to the extent required comply with the Debt Services Coverage Ratios and (B) mandatory prepayments are made pursuant to Section 3.4.3(a)(vi)), such that the Debt Service Coverage Ratios meet the requirements herein by the last day of the immediately following fiscal quarter of the Borrower.

7.15.Commissions.

The Borrower shall not pay:

(a)any commission or fee to any other First Wind Entity or any Affiliate thereof for furnishing guarantees, counter-guarantees or similar credit support for any obligations undertaken in connection with the Project (other than as set forth in paragraph (b) below), or

(b)any fee to any other First Wind Entity or any Affiliate thereof with respect to or in connection with the development, construction, financing or operation of the Project, including salaries, bonuses, commissions, management fees, consulting fees, and technical assistance fees, other than amounts provided for in the Project O&M Agreement and the Administrative Services Agreement.

7.16.Amendment of and Notices Under Transaction Documents.

The Borrower shall not (other than to correct minor or technical errors that do not change any Person’s rights or obligations), except with the prior written consent of DOE acting in consultation with the Lender’s Engineer:

(a)directly or indirectly agree to any amendment, modification, termination, replacement of counterparty, supplement or waiver or waive any right to consent to any amendment, modification, termination, replacement of counterparty, supplement or waiver of any right with respect to, or assign any of the respective duties or obligations under:

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(i)any Project Document, except for Change Orders under any Construction Contract that (A) do not change the Construction Budget or the Project Milestone Schedule, except for Approved Construction Changes, (B) could not reasonably be expected to delay the occurrence of Operational Completion by more than thirty (30) days, and (C) could not reasonably be expected to have a Material Adverse Effect; provided, that the Borrower shall give DOE and the Lender’s Engineer prompt written notice of such Change Orders;

(ii)any Governmental Approval or other Required Consent, the effect of which could reasonably be expected to have a Material Adverse Effect;

(iii)any Loan Document (except a Loan Document to which a Credit Party is a party and for which amendment, modification, termination, supplement or waiver requires the consent of such Credit Party);

(iv)any Organizational Document; or

(v)any agreement replacing any Operator;

(b)certify, consent to or otherwise permit through a Change Order or otherwise for “Final Completion” to occur under the Project Construction Contract, “Project Completion” under the Turbine Supply Agreement, or “Final Completion” under the Battery Supply Agreement; or

(c)enter into any agreement other than any Loan Document restricting its ability to amend or otherwise modify any of the Transaction Documents.

7.17.Other Agreements.

The Borrower shall not enter into or become a party to any agreement, contract or loan commitment outside the ordinary course of business other than (a) the Transaction Documents as in effect on the Financial Closing Date, or (b) agreements, contracts or loan commitments expressly contemplated or permitted by the Transaction Documents as in effect on the Financial Closing Date, or (c) as contemplated by the Construction Budget, Project Milestone Schedule, the Operating Plan or the Operating Forecast.

7.18.Hedging Agreements.

The Borrower shall not enter into any Hedging Agreement.

7.19.Compromise or Settlement of Disputes.

The Borrower shall not agree or otherwise consent to settle or compromise any single litigation, arbitration or other dispute in excess of $1,000,000, or series of

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litigation, arbitration or other dispute proceedings in the aggregate in excess of $1,000,000, in each case without the prior written consent of DOE.

7.20.Abandonment of Project.

The Borrower shall not (a) abandon, agree to abandon or make any public statements regarding its intention to abandon the development, construction or operation of the Project, or take any action that could be deemed an “abandonment”, or transfer the Project to any Person, or (b) notify any Major Project Participant of its intent to terminate any Principal Project Document or the construction or operation of the Project.

7.21.Improper Use.

The Borrower shall not use, operate or occupy, or allow the use, maintenance, operation or occupancy of, any portion of the Project Site or Project in any manner or for any purpose: (a) that would be illegal or dangerous (unless safeguarded as required by Governmental Rules), (b) that could reasonably be expected to have a Material Adverse Effect, (c) that may make void, voidable or cancelable, or materially increase the premium of, any insurance then in force with respect to the Project or any part thereof, or (d) other than for the intended purpose thereof in the construction, operation and maintenance of the Project.

7.22.Assignment.

Other than the assignment of the Project Documents and Governmental Approvals to the Collateral Agent as security for the benefit of the Secured Parties, the Borrower shall not assign or otherwise transfer its rights under any of the Transaction Documents or Governmental Approvals to any Person.

7.23.Margin Regulations.

The Borrower shall not directly or indirectly apply any part of the proceeds of any Advance or other revenues to the purchasing or carrying of any margin stock within the meaning of Regulation T, U or X of the Board of Governors of the Federal Reserve of the United States, or any regulations, interpretations or rulings thereunder.

7.24.Environmental Laws.

The Borrower shall not undertake any action or Release any Hazardous Substances in violation of any Environmental Law and shall ensure that the Project shall be operated in compliance with all Environmental Laws and that the Project shall not be operated in any manner that would pose a hazard to public health or safety or to the environment, in each case unless such action could not reasonably be expected to have a Material Adverse Effect.

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7.25.ERISA.

Neither the Borrower nor any ERISA Affiliate shall adopt, establish, participate in, or incur any obligation to contribute to, any Employee Benefit Plan or incur any liability to provide post-retirement welfare benefits in violation of any Governmental Rule.

7.26.Investment Company Act.

The Borrower shall not take any action that would result in the Borrower being required to register as an “investment company” under the Investment Company Act.

7.27.Public Utility Holding Company Act.

The Borrower shall not take, nor permit any Affiliate to take any action that could result in the Borrower being subject to regulation under the Public Utility Holding Company Act.

7.28.Powers of Attorney.

The Borrower shall not grant any power of attorney or similar power to any Person, except (i) to its directors, officers and employees in the ordinary course of business, or (ii) in connection with Permitted Liens.

7.29.Prohibited Persons.

The Borrower shall not Knowingly enter into any transactions with any Person who is a Prohibited Person.

ARTICLE 8

EVENTS OF DEFAULT; REMEDIES

8.1.Events of Default.

The occurrence of any of the following events shall constitute an Event of Default hereunder:

(a)Failure to Make Payment Under Loan Documents. The Borrower shall fail to pay, in accordance with the terms of the DOE Credit Facility Documents or any other Loan Documents (whether by scheduled maturity, required prepayment, by acceleration or otherwise), (i) any principal of or interest on the DOE Guaranteed Loan on or before the date such amount is due, or (ii) any fee, charge or other amount due under any Loan Document on or before the date such amount is due.

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(b)Misstatements; Omissions. Any representation or warranty confirmed or made in any Loan Document by or on behalf of the Borrower, Kahuku Holdings, the Sponsor or the Project Operator or in any certificate, Financial Statement or other document provided by or on behalf of any such Person to any Credit Party or Independent Consultant in connection with the transactions contemplated by the Transaction Documents shall be found to have been incorrect, false or misleading in any material respect when made or deemed to have been made.

(c)Covenants and Other Agreements with Cure Period.

(i)The Borrower or any First Wind Entity shall fail to perform or observe any material term, covenant or agreement (other than those set forth in Sections 8.1(a), (b) and (d)) contained in any Loan Document to which it is a party, where such default has not been remedied within thirty (30) days or such other time period as may be specified in the applicable Loan Document if such default is remediable after any Authorized Official of such party receives notice or should reasonably have known of such failure.

(ii)Any Major Project Participant shall fail to perform or observe any material term, covenant or agreement (other than those set forth in Sections 8.1(a), (b) and (d)) contained in any Loan Document to which it is a party, where such default has not been remedied (or waived by DOE) within thirty (30) days or such other time period as may be specified in the applicable Loan Document if such default is remediable after any Authorized Official of such party receives notice or should reasonably have known of such failure.

(d)Covenants Without Cure Period. (i) The Borrower shall fail to perform or observe any of its obligations under (A) any term, covenant or agreement set forth in Section 6.1(h)(i) (Reporting Obligations), Section 6.3(b) (Maintenance of Property and Insurance), Section 6.13 (Use of Proceeds; Repayment of Indebtedness), Section 6.17 (Debt Service Reserve) or Article 7 (Negative Covenants) (except as provided in Section 7.14) or (B) any other negative covenant contained in any Loan Document to which it is a party, where such default has not been remedied within the cure period, if any, specified in such Loan Document, or (ii) the Borrower or any of its members, directors, officers, parents or subsidiaries, or any of its successors or assigns, shall fail to perform or observe any of its obligations under Section 7.29.

(e)Environmental Matters. (i) Any administrative, regulatory or judicial action, suit or proceeding under or relating to any Environmental Law or asserting any Environmental Claim shall have been instituted that has had or could reasonably be expected to have a Material Adverse Effect, or (ii) any Governmental Judgment is issued relating to any Environmental Claim, Environmental Law or any Governmental Approval issued under any

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Environmental Law that has had or could reasonably be expected to have a Material Adverse Effect.

(f)Breach or Default Under Project Documents. Any Project Participant shall breach or default under, or become unable to perform, any of its material agreements, conditions, terms or covenants contained in any Project Document to which it is a party and (i) such circumstance shall continue unremedied beyond any applicable cure period set forth therein, (ii) such breach has had or could reasonably be expected to have a Material Adverse Effect; provided, that if it is feasible to replace such defaulting party with a new counterparty that is acceptable to DOE and on terms satisfactory to DOE, in each case in DOE’s sole discretion, there shall be no default if such replacement occurs within the lesser of (x) ninety (90) days or (y) such shorter period as avoids the occurrence of a Material Adverse Effect; provided, further, that no such replacement option shall apply with respect to the Output Purchaser under the Power Purchase Agreement or the Turbine Supplier under the Turbine Supply Documents.

(g)Equity Funding Agreement; Sponsor Support Agreement; Sponsor Guarantee.

(i)The Sponsor or Kahuku Holdings fails to make payment when due under the Equity Funding Agreement, the Sponsor Support Agreement or the Sponsor Guarantee, and such failure continues for three (3) Business Days;

(ii)Any non-payment breach of or default under the Equity Funding Agreement, the Sponsor Support Agreement or the Sponsor Guarantee occurs and such default or breach continues beyond the applicable grace period;

(iii)The incurrence or creation of any Indebtedness for Borrowed Money of Kahuku Holdings; or

(iv)Prior to the Project Completion Date, any default or breach, in either event that could reasonably be expected to give the lender a right to accelerate the maturity of any Indebtedness of the Sponsor in excess of $10,000,000; provided, however, that this circumstance shall not constitute an Event of Default if within three (3) Business Days of such default or breach, the Sponsor prepays the DOE Guaranteed Loan in the amount of the then remaining, undrawn amount of the Sponsor Guarantee or applies the funds drawn under the Sponsor Guarantee otherwise as may be directed by DOE in its sole discretion.

(h)Unenforceability, Termination, Repudiation or Transfer of Any Transaction Document. This Common Agreement or any of the other Transaction Documents or any material provision hereof or thereof at any time for any reason (1) is or becomes invalid, illegal, void or unenforceable or any party thereto shall

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have repudiated or disavowed or taken any action to challenge the validity or enforceability of such agreement, (ii) except as otherwise expressly permitted hereunder, ceases to be in full force and effect except at the stated termination date thereof, or shall be assigned or otherwise transferred or prematurely terminated by any party thereto prior to the repayment in full of all Secured Obligations (other than with the prior written consent of DOE), or (iii) shall cease to give the Collateral Agent or any Credit Party in any material respect the Liens, rights, powers and privileges purported to be created thereby or hereby.

(i)Security Interests. Subject only to Permitted Liens, any of the Security Documents shall fail in any material respect to provide the Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby (including the priority intended to be created thereby) or such Lien shall fail to have the priority contemplated therefor in such Security Documents, or any such Security Document or Lien shall cease to be in full force and effect, or the validity thereof or the applicability thereof to the Advances, or any other obligations purported to be secured or guaranteed thereby or any part thereof, shall be disaffirmed by or on behalf of the Borrower or any other party thereto.

(j)Ownership of Borrower; Kahuku Holdings.

(i)Kahuku Holdings ceases to be the sole Equity Owner of Borrower or ceases to own and Control all Equity Interests in the Borrower; or

(ii)a Change of Control occurs.

(k)Default under Other Indebtedness.

(i)The Borrower shall default in the payment of any principal, interest or other amount due under any agreement or instrument evidencing, or under which the Borrower has outstanding at any time, any Indebtedness for Borrowed Money (other than the Advances) in an amount in excess of $500,000 for a period beyond any applicable grace period; or

(ii)any other default occurs under any such agreement or instrument, if the effect of such default is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness for Borrowed Money in an amount in excess of $500,000 (other than the Advances).

(l)Judgments.

(i)One or more Governmental Judgments or arbitral awards shall be entered against the Borrower, or, prior to the Project Completion Date, the Sponsor, and such Governmental Judgments or arbitral awards shall not be

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vacated, discharged or stayed or bonded pending appeal for any period of thirty (30) consecutive days, and the aggregate amount of all such Governmental Judgments and arbitral awards outstanding at any time (except to the extent any applicable insurer(s) shall have acknowledged liability therefor) exceeds $1,000,000 for the Borrower or $10,000,000 for the Sponsor.

(ii)One or more Governmental Judgments or arbitral awards shall be entered against any of the Major Project Participants other than the Borrower, or, prior to the Project Completion Date, the Sponsor, and such Governmental Judgments or arbitral awards shall not be vacated, discharged or stayed or bonded pending appeal for any period of thirty (30) consecutive days, and such Governmental Judgments and/or arbitral awards, either singly or in the aggregate, can reasonably be expected to have a Material Adverse Effect.

(iii)Notwithstanding paragraph (i) or (ii) above, one or more Governmental Judgments shall be entered against any Major Project Participant in the form of an injunction or similar form of relief requiring suspension or abandonment of construction or operation of the Project (or any material portion thereof) for a period of at least thirty (30) days and such Governmental Judgments shall not be vacated, discharged or stayed or bonded pending appeal for any period of thirty (30) consecutive days.

(m)Bankruptcy; Insolvency.

(i)Involuntary Bankruptcy, Etc. An Insolvency Proceeding shall have been commenced against (A) the Borrower or Kahuku Holdings, (B) prior to the Project Completion Date, the Sponsor, or (C) to the extent such proceeding could reasonably be expected to have a Material Adverse Effect, any Affiliate of the Borrower, and in each case if such proceeding continues undismissed for sixty (60) days.

(ii)Voluntary Bankruptcy, Etc. The institution of an Insolvency Proceeding by (A) the Borrower or Kahuku Holdings, (B) prior to the Project Completion Date, the Sponsor, or (C) to the extent such proceeding could reasonably be expected to have a Material Adverse Effect, any Affiliate of the Borrower; or the admission by such Person in writing of its inability to pay its Indebtedness generally as it becomes due or its general failure to pay its Indebtedness as it becomes due; or any other event shall have occurred that under any Governmental Rule would have an effect analogous to any of those events listed above in this Section 8.1(m)(ii)(C) with respect to any such Person; or any action is taken by any such Person for the purpose of effecting any of the foregoing.

(n)Governmental Approvals and Required Consents. Any Major Project Participant shall fail to obtain, renew, maintain or comply with any

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Governmental Approval or other Required Consent, or any such Governmental Approval or Required Consent shall be rescinded, terminated, suspended, modified, withdrawn or withheld or shall be determined to be invalid or shall cease to be in full force and effect; or any proceedings shall be commenced by or before any Governmental Authority for the purpose of rescinding, terminating, suspending, modifying, withdrawing or withholding any Governmental Approval, if such failure, termination, suspension, modification, withdrawal, withholding, revocation, proceeding or other event has had or could reasonably be expected to have a Material Adverse Effect.

(o)Use of Project Site. Pursuant to a final, non-appealable determination by a Governmental Authority, the Borrower shall cease to have the right to (i) possess and use the Project Site and the Improvements for the purpose of owning, constructing, maintaining and operating the Project in the manner contemplated by the Transaction Documents, for a period of thirty (30) consecutive days, or (ii) sell or otherwise dispose of any of its interest in the Project Site or the Project other than as permitted by the Loan Documents.

(p)Event of Loss. All or substantially all of the Project is destroyed or becomes permanently inoperative, or the Project suffers an actual or constructive loss or damage not covered by insurance, which could reasonably be expected to have a Material Adverse Effect.

(q)Suspension of Construction. Prior to the Project Completion Date, construction of the Project shall be suspended for a period of twenty (20) or more consecutive days; provided, that such period of permissible suspension shall be extended by any Event of Force Majeure delay permitted under the Power Purchase Agreement, but not to exceed a total of 360 days.

(r)Suspension of Operation. From and after the Project Completion Date, the Project ceases to operate for a period of twenty (20) or more consecutive days; provided, that such period of permissible suspension shall be extended by any Event of Force Majeure delay permitted under the Power Purchase Agreement, but not to exceed a total of 360 days.

(s)Failure of Physical Completion or Operational Completion to Occur; Insufficient Funding.

(i)Any of the following:

(A)Physical Completion has not occurred by the Guaranteed Physical Completion Date; or

(B)Operational Completion has not occurred by the Guaranteed Operational Completion Date; provided, that the Guaranteed

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Operational Completion Date shall be extended by ninety (90) days (the “Operational Completion Date Extension”) if each of the following conditions is satisfied to DOE’s satisfaction:

(1)all conditions to Operational Completion, except Achievement of Battery Completion, have been satisfied;

(2)Borrower certifies that it shall use its best efforts during the Operational Completion Date Extension to cause Achievement of Battery Completion to occur; and

(3)Borrower provides calculations (taking into account the reduction in anticipated Project revenues under the Power Purchase Agreement because of the lack of Achievement of Battery Completion and any funds available under the Sponsor Guarantee to prepay the DOE Guaranteed Loan) showing, throughout the term of the DOE Credit Facility Documents, a minimum annual Debt Service Coverage Ratio of 1.15 to 1.00 for the period beginning on the First Principal Payment Date and continuing until repayment in full of the DOE Guaranteed Loan;

provided, further, however, that if Achievement of Battery Completion has not occurred by the end of the Operational Completion Date Extension, the requirement of Achievement of Battery Completion for Operational Completion shall automatically be waived, if each of the following conditions is satisfied to DOE’s satisfaction:

(1)all conditions to Operational Completion, except Achievement of Battery Completion, have been satisfied;

(2)Borrower has used its best efforts during the Operational Completion Date Extension to cause Achievement of Battery Completion to occur;

(3)Sponsor has made the mandatory prepayment in accordance with Section 3.4.3(a)(vii); and

(4)Borrower provides calculations (taking into account the reduction in anticipated Project revenues under the Power Purchase Agreement because of the lack of Achievement of Battery Completion) showing, throughout the term of the DOE Credit Facility Documents, a minimum annual Debt Service Coverage Ratio of 1.15 to 1.00 for the period beginning on the First Principal Payment Date and continuing until repayment in full of the DOE Guaranteed Loan.

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(ii)At any time prior to the Project Completion Date, in the reasonable opinion of DOE, in consultation with the Lender’s Engineer as appropriate, the remaining Project Costs necessary to achieve Project Completion exceed the funds available to the Borrower and the Borrower fails within sixty (60) days after receiving notice thereof from DOE to arrange for the provision of the requisite funds (through additional Equity Contributions or Permitted Subordinated Loans) on terms and conditions and from parties reasonably acceptable to DOE.

(t)Notice of Termination under Certain Project Agreements. The giving of a notice of termination under any Principal Project Document or the occurrence of any event or circumstance entitling any Major Project Participant to give such a notice; provided, that if it is feasible to replace such Principal Project Document with a new Principal Project Document involving a counterparty that is acceptable to DOE and on terms satisfactory to DOE, in each case in DOE’s sole discretion, there shall be no default if such replacement occurs within the lesser of (x) ninety (90) days or (y) such shorter period as avoids the occurrence of a Material Adverse Effect; provided, further, that no such replacement option shall apply with respect to the Power Purchase Agreement or the Turbine Supply Documents.

(u)ERISA Events. There occurs one or more ERISA Events which individually or in the aggregate results in or otherwise is associated with any liability of the Borrower or any ERISA Affiliate during the term of this Common Agreement; or there exist any unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA.

(v)Extended Event of Force Majeure. The occurrence of an Event of Force Majeure that prevents the Borrower from performing its obligations under any Transaction Document for more than 180 days, or, if the Event of Force Majeure constitutes “Force Majeure” under Section 21 of the Power Purchase Agreement, then 360 days.

(w)Reserve Accounts. The Borrower shall fail to maintain each of the Project Revenue Account, Debt Service Reserve Account, Major Maintenance Reserve Account and Battery Replacement Reserve Account and to fund such Project Accounts in accordance with the applicable reserve requirements set forth in the Collateral Agency Agreement.

(x)Material Adverse Effect. The occurrence of any event or condition that has had or could reasonably be expected to have a Material Adverse Effect.

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(y)Foreign Assets Control Regulations, Prohibited Persons, Etc.

(i)Advances and Foreign Asset Control Regulations. The making of any Advances or the use of the proceeds thereof violates any Governmental Rule, including the Foreign Asset Control Regulations.

(ii)OFAC and Corrupt Practices Laws. Any First Wind Entity or any of their respective Principal Persons, members, parents, subsidiaries, employees and agents fail to comply with all applicable orders, rules, and regulations of OFAC, or all applicable Corrupt Practices Laws in obtaining any consents, licenses, approvals, authorizations, rights, or privileges with respect to the Project or are not otherwise conducting the Project or the business of the First Wind Entities in compliance with all applicable Corrupt Practices Laws.

(iii)First Wind Entity Prohibited Person. Any First Wind Entity or any of their Principal Persons, members, parents or subsidiaries is or becomes a Prohibited Person; provided, that if any such Principal Person, member, parent or subsidiary that becomes a Prohibited Person is removed or replaced with a Person reasonably acceptable to DOE within ten (10) days from the date that the Borrower Knew that such Principal Person, member, parent or subsidiary is a Prohibited Person, no Event of Default under this Section 8.1(y)(iii) shall be deemed to have occurred.

(iv)Major Project Participant Prohibited Person. Any Major Project Participant or any of their Principal Persons, members, parents or subsidiaries is or becomes a Prohibited Person and such Major Project Participant, Principal Person, member, parent or subsidiary is not removed or replaced with a Person reasonably acceptable to DOE within thirty (30) days from the date that the Borrower Knew that such Major Project Participant, Principal Person, member, parent or subsidiary is a Prohibited Person; provided, that the foregoing cure period is not available if the Output Purchaser or Turbine Supplier becomes a Prohibited Person.

(v)Transactions with a Prohibited Person.

(A)The Borrower Knowingly enters into any transaction with a Person who is a Prohibited Person.

(B)The Borrower enters into any transaction with a Person who is a Prohibited Person and does not remove or replace such Prohibited Person reasonably acceptable to DOE within thirty (30) days from the date that the Borrower Knew that such Person was a Prohibited Person.

(vi)First Wind Entity and Major Project Participant Change in Control. Any change in Control of any First Wind Entity or Major Project Participant occurs that results in such First Wind Entity or Major Project Participant being Controlled by a Prohibited Person; provided, that if any such Major Project

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Participant or such Prohibited Person Controlling such Major Project Participant is removed or replaced with a Person reasonably acceptable to DOE within thirty (30) days from the date that the Borrower Knew that such Major Project Participant became Controlled by a Prohibited Person, no Event of Default under this Section 8.1(y)(vi) shall be deemed to have occurred.

(vii)Collateral. Any of the Collateral shall be traded or used, directly or indirectly, by a Prohibited Person or by a Person organized in a Prohibited Jurisdiction.

For the avoidance of doubt, each clause of this Section 8.1 shall operate independently, and the occurrence of any such event shall constitute an Event of Default.

8.2.Remedies for Events of Default.

Upon the occurrence and during the continuance of an Event of Default, the Credit Parties may, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived (to the extent permitted by Governmental Rules), exercise any or all rights and remedies at law or in equity (in any combination or order that the Credit Parties, may elect), including, without limitation or prejudice to the Credit Parties’ other rights and remedies, the following:

(i)(A) refuse, and the Collateral Agent or any Credit Party shall not be obligated, to make or guarantee any further Advances or any payments from any Project Account or any Account Proceeds or other funds held by the Collateral Agent by or on behalf of the Borrower, and (B) suspend or terminate the DOE Credit Facility Commitment;

(ii)take those actions necessary to perfect and maintain the Liens of the Security Documents;

(iii)declare and make all sums of outstanding principal and accrued but unpaid interest remaining under this Common Agreement and the other Loan Documents together with all unpaid fees, Periodic Expenses and charges due hereunder or under any other Loan Document, payable on demand or immediately due and payable, whereupon such amounts shall immediately mature and become due and payable;

(iv)enter into possession of the Project (or any portion thereof) and perform any and all work and labor necessary to complete the Project (or any portion thereof) or to operate and maintain the Project (or any portion thereof), or otherwise foreclose upon or take possession of any Collateral Security and all

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sums expended by any such Person in so doing, together with interest on such amount at the Late Charge Rate, shall be repaid by the Borrower to such Person upon demand and shall be secured by the Security Documents, notwithstanding that such expenditures may, together with the aggregate amount of Advances under the DOE Credit Facility Documents, exceed the amount of the total DOE Credit Facility Commitment;

(v)set off and apply such amounts to the satisfaction of the Secured Obligations under all of the Loan Documents, including (A) all monies on deposit in any Project Account, (B) any Account Proceeds, (C) any amounts paid under the Equity Funding Agreement, the Sponsor Support Agreement or the Sponsor Guarantee, including any Reserve Letters of Credit issued thereunder, or (D) any other moneys of the Borrower on deposit with the Collateral Agent or any Credit Party;

(vi)prior to the occurrence of Operational Completion, require the Equity Investor to make an Accelerated Equity Contribution in an amount equal to the lesser of: (A) the balance of the undrawn Base Equity Commitment and all amounts of the Overrun Equity Commitment, and (B) the outstanding amount of the Secured Obligations at such time;

(vii)cure defaults;

(viii)proceed to protect and enforce its rights and remedies by appropriate proceedings, whether for damages or the specific performance of any provision of this Common Agreement or any other Transaction Document, or in aid of the exercise of any power granted in this Common Agreement or any other Transaction Document, or by law, or proceed to enforce the payment of any amount due and payable; and

(ix)exercise any and all rights and remedies available to it under any of the Transaction Documents with respect to the Project, the Borrower, Kahuku Holdings, the Sponsor, the Equity Owners and any other Project Participant and under the Collateral Security or otherwise under Governmental Rules; and

(x)in accordance with Section 609.10(e)(4) of the Applicable Regulations, take such other actions as DOE may reasonably require to provide for the care, preservation, protection, and maintenance of all Collateral so as to enable the United States to achieve maximum recovery upon default by Borrower on the Advances.

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8.3.Automatic Acceleration.

Upon the occurrence of an Event of Default referred to in Section 8.1(m) (Bankruptcy; Insolvency), (a) the DOE Credit Facility Commitment shall automatically be terminated, and (b) the Advances, together with interest accrued thereon, and all other amounts due under the Advances, in respect of the DOE Guaranteed Loan or under the Loan Documents, shall immediately mature and become due and payable, without any other presentment, demand, diligence, protest, notice of acceleration, or other notice of any kind, all of which the Borrower hereby expressly waives.

ARTICLE 9

AGENTS AND ADVISORS

9.1.Appointment of Agents.

In connection with the Project, each Credit Party hereby appoints, and by its signature below, each such Agent accepts such appointment:

(a)the Loan Servicer to act as Loan Servicer and authorizes it to exercise such rights, powers, authorities and discretions as are specifically delegated to the Loan Servicer by the terms of this Common Agreement and the other Loan Documents, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto; and

(b)the Collateral Agent to act as Collateral Agent and authorizes it to exercise such rights, powers, authorities and discretions as are specifically delegated to the Collateral Agent by the terms of this Common Agreement and the other Loan Documents, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto.

9.2.Duties and Responsibilities.

(a)No Agent shall have any duties or responsibilities except those expressly set out in this Common Agreement or in the other Loan Documents. Notwithstanding anything to the contrary contained herein or in any Loan Document, no Agent shall be required to take any action that is contrary to any Governmental Rule.

(b)DOE, and any subsequent Person acting as Loan Servicer under the Loan Documents, shall comply with all requirements of the Applicable Regulations with respect to servicing the Advances, including:

(i)In accordance with Section 609.10(d)(16) and Section 609.10(e)(3) of the Applicable Regulations, the Loan Servicer, with the assistance of the Collateral Agent, has taken and shall continue to take those actions

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necessary to perfect and maintain liens on assets which are pledged as collateral pursuant to the terms of the Security Documents;

(ii)In accordance with Section 609.10(f)(1) of the Applicable Regulations, the Loan Servicer shall keep such records concerning the project as are necessary for facilitating the effective and accurate audit and performance evaluation of the Project pursuant to the Applicable Regulations and Program Requirements;

(iii)In accordance with Section 609.10(g)(1) of the Applicable Regulations, any assignment or transfer of the servicing, monitoring, tracking, and reporting functions performed by the Loan Servicer must be approved by DOE in writing in advance of such assignment; and

(iv)In accordance with Section 609.10(g)(2) of the Applicable Regulations, for the purpose of identifying holders with the right to receive payment under the DOE Guarantee, the Loan Servicer shall develop a procedure for tracking and identifying holders of FFB Loans.

(c)In accordance with Section 609.10(e)(4) of the Applicable Regulations, the Collateral Agent shall take such other actions as DOE may reasonably require to provide for the care, preservation, protection, and maintenance of all Collateral so as to enable the United States to achieve maximum recovery upon default by Borrower on the Advances.

9.3.Rights and Obligations.

(a)Each Agent may:

(i)assume, absent actual knowledge or written notice to the contrary, that (A) any representation made by any Project Participant in connection with any Transaction Document is true; (B) no Event of Default or Potential Default exists; (C) no Project Participant is in breach of or in default under its obligations under any Transaction Document; and (D) any right, power, authority or discretion vested herein upon any other Agent or Independent Consultant has not been exercised;

(ii)assume, absent actual knowledge or written notice to the contrary, that any notice or certificate given by any Project Participant or Independent Consultant has been validly given by a Person authorized to do so and act upon such notice or certificate unless the same is revoked or superseded by a further such notice or certificate;

(iii)assume, absent actual knowledge or written notice to the contrary, that the address, telecopy and telephone numbers for the giving of any

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written notice to any Person hereunder is that identified in Schedule 11.1 until it has received from such Person a written notice designating some other office of such Person to replace any such address, or telecopy or telephone number, and act upon any such notice until the same is superseded by a further such written notice;

(iv)employ at the expense of the Borrower in accordance with Section 11.17, lawyers, accountants or other experts whose advice or services such Agent may reasonably determine are necessary, expedient or desirable, and pay reasonable and reasonably documented fees and expenses for the advice or service of any such Person and may rely upon any advice so obtained; provided, that no Agent shall be under any obligation to act upon such advice if it does not deem such action to be appropriate;

(v)rely on any matters of fact that might reasonably be expected to be within the knowledge of any Project Participant or any Independent Consultant upon a certificate signed by or on behalf of such party;

(vi)rely upon any communication or document reasonably believed by it to be genuine;

(vii)refrain from acting or continuing to act in accordance with any instructions of the Required Credit Parties to begin any legal action or proceeding arising out of or in connection with any Transaction Document until it shall have received such indemnity or security from the Borrower or such other Person (other than DOE and FFB) as it may reasonably require (whether by payment in advance or otherwise) for all costs, claims, losses, expenses (including reasonable legal fees and expenses) and liabilities that it will or may expend or incur in complying or continuing to comply with such instructions; and

(viii)seek instructions from the Required Credit Parties as to the exercise of any of its rights, powers, authorities or discretions hereunder, and in the event that it does so, it shall not be considered as having acted unreasonably when acting in accordance with such instructions or, in the absence of any (or any clear) instructions, when refraining from taking any action or exercising any right, power or discretion hereunder.

(b)Each Agent shall:

(i)except where DOE has supplied such notice or document to such Agent, promptly inform DOE of the contents of any notice or document that in its capacity as Agent it received from or delivers to: (A) the Borrower; (B) Kahuku Holdings; (C) any Project Participant; (D) the Collateral Agent; (E) any Independent Consultant; or (F) any Governmental Authority;

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(ii)promptly notify DOE of the occurrence of any Event of Default or Potential Default of which such Agent has written notice from any Person;

(iii)except as otherwise expressly provided in any Loan Document, perform its duties in accordance with any instructions given to it by the Required Credit Parties, which instructions shall be binding on all Credit Parties; and

(iv)if so instructed by the Required Credit Parties, refrain from exercising any right, power, authority or discretion vested in it as an Agent hereunder or under the other Loan Documents (other than rights arising under this Article 9 or Section 11.17).

9.4.No Responsibility for Certain Conduct.

(a)In connection with the Loan Documents, notwithstanding anything to the contrary expressed or implied herein or in the other Loan Documents, no Agent shall:

(i)be bound to inquire as to (A) whether or not any representation made by any other Person in connection with any Transaction Document is true; (B) the occurrence or otherwise of any Event of Default or Potential Default; (C) the performance by any other Person of its obligations under any of the Transaction Documents; or (D) any breach of or default by any other Person of its obligations under any of the Transaction Documents;

(ii)be bound to account to any Person for any sum or the profit element of any sum received by it for its own account except as expressly provided under the Loan Documents;

(iii)be bound to disclose to any Person any information relating to the Project or to any Person if such disclosure would, or might in its opinion, constitute a breach of any Governmental Rule or be otherwise actionable at the suit of any Person; or

(iv)be under any fiduciary duties or obligation other than those for which express provision is made in this Common Agreement or in any other Loan Document to which such Person is a party.

(b)No Agent shall have any responsibility for the accuracy or completeness of any information supplied by any Person (other than such Person) in connection with the Project or for the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other document referred to herein or provided for herein or therein or for any recitals, statements,

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representations or warranties made by the Borrower or any other Person contained in this Common Agreement or any other Transaction Document or in any certificate or other document referred to or provided for in, or received by such Agent, hereunder or thereunder. No Agent shall be liable as a result of any failure by the Borrower or its Affiliates or any Person party hereto or to any other Transaction Document (except such Agent) to perform their respective obligations hereunder or under any other Transaction Document or any document referred to or provided for herein or therein or as a result of taking or omitting to take any action hereunder or in relation to any Transaction Document, except to the extent of such Agent’s gross negligence or willful misconduct.

(c)Each Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Person.

(d)It is understood and agreed by each Credit Party (for itself and any Person claiming through it) that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of, and investigations into, the financial condition, creditworthiness, condition, affairs, status and nature of each Project Participant and, accordingly, each such Credit Party warrants to each Agent that it has not relied on and will not hereafter rely on such Agent:

(i)to check or inquire on its behalf into the adequacy, accuracy or completeness or any information provided by any Project Participant or Independent Consultant in connection with any of the Transaction Documents or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Project Participant or Independent Consultant by an Agent); or

(ii)to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Project Participant or Independent Consultant.

9.5.Defaults.

No Agent shall be deemed to have knowledge or notice of the occurrence of any Event of Default or Potential Default unless such Agent has knowledge of such Event of Default or Potential Default or has received a notice from a Project Participant, referring to this Common Agreement, describing such Event of Default or Potential Default and stating that such notice is a “notice of default.” If any Agent has knowledge of an Event of Default or Potential Default or receives such a notice of default, such Agent shall give prompt notice thereof to DOE, and DOE shall give prompt notice thereof to each Credit Party and each Independent Consultant. Each Agent shall take such action with respect to such Event of Default or Potential Default as is provided in Article 8 of this Common Agreement; provided, however, that unless and until such Agent shall have

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received such directions, it may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Potential Default as it shall deem advisable and in the best interest of the Credit Parties.

9.6.No Liability.

No Agent, nor any of its officers, directors, employees or agents shall be liable to any Project Participant or Independent Consultant for any action taken or omitted under this Common Agreement or under the other Loan Documents, or in connection therewith, except to the extent caused by the gross negligence or willful misconduct of such Agent, as determined by a court of competent jurisdiction in a final non-appealable Governmental Judgment. Each Credit Party (for itself and any Person claiming through it) hereby releases, waives, discharges and exculpates each Agent for any action taken or omitted by such Agent under this Common Agreement or under the other Loan Documents, or in connection therewith, except to the extent caused by the gross negligence or willful misconduct of such Agent as determined by a court of competent jurisdiction in a final non-appealable Governmental Judgment.

9.7.Fees and Expenses of Agents.

(a)The Borrower shall be responsible for paying the fees and expenses of each Agent in connection with the Project under all circumstances, pursuant to a separate written agreement with each Agent, without recourse to DOE by such Agent, any First Wind Entity, any Affiliate thereof or any other Person.

(b)In accordance with a letter agreement to be entered into between the Borrower and each Agent, the Borrower shall (i) from time to time on demand by such Agent, indemnify such Agent against any and all costs, claims, losses, expenses (including reasonable legal fees and expenses) and liabilities, that such Agent may incur in acting in its capacity as an Agent hereunder, other than by reason of its own gross negligence or willful misconduct; and (ii) without limitation of the foregoing, reimburse such Agent promptly upon demand for any out-of-pocket expenses (including reasonable legal fees and expenses) incurred by such Agent in connection with the preparation, execution, administration or enforcement of, or services provided in respect of rights or responsibilities under, the Transaction Documents.

(c)All payments or reimbursements under this Section 9.7 shall be due and payable (i) not later than ten (10) Business Days after the Borrower’s receipt of the Agent’s request therefor from time to time, and (ii) whether or not this Common Agreement is terminated or any Advance is made.

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(d)The Borrower and each Agent expressly acknowledge and agree that:

(i)DOE shall not be financially liable to such Agent for any services rendered or expenses incurred in connection with the Project under any circumstances whatsoever, including whether any Advance occurs or under circumstances in which the Borrower fails to pay such fees and expenses;

(ii)The Borrower shall acknowledge and pay all fees and expenses represented by periodic invoices for services rendered by such Agent to DOE with respect to the Project upon their periodic presentation thereof by such Agent, including prior to or on the Financial Closing Date;

(iii)While the services provided by such Agent shall be rendered for the benefit of DOE and the other Credit Parties in connection with the Project, the invoices of such Agent shall be the sole responsibility of the Borrower, notwithstanding that such Agent is an agent of DOE and the other Credit Parties; and

(iv)The Borrower specifically disclaims any implication of confidential, fiduciary or other client relationship (including an attorney-client relationship) between any First Wind Entity or any Affiliate thereof, and such Agent as a result of this Section 9.7 and shall not interfere with the relationship (including any attorney-client relationship and the ability to terminate the agency relationship) between such Agent and DOE and the other Credit Parties.

(e)The provisions of this Section 9.7 shall survive the termination of this Common Agreement and the other Loan Documents.

9.8.Resignation and Removal.

(a)Subject to Section 9.9, any Agent may resign its appointment hereunder at any time without providing any reason therefor by giving prior written notice to that effect to each of the other parties hereto.

(b)Subject to Section 9.9, DOE may remove any Agent from its appointment hereunder with or without cause by giving prior written notice to that effect to each of the other parties hereto.

9.9.Successor Agents.

(a)No resignation or removal pursuant to Section 9.8 shall be effective until:

(i)a successor for such Agent is appointed in accordance with (and subject to) the provisions of this Section 9.9;

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(ii)the resigning or removed Agent has transferred to its successor all of its rights and obligations in its capacity as an Agent under this Common Agreement and the other Loan Documents; and

(iii)the successor Agent has executed and delivered an agreement to be bound by the terms of this Common Agreement and the other Loan Documents and to perform all duties required of such Agent hereunder and under the other Loan Documents.

(b)If an Agent has given notice of its resignation pursuant to Section 9.8(a) or if DOE gives each other Agent notice of removal of any Agent pursuant to Section 9.8(b), or if the Required Credit Parties give the Loan Servicer notice of removal of the Loan Servicer pursuant to Section 9.8(b), then a successor to such Agent may be appointed by the Required Credit Parties (and, unless an Event of Default or Potential Default has occurred and is continuing, with the written consent of the Borrower, which consent shall not unreasonably be withheld or delayed) during the 90-day period beginning on the date of such notice in accordance with the terms of this Common Agreement but, if no such successor is so appointed within ninety (90) days after the above notice, the resigning or removed Agent may appoint such a successor. If a resigning or removed Loan Servicer appoints a successor, such successor shall (i) be authorized under all Governmental Rules to exercise corporate trust powers, and (ii) be acceptable to the Required Credit Parties (and, unless an Event of Default or Potential Default has occurred and is continuing, the Borrower, approval by which shall not unreasonably be withheld or delayed); provided, that if the Required Credit Parties and the Borrower, if applicable, do not confirm such acceptance in writing within sixty (60) days following selection of such successor by the resigning or removed Loan Servicer or otherwise appoint a successor within such 60-day period, then the Required Credit Parties and the Borrower, as the case may be, shall be deemed to have given such acceptance and such successor shall be deemed appointed as the successor to such resigning or removed Loan Servicer hereunder.

(c)If a successor to an Agent is appointed under the provisions of this Section 9.9, then:

(i)the predecessor Agent shall be discharged from any further obligation hereunder (but without prejudice to any accrued liabilities);

(ii)the resignation pursuant to Section 9.8(a) or removal pursuant to Section 9.8(b) of the predecessor Agent notwithstanding, the provisions of this Common Agreement shall inure to the predecessor Agent’s benefit as to any actions taken or omitted to be taken by it under this Common Agreement and the other Loan Documents while it was an Agent; and

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(iii)the successor Agent and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor Agent had been a party hereto beginning on the date of this Common Agreement.

9.10.Authorization.

Each Agent is hereby authorized by the Credit Parties to execute, deliver and perform each of the Loan Documents to which such Agent is or is intended to be a party.

9.11.Agent as Lender.

With respect to its commitment to lend or guarantee, the Advances made or guaranteed by it and any promissory notes issued to or guaranteed by it, any Person serving as an Agent hereunder shall have the same rights and powers under the Transaction Documents as any other lender or guarantor and may exercise the same as though it were not an Agent. The term “lender” or “lenders,” when used with respect to such Person, shall, unless otherwise expressly indicated, include such Person in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of and generally engage in any kind of business with any Person, without any duty to account therefor to the Credit Parties.

9.12.Appointment of Independent Consultants.

In connection with the Project, each Credit Party hereby appoints the Lender’s Engineer to serve under the Loan Documents and authorizes such Person to exercise such rights, powers, authorities and discretions as are specifically delegated to it pursuant to the Lender’s Engineer Advisory Agreement. By its execution of the Lender’s Engineer Advisory Agreement, the Lender’s Engineer accepts its appointment and delegation.

ARTICLE 10
REIMBURSEMENT AGREEMENT

10.1.Reimbursement Obligation.

If the Borrower defaults in any payment due to FFB under the DOE Guaranteed Loan or otherwise under any FFB Funding Document, and as a result of such payment default by the Borrower, DOE becomes obligated to make any payments to FFB or otherwise makes any payments to FFB pursuant to the DOE Guarantee (a “DOE Guarantee Payment”), the Borrower shall become immediately obligated to reimburse DOE in an amount (the “DOE Guarantee Payment Amount”) equal to the sum of (i) all DOE Guarantee Payments paid by DOE to FFB, and (ii) all

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costs or expenses incurred by DOE in connection therewith, whether by payment to FFB or otherwise; provided, however, that (x) any DOE Guarantee Payment shall not operate to satisfy the Borrower’s obligations to FFB under the DOE Guaranteed Loan or otherwise under the DOE Credit Facility Documents, and (y) to the extent of any DOE Guaranteed Payment, DOE shall be deemed hereunder to have been granted a participation in any or all of FFB’s rights under the Loan Documents and with respect to the Collateral Security.

10.2.Payments and Computations.

10.2.1.Interest.

The Borrower shall pay to DOE an amount (the “Borrower Reimbursement Obligations”) equal to the sum of (i) the DOE Guarantee Payment Amount, and (ii) interest on DOE Guarantee Payment Amount from the date the DOE Guarantee Payment was paid or incurred by DOE under the DOE Guarantee until payment in full by the Borrower to DOE of the DOE Guarantee Payment Amount, at a rate of interest equal to the rate of interest in effect under the FFB Note Purchase Agreement with respect to Overdue Amounts at the time of the payment default by the Borrower.

10.2.2.Method of Payment.

The Borrower shall make each payment with respect to Borrower Reimbursement Obligations hereunder (a “Borrower Reimbursement Payment”), irrespective of any right of counterclaim or set-off, in Dollars and in immediately available funds on or before the fifth (5th) Business Day following a written demand by DOE to the Borrower indicating the DOE Guarantee Payment Amount and the date it was paid or incurred by DOE, by wire transfer to the following account, or to such other account as may be specified by DOE from time to time:

U.S. Treasury Department
ABA No. 0210-3000-4 TREASNYC/CTR/BNF=D89000001
OBI=LGPO Loan No. 1103 — Guarantee Reimbursement

10.2.3.Taxes.

All Borrower Reimbursement Payments hereunder shall be made in accordance with Section 3.1.2.

10.2.4.Calculations.

All computations of interest or fees under this Common Agreement shall be made by the Loan Servicer, on the same basis as payments under the FFB Note Purchase Agreement.

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10.2.5.Determinations.

Each determination of an amount of interest or fees payable hereunder by the Loan Servicer shall be conclusive and binding for all purposes, absent manifest error.

10.3.Obligations Absolute.

To the fullest extent permitted by law, the Borrower Reimbursement Obligations are primary, absolute, irrevocable and unconditional, and shall be paid strictly in accordance with the terms of this Common Agreement under all circumstances whatsoever, including without limitation the following circumstances, whether or not with notice to or the consent of the Borrower:

(i)the occurrence, or the failure by DOE or any other Secured Party or any other Person to give notice to the Borrower of the occurrence, of any Event of Default or Potential Default under this Common Agreement or any default under any of the other Loan Documents;

(ii)the extension of the time for performance of any obligations, covenants or agreements of any Person under or arising out of any of the Loan Documents;

(iii)the existence of any claim set-off, counterclaim, defense or other rights of any kind or nature which (A) the Borrower, DOE or any other Person may have at any time against FFB or any transferee, or (B) the Borrower or any other Person may have at any time against DOE, whether in connection with the Loan Documents, the transactions contemplated therein or any unrelated transactions;

(iv)any failure, omission or delay on the part of (A) DOE to assert a defense to a DOE Guarantee Payment Amount under the DOE Guarantee or to otherwise contest the DOE Guarantee, or (B) DOE or any other Secured Party or the Borrower to enforce, assert or exercise any other right, power or remedy conferred by this Common Agreement or any of the Loan Documents;

(v)the taking or the omission on the part of DOE or any other Secured Party or the Borrower of any other actions or remedies referred to in any of the Loan Documents;

(vi)the compromise, settlement, release, modification, amendment (whether material or otherwise) or termination of any or all of the obligations, conditions, covenants or agreements of any Person in respect of any of the Loan Documents;

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(vii)any amendment or waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements of any Person contained in any of the Loan Documents;

(viii)the exchange, surrender, substitution or modification of any security for any of the Loan Documents;

(ix)any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the status of the Borrower or any other Person;

(x)any release, irregularity, invalidity, illegality, lack of genuineness, unenforceability or modification affecting this Common Agreement, the DOE Guarantee, the DOE Credit Facility Documents, or the other Loan Documents, or the transactions contemplated hereby or thereby;

(xi)the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of, the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings which affect the Borrower or any other Person party to any of the Loan Documents;

(xii)the release or discharge by operation of law of the Borrower from the performance or observance or any obligation, covenant or agreement contained in any of the Loan Documents;

(xiii)any statement or any other document presented under the DOE Guarantee proving to be forged, fraudulent, invalid or insufficient in respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(xiv)any determination by a court or arbitrator, or any settlement of a disputed claim by any party hereto or other Person, relating to this Common Agreement, the DOE Guarantee, the DOE Credit Facility Documents, or the other Loan Documents, or the transactions contemplated hereby or thereby;

(xv)any promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any liabilities of the Borrower, suit or taking of other action by DOE or any other Secured Party against any party liable thereon; or

(xvi)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

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10.4.Security.

10.4.1.Borrower Reimbursement Obligations Secured

The parties expressly acknowledge that the Collateral Security pledged under the Security Documents is pledged to secure payment by the Borrower of the Borrower Reimbursement Obligations.

10.4.2.Actions.

The Borrower expressly acknowledges that DOE is free to litigate, settle or otherwise satisfy or discharge its obligation with respect to any DOE Guarantee Payment Amount, and take any action under the Security Documents or otherwise with respect to the Collateral Security, as it may from time to time deem appropriate, and any failure by DOE to advise, notify, or consult with the Borrower shall not be a defense to, or in any way diminish, discharge or derogate from the Borrower Reimbursement Obligations hereunder.

10.5.DOE Rights.

10.5.1.Rights Cumulative.

DOE’s right to reimbursement provided for in this Article 10 shall be in addition to, and not in limitation of, any other claims, rights or remedies of subrogation, reimbursement, contribution, exoneration or indemnification or similar claims, rights or remedies, whether arising under contract, by statute, or otherwise that DOE may have from time to time.

10.5.2.Subrogation.

Without limiting the generality of Section 10.5.1, in accordance with Section 609.10(e)(2) of the Applicable Regulations, upon any DOE Guarantee Payment DOE shall be subrogated to the rights of FFB or any subsequent holder of the FFB Loan, including all related Liens and Collateral.

10.6.Further Assurances.

The Borrower shall cooperate with DOE in connection with the exercise of any of its rights under this Article 10 and agrees, promptly upon request by DOE, to execute, acknowledge and deliver all further instruments and documents, and take all such further acts as DOE may reasonably request from time to time in order to carry out the purposes of this Article 10 or to enable DOE to exercise and enforce its rights and remedies hereunder.

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ARTICLE 11
MISCELLANEOUS

11.1.Addresses.

Any communications, including any notices, between or among the parties to the Loan Document shall be given to the addresses listed in Schedule 11.1. All notices or other communications required or permitted to be given under the Loan Documents shall be in writing and shall be considered as properly given (a) if delivered in Person, (b) if sent by overnight delivery service for inland delivery or international courier for international delivery, (c) in the event overnight delivery service or international courier service is not readily available, if mailed by first class mail (or airmail for international delivery), postage prepaid, registered or certified with return receipt requested, (d) if sent by telecopy with transmission verified or (e) if transmitted by electronic mail (with such transmission verified). Notice so given shall be effective upon delivery to the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is validly transmitted if transmitted (with such transmission verified) before 2:00 p.m., recipient’s time, and if transmitted after that time, on the next following Business Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Any party shall have the right to change its address for notice under any of the Loan Documents to any other location by giving prior written notice to the other parties in the manner set forth hereinabove.

11.2.Further Assurances.

The Borrower shall fully cooperate with all Persons as may be necessary to ensure that each Credit Party receives any notices due to such Credit Party pursuant to the Transaction Documents. Each of the parties agrees that money damages would not be a sufficient remedy for any breach of this Section 11.2 and Section 6.23(b) and agrees that in addition to all other remedies, any court or arbitrator may award specific performance or other equitable relief as a remedy for any such breach.

11.3.Delay and Waiver.

No delay or omission in exercising any right, power, privilege or remedy under this Common Agreement or any other Loan Document, including any rights and remedies in connection with the occurrence of an Event of Default or Potential Default shall impair any such right, power, privilege or remedy of the Credit Parties, nor shall it be construed to be a waiver of any right, power, privilege or remedy or of any breach or default, or an acquiescence therein, or in any similar breach or default thereafter occurring, nor shall any waiver of any single right, power, privilege or remedy, or of any breach or default be deemed a waiver of any other right, power, privilege or remedy or of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any of the Credit Parties of any right,

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power, privilege or remedy including any rights and remedies in connection with the occurrence of an Event of Default or Potential Default or of any other breach or default under this Common Agreement or any other Loan Document, or any waiver on the part of any of the Credit Parties of any provision or condition of this Common Agreement or any other Transaction Document, must be in writing and shall be effective only to the extent in such writing specifically set forth. All rights, powers, privileges and remedies, either under this Common Agreement or any other Loan Document or by law or otherwise afforded to any of the Credit Parties, shall be cumulative and not alternative and not exclusive of any other rights, powers, privileges and remedies that such Credit Parties may otherwise have.

11.4.Right of Set-Off.

In addition to any rights now or hereafter granted under Governmental Rules or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, each Credit Party is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) and any other Indebtedness at any time held or owing by such Credit Party (including by any branches and agencies of such Credit Party wherever located) to or for the credit or the account of the Borrower against and on account of the Secured Obligations and liabilities of the Borrower to such Credit Party under this Common Agreement or any other Loan Document.

11.5.Amendment or Waiver.

Except as otherwise provided herein, neither this Common Agreement nor any of the terms hereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and signed by the Borrower, DOE, Loan Servicer and Collateral Agent. Any amendment to or waiver of this Common Agreement or any of the terms hereof that constitutes a ‘modification’ within the meaning set forth in Section 502(9) of the Federal Credit Reform Act of 1990 and OMB Circular A-11 may be subject to the availability to DOE of funds appropriated by the United States Congress to meet an increase, if any, in the Credit Subsidy Cost.

11.6.Entire Agreement.

This Common Agreement, including any agreement, document or instrument attached hereto or referred to herein, integrates all the terms and conditions mentioned herein or incidental hereto and supersedes all oral

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negotiations and prior agreements and understandings of the parties hereto in respect to the subject matter hereof.

11.7.Governing Law.

This Common Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, Federal law and not the law of any state or locality. To the extent that a court looks to the laws of any state to determine or define the Federal law, it is the intention of the parties hereto that such court shall look only to the laws of the State of New York without regard to the rules of conflicts of laws.

11.8.Severability.

In case any one or more of the provisions contained in any Loan Document should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties thereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

11.9.Calculations.

All financial data submitted pursuant to this Common Agreement and the other Loan Documents shall be prepared in accordance with GAAP, and all financial ratio tests applicable to the Borrower shall be based on definitions consistent with GAAP.

11.10.Limitation on Liability.

No claim shall be made by the Borrower or any of its Affiliates against any Credit Party or any of their Affiliates, directors, employees, attorneys or agents for any special, indirect, consequential or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Common Agreement or the other Transaction Documents or any act or omission or event occurring in connection therewith; and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

11.11.Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,

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THIS COMMON AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH CREDIT PARTY TO ENTER INTO THIS COMMON AGREEMENT AND THE OTHER LOAN DOCUMENTS.

11.12.Consent to Jurisdiction.

By execution and delivery of this Common Agreement, the Borrower irrevocably and unconditionally:

(a)submits for itself and its property in any legal action or proceeding against it arising out of or in connection with this Common Agreement or any other Loan Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of (i) the courts of the United States of America for the District of Columbia, (ii) the courts of the United States of America in and for the Southern District of New York, (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found, and (iv) appellate courts from any of the foregoing;

(b)consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Schedule 11.1 or at such other address of which DOE shall have been notified pursuant thereto;

(d)agrees that nothing herein shall (i) affect the right of any Credit Party to effect service of process in any other manner permitted by law or (ii) limit the right of any Credit Party to commence proceedings against or otherwise sue the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Governmental Rules; and

(e)agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or without the U.S. by suit on the judgment or otherwise as provided by law, a

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certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of the Borrower’s obligation.

11.13.Successors and Assigns.

(a)The provisions of this Common Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b)The Borrower may not assign or otherwise transfer any of its rights or obligations under this Common Agreement or under any Transaction Document without the prior written consent of DOE.

(c)FFB may assign any or all of its rights, benefits and obligations under the Loan Documents and with respect to the Collateral Security to any financial institution in accordance with the provisions of the DOE Credit Facility Documents.

(d)The Borrower or its agent shall maintain a register for the recordation of the names and addresses of the Lenders and the principal amounts of the Advances owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, any Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

11.14.Participations.

FFB may from time to time sell or otherwise grant participations in any or all of its rights and obligations under the Loan Documents and with respect to the Collateral Security without the consent of the Borrower. In such case, Borrower and any Agent shall continue to deal exclusively with FEB and the provisions of this Agreement shall apply as if no such participation had been sold or granted.

11.15.Reinstatement.

This Common Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Borrower’s obligations hereunder, or any part thereof, is, pursuant to Governmental Rules, rescinded or reduced in amount, or must otherwise be restored or returned by any Credit Party. In the event that any payment or any part thereof is so rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed

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reduced only by such amount paid and not so rescinded, reduced, restored or returned.

11.16.No Partnership; Etc.

The Credit Parties and the Borrower intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Common Agreement or in any other Loan Document shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by, between or among the Credit Parties and the Borrower or any other Person. The Credit Parties shall not be in any way responsible or liable for the indebtedness, losses, obligations or duties of the Borrower or any other Person with respect to the Project or otherwise. All obligations to pay real property or other taxes, assessments, insurance premiums, and all other fees and Periodic Expenses arising from the ownership, operation or occupancy of the Project and to perform all obligations under the agreements and contracts relating to the Project shall be the sole responsibility of the Borrower.

11.17.Payment of Costs and Expenses.

(a)(i)The Borrower shall, whether or not the transactions herein contemplated are consummated, pay or reimburse, without duplication: all reasonable and reasonably documented out-of-pocket costs and expenses of each Credit Party (including all commissions, charges, costs and expenses for the conversion of currencies and all other costs, charges and expenses, including all fees and Periodic Expenses of the legal counsel, consultants and advisors for any of the foregoing) made, paid, suffered or incurred in connection with (A) the translation, negotiation, preparation, execution and delivery and, where appropriate, authentication, registration and recordation of this Common Agreement, the other Transaction Documents and any other documents and instruments related hereto or thereto (including legal opinions), and (B) the authentication, registration, translation and recordation (where appropriate) of any of the Transaction Documents and the delivery of the evidences of Indebtedness relating to the Advances and the disbursements thereof.

(ii)The Borrower shall also pay or reimburse, without duplication, all reasonable and reasonably documented out-of-pocket costs and expenses of each Credit Party (including all commissions, charges, costs and expenses for the conversion of currencies and all other costs, charges and expenses including all fees and Periodic Expenses of the legal counsel, consultants and advisors for any of the foregoing) made, paid, suffered or incurred in connection with (A) any amendment or modification to, or the protection or preservation of any right or claim under, or consent or waiver in connection with, this Common Agreement or any other Transaction Document, any such other document or instrument related hereto or thereto or any Collateral Security, and

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(B) the administration, preservation in full force and effect and enforcement (including with respect to a work out) of this Common Agreement, the other Transaction Documents and any other documents and instruments referred to herein or therein (including the fees and disbursements of counsel for each Credit Party and travel costs), and (C) the fees and expenses of the Lender’s Engineer and other Independent Consultants from time to time retained pursuant to the Loan Documents.

(b)The Borrower shall, whether or not the transactions herein contemplated are consummated, (i) indemnify each of the Credit Parties (each an “Indemnified Person” and, collectively, the “Indemnified Parties”) and each of its respective officers, directors, employees, representatives, attorneys and agents from and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding or inquiry (whether or not such Indemnified Person is a party thereto) related to the entering into and performance of any Transaction Document or the disbursement of, or use of the proceeds of, any Advance or the consummation of any transactions contemplated herein or in any Transaction Document, including the fees and Periodic Expenses of counsel selected by such Indemnified Person incurred in connection with any such investigation, litigation or other proceeding or in connection with enforcing the provisions of this Section 11.17 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person or its officers, directors, employees, representatives, attorneys or agents, as the case may be, as determined pursuant to a final, non-appealable judgment by a court of competent jurisdiction) (collectively, “Indemnity Claims”).

(c)Without limitation to the provisions of Section 11.17(b) above, the Borrower agrees to defend, indemnify and hold harmless each Indemnified Person and each of its respective directors, officers, shareholders, agents, employees, participants, successors and assigns, from and against any and all Claims.

(d)All sums paid and costs incurred by any Indemnified Person with respect to any matter indemnified hereunder shall bear interest at the Late Charge Rate applicable to their respective Advance from the date the Borrower receives notice thereof from such Indemnified Person, until reimbursed by the Borrower, and all such sums and costs shall be added to the Secured Obligations and be secured by the Security Documents and shall be immediately due and payable on demand. Each such Indemnified Person shall promptly notify the Borrower in a timely manner of any such amounts payable by the Borrower hereunder, provided that any failure to provide such notice shall not affect the Borrower’s obligations under this Section 11.17.

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(e)Each Indemnified Person within ten (10) days after the receipt by it of notice of the commencement of any action for which indemnity may be sought by it, or by any Person controlling it, from the Borrower on account of the agreements contained in this Section 11.17, shall notify the Borrower in writing of the commencement thereof, but the failure of such Indemnified Person to so notify the Borrower of any such action shall not release the Borrower from any liability that it may have to such Indemnified Person.

(f)To the extent that the undertaking in the preceding clauses of this Section 11.17 may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Governmental Rules to the payment and satisfaction of such undertakings.

(g)The provisions of this Section 11.17 shall survive foreclosure under the Security Documents and satisfaction or discharge of the Secured Obligations, and shall be in addition to any other rights and remedies of any Indemnified Person.

(h)Any amounts payable by the Borrower pursuant to this Section 11.17 shall be payable within the later to occur of (i) ten (10) Business Days after the Borrower receives an invoice for such amounts from any applicable Indemnified Person, and (ii) five (5) Business Days prior to the date on which such Indemnified Person expects to pay such costs on account of which the Borrower’s indemnity hereunder is payable, and if not paid by such applicable date shall bear interest at the Late Charge Rate from and after such applicable date until paid in full.

(i)The Borrower shall be entitled, at its expense, to participate in the defense thereof provided that such Indemnified Person shall have the right to retain its own counsel, at the Borrower’s expense, and such participation by the Borrower in the defense thereof shall not release the Borrower of any liability that it may have to such Indemnified Person. Any Indemnified Person against whom any Claim is made shall be entitled, after consultation with the Borrower and upon consultation with legal counsel wherein such Indemnified Person is advised that such Claim is meritorious, to compromise or settle any such Claim. Any such compromise or settlement shall be binding upon the Borrower for purposes of this Section 11.17.

(j)Upon payment of any Claim by the Borrower pursuant to this Section 11.17, the Borrower, without any further action, shall be subrogated to any and all claims that such Indemnified Person may have relating thereto, and such Indemnified Person shall at the request and expense of the Borrower cooperate with the Borrower and give at the request and expense of the Borrower

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such further assurances as are necessary or advisable to enable the Borrower vigorously to pursue such claims.

(k)Notwithstanding any other provision of this Section 11.17, the Borrower shall not be entitled to any (i) notice, (ii) participation in the defense of (iii) consent rights with respect to any compromise or settlement, or (iv) subrogation rights, in each case except as otherwise provided for pursuant to this Section with respect to any action, suit or proceeding against the Borrower, the Project Operator, Kahuku Holdings or the Sponsor.

11.18.Counterparts.

This Common Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties shall constitute a single binding agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Common Agreement to be executed and delivered by their respective officers or representatives hereunto duly authorized as of the date first written above.

KAHUKU WIND POWER, LLC
By: Kahuku Holdings, LLC, its Member
By:	/s/ Robert S. Schauer
Name:
Title:

IN WITNESS WHEREOF, the parties hereto have caused this Common Agreement to be executed and delivered by their respective officers or representatives hereunto duly authorized as of the date first written above.

U.S. DEPARTMENT OF ENERGY,
as Credit Party
By:	/s/ illegible
Its:
U.S. DEPARTMENT OF ENERGY,
as Loan Servicer
By:	/s/ illegible
Its:

IN WITNESS WHEREOF, the parties hereto have caused this Common Agreement to be executed and delivered by their respective officers or representatives hereunto duly authorized as of the date first written above.

MIDLAND LOAN SERVICES, INC.,
as Collateral Agent
By:	/s/ Bradley J. Hauger
Name:	Bradley J. Hauger
	Senior Vice President
Its:	Servicing Officer

Exhibits to Common Agreement

A	Definitions
Al	Project Costs and Financial Plan
A2	Definition of Project Completion
A3	Definition of DOE Requirements
A4	Davis-Bacon Provisions for Davis-Bacon Act Covered Contracts
B	Rules of Interpretation
C1	Form of Borrower Certificate (Initial Closing)
C2	Form of Borrower Certificate (Quarterly Approval Date)
Dl	Form of Lenders’ Engineer Certificate (Initial Closing)
D2	Form of Lenders’ Engineer Certificate (Quarterly Approval Date)
El	Form of Sponsor’s Certificate (Initial Closing)
E2	Form of Sponsor’s Certificate (Quarterly Approval Date)
E3	Form of Kahuku Holdings LLC Certificate (Initial Closing)
E4	Form of Kahuku Holdings LLC Certificate (Quarterly Approval Date)
Fl	Form of Insurance Advisor Certificate (Initial Closing)
F2	Form of Insurance Advisor Certificate (Quarterly Approval Date)
GI	Form of Collateral Agent Certificate (Initial Closing)
G2	Form of Collateral Agent Certificate (Quarterly Approval Date)
G3	Form of Collateral Agent Certificate (Advance)
H	Form of Sponsor’s Certificate (Advance)
I	Form of Financial Officer Certificate (Initial Closing)
J	Form of Construction Progress Report
K	Form of Project Operator Certificate (Initial Closing)
L	[Reserved]
M	Form of Master Advance Notice
N	Form of Drawstop Notice
O1	Form of Monthly Reporting Certificate
O2	Form of Quarterly Reporting Certificate
P	Form of Project Completion Certificate

Exhibit A

to Common Agreement

DEFINITIONS

“Accelerated Equity Contribution” As defined in the Equity Funding Agreement.

“Account Control Agreement” Any and all agreements pursuant to which a Secured Party obtains control of a deposit account or a securities account within the meaning of Section 9-104 or Section 8-106, respectively, of the Uniform Commercial Code of any applicable jurisdiction, to secure the Secured Obligations, including that certain Account Control Agreement by and among the Collateral Agent, as that bank at which the deposit account is maintained, the Collateral Agent, as Secured Party, and Borrower.

“Account Proceeds” As defined in the Collateral Agency Agreement.

“Achievement of Battery Completion” Achievement of “Commissioning Completion” and “Substantial Completion,” as each term is defined under the Battery Purchase Agreement.

“Action” Any (i) action, suit, or proceeding of or before any Governmental Authority, (ii) investigation by a Governmental Authority or (iii) arbitral proceeding.

“Additional Project Documents” All of the contracts necessary for or material to the construction and operation of the Project entered into by the Borrower subsequent to the Financial Closing Date.

“Administrative Services Agreement” The Administrative Services Agreement by and between the Project Operator and Kahuku Power Partners, LLC.

“Advance” An advance or a borrowing of the DOE Guaranteed Loan made pursuant to the Common Agreement and the DOE Credit Facility Documents.

“Advance Conditions Precedent” As defined in Section 4.3.

“Advance Date” A Business Day on which FFB makes an Advance in accordance with Article 2.

“Advance Schedule” A schedule detailing the expected dates and amounts of proposed Advances and Equity Contributions to fund Project Costs, prepared

by the Borrower and certified by the Lenders’ Engineer, as amended from time to time in accordance with Section 6.8(c).

“Affiliate” As to any Person, any other Person that directly or indirectly Controls, or is under common Control with, or is Controlled by, such Person; provided, however, that in any event and for all purposes of the Loan Documents, the Sponsor, Kahuku Holdings or any Affiliate thereof shall be deemed an “Affiliate” of the Borrower.

“Agents” Collectively, the Loan Servicer and the Collateral Agent.

“ALTA Survey” The ALTA survey prepared by ControlPoint Surveying, Inc. with respect to the Project Site.

“Anticipated Financial Completion Date” September 30, 2011.

“Anticipated Operational Completion Date” March 31, 2011.

“Anticipated Physical Completion Date” February 28, 2011.

“Anticipated Project Completion Date” October 31, 2011.

“Applicable Margin” As defined in the DOE Credit Facility Documents.

“Applicable Regulations” The final regulations with respect to Title XVII, at 10 CFR Part 609, and any other applicable regulations from time to time promulgated to implement Title XVII.

“Application” The Loan Guarantee Application of the Borrower for a DOE Guarantee under Title XVII.

“Approved Construction Changes” As defined in Section 6.8.

“Approved Pre-Closing Equity Credit” The sum of (i) the appraised value of the Project Site, and (ii) an amount designated in the Development Costs Statement as contributed to the Borrower and approved by DOE for application to the Base Equity Commitment in accordance with Section 2.4.2.

“Approved Pre-Closing Equity Credit Balance” As of any date, the amount of the Approved Pre-Closing Equity Credit less the aggregate amount of Equity Contributions allocated from the Approved Pre-Closing Equity Credit.

“Asset Pledge Documents” As defined in Section 4.1.1.

“Authorized Official” With respect to any Person, (i) the President, the Vice President, the Treasurer, the Assistant Treasurer, the Senior Vice President

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of Asset Management, or any other Financial Officer of such Person, and (ii) with respect to the Borrower, the Operator, Kahuku Holdings and the Sponsor, only those individuals holding any of the foregoing positions whose name appears on a certificate of incumbency delivered concurrently with the execution of the Common Agreement, as such certificate of incumbency may be amended from time to time to identify names of the individuals then holding such offices and the capacity in which they are acting.

“Availability Period” The period from the Financial Closing Date thin and including January 28, 2012.

“Bankruptcy Law” Any insolvency, reorganization, moratorium or similar law for the general relief of debtors in any relevant jurisdiction.

“Base Case Projections” A projection of operating results for the Project over a period ending no sooner than twelve (12) fiscal months after the Maturity Date, showing on a basis consistent with the Operating Plan, the Operating Forecast, and the Transaction Documents at a minimum the Borrower’s good faith projections based on assumptions that were believed by the Borrower to be reasonable as of the date made, as of the Initial Advance Date or such later date as of which such Base Case Projections have been revised, of revenues, expenses, cash flow, Debt Service Coverage Ratios and sources and uses of revenues over the forecast period, as updated from time to time in accordance with Section 6.1(r).

“Base Equity” As defined in the Equity Funding Agreement.

“Base Equity Commitment” The obligation of the Equity Investor under the Equity Funding Agreement to fund (i) 21% of all Eligible Base Project Costs, and (ii) 100% of all Ineligible Base Project Costs, in an aggregate minimum amount of $34,176,826.

“Base Project Costs” The Borrower’s estimate as of the Financial Closing Date of Total Project Costs, in the aggregate amount of $151,507,794 (which includes $6,923,208 of budgeted Contingencies).

“Battery” The battery energy storage system purchased by the Borrower under the Battery Purchase Agreement.

“Battery O&M Agreement” The Service and Maintenance Agreement between Borrower and Battery Operator, dated as of May 21, 2010.

“Battery Operator” Xtreme Power, Inc., a corporation organized and existing under the laws of Delaware.

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“Battery Purchase Agreement” The Equipment Purchase and Installation Agreement between Borrower and Battery Supplier, dated as of November 24, 2009, as amended by Change Order No. 1, dated as of May 21, 2010, as further amended by Amendment No. 1 to Equipment Purchase and Installation Agreement, dated June 23, 2010, and each other agreement entered into by such parties pursuant to the Battery Purchase Agreement, including that certain Three-Party Escrow Service Agreement among Borrower, Battery Supplier and Iron Mountain Intellectual Property Management, Inc., as escrow agent, dated as of May 21, 2010, but excluding the Battery O&M Agreement.

“Battery Replacement Reserve” As defined in the Collateral Agency Agreement.

“Battery Replacement Reserve Account” As defined in the Collateral Agency Agreement.

“Battery Supplier” Xtreme Power, Inc., a corporation organized and existing under the laws of Delaware.

“Biological Opinion” The No Jeopardy Biological Opinion issued by the U.S. Fish and Wildlife Services, dated as of May 13, 2010.

“Borrower” Kahuku Wind Power, LLC, a limited liability company organized and existing under the laws of Delaware.

“Borrower Certificate” A certificate executed by an Authorized Official of the Borrower that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit C1, (ii) with respect to any certificate delivered pursuant to Section 4.2, dated as of the Periodic Approval Date and substantially in the form attached as Exhibit C2, (iii) a Master Advance Notice delivered pursuant to Section 4.3, substantially in the form attached as Exhibit M, (iv) delivered as a condition precedent to Project Completion, or (v) with respect to any other certification to be made by the Borrower pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

“Borrower Reimbursement Obligations” As defined in Section 10.2.1.

“Borrower Reimbursement Payment” As defined in Section 10.2.2.

“Borrower’s Accountant” Ernst & Young LLP, or such other firm of independent public accountants as may be appointed by the Borrower pursuant to Section 6.2(e).

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“Business Day” Any day other than a Saturday, Sunday or any other day on which either FFB or the Federal Reserve Bank of New York are not open for business.

“Buy American Provisions” means Section 1605 of Title XVI of Division A of the Recovery Act, 2 C.F.R. Sections 176.140 and 176.160, and the OMB Implementing Guidance, and, in each case, any amendment, supplement or successor thereto, including any relevant regulation or guidance which may be issued by DOE.

“Capital Expenditures” All expenditures that should be capitalized in accordance with GAAP.

“Capital Lease” Any lease of (or other agreement conveying the right to use) property, real or personal, which would be required, in accordance with GAAP, to be capitalized and accounted for as a capital lease on a balance sheet of the lessee.

“Cash Flow Available for Debt Service” For any period, the sum determined in accordance with GAAP for such period of (i) net income, plus (ii) depreciation, amortization, deferred taxes and other non-cash expenses, to the extent deducted in determining net income, minus (iii) any increases in working capital from the previous period, plus (iv) any decreases in working capital from the previous period, plus (v) any interest and fees paid, to the extent deducted in determining net income, minus (vi) Capital Expenditures.

“Cash Grant” The cash grant in lieu of electricity production credits under Section 45 of the Internal Revenue Code and energy credits under Section 48 of the Internal Revenue Code from the U.S. Department of the Treasury under Section 1603 of the Recovery Act (or any successor program) with respect to construction of the Project.

“Change of Control” Any change such that, prior to the Project Completion Date, the Sponsor fails to own a minimum of 92% of the Equity Interests of Kahuku Holdings, and after the Project Completion Date, Sponsor fails to own a minimum of 51% of the Equity Interests of Kahuku Holdings.

“Change of Law” Any change in any Governmental Rule or the application or requirements thereof, or required or directed compliance by any Person with any request or directive (whether or not having the force of law but if not having the force of law, being of a type with which they customarily comply) of any Governmental Authority issued after the Financial Closing Date.

“Change Orders” With respect to any Construction Contract, as defined in such Construction Contract.

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“Collateral” The Collateral Security granted to the Collateral Agent under the Security Documents.

“Collateral Agency Agreement” The Collateral Agency Agreement dated as of the Financial Closing Date, among the Borrower, the Collateral Agent, the Loan Servicer and DOE.

“Collateral Agent” Midland Loan Services, Inc., as appointed in the Collateral Agency Agreement.

“Collateral Agent Certificate” A certificate executed by an Authorized Official of the Collateral Agent that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit G1, (ii) with respect to any certificate delivered pursuant to Section 4.2, dated as of the Periodic Approval Date and substantially in the form attached as Exhibit G2, (iii) with respect to any certificate delivered pursuant to Section 4.3, dated as of the Requested Advance Date and substantially in the form attached as Exhibit G3, (iv) delivered as a condition precedent to Project Completion, or (v) with respect to any other certification to be made by the Collateral Agent pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

“Collateral Security” All real or personal property, assets, revenues, and equity interests, whether now existing or hereinafter acquired, that are subject to or are intended to be or become subject to the security interest or lien granted by any of the Security Documents.

“Commencement of Construction” The occurrence of the following: (i) the Borrower has completed all pre-construction engineering and design, has received all necessary licenses, permits and local and national environmental clearances, has engaged all contractors and ordered all essential equipment and supplies as, in each case, can reasonably be considered necessary so that physical construction of the Project may begin (or, if previously interrupted or suspended, resume) and proceed to completion without foreseeable interruption of material duration, and (ii) such physical construction (including, at a minimum, excavation for foundations or the installation or erection of improvements) at the Project Site has begun (or resumed).

“Common Agreement” The Common Agreement, dated as of the Financial Closing Date, among the Borrower, DOE, Loan Servicer and the Collateral Agent, to which this Exhibit A is appended. The Common Agreement constitutes the “Loan Guarantee Agreement” referred to in the Applicable Regulations.

“Comptroller General” The Comptroller General of the United States.

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“Construction Budget” The Construction Budget delivered by the Borrower to each Credit Party pursuant to Section 4.1.4(v), as amended from time to time by Approved Construction Changes pursuant to Section 6.8(c), setting forth total Project Costs and a detailed budget (each by category on an aggregate basis) to design, develop, construct, and start up the Project through the Project Completion Date (inclusive of the cost of all Punch List Items) under the Construction Contracts.

“Construction Change” As defined in Section 6.8.

“Construction Contractor” Each of (i) the Project Construction Contractor, and (ii) any material subcontractor under any Construction Contract.

“Construction Contracts” Each of (i) the Project Construction Contract, and (ii) any material subcontract under the Project Construction Contract.

“Construction Documents” As defined in Section 4.1.2.

“Construction Notice to Proceed” With respect to each Construction Document, as defined in such Construction Document.

“Construction Period” The period prior to the Project Completion Date.

“Construction Progress Report” A construction progress report prepared monthly by the Borrower, which shall include (i) a detailed assessment of the progress of construction to date in comparison with the Construction Budget and Project Milestone Schedule then in effect for such monthly period (along with an explanation of material delays, if any) and the expected progress of construction, (ii) Contingencies used or reasonably expected to be used, (iii) any events that have occurred or are reasonably expected to occur that would materially affect the construction schedule, (iv) a description and explanation of any material casualty losses, and (v) material disputes between the Borrower and any Person.

“Construction Work” With respect to each Construction Document, as defined in such Construction Document.

“Contingencies” The line item for “Contingency” included in the Construction Budget.

“Contingent Obligation” As to any Person, any obligation of such Person with respect to any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, as a guarantee or otherwise; (i) for the purchase, payment or discharge of any such primary obligation; (ii) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, including the obligation

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to make take-or-pay or similar payments; (iii) to advance or supply funds; (iv) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor; (v) to purchase property, securities or services primarily for the purpose of assuring the holder of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (vi) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof, including with respect to letter of credit obligations, swap agreements, foreign exchange contracts and other similar agreements (including agreements relating to derivative instruments); provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Control” (including, with its correlative meanings, “controlled by” and “under common control with”) as used with respect to any Person, means possession, directly or indirectly, of the power to direct or cause the direction of management or policies of such Person (whether through ownership of voting securities or partnership or other ownership interests, by contract, or otherwise); provided, however, that in any event and for all purposes of the Loan Documents, any Person that owns directly or indirectly 10% or more of the securities having ordinary voting powers for the election of directors or other applicable governing body of another Person (but excluding limited partnership interests and tax equity investors) shall be deemed to Control such other Person.

“Corrupt Practices Laws” (i) the Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95-213, §§101-104), as amended, and (ii) any equivalent U.S. or foreign Governmental Rule.

“Cost Overrun” Any Project Cost in excess of the Base Project Cost (excluding the Contingencies) amount budgeted therefor in the relevant line item of the Construction Budget as in effect on the Financial Closing Date (after taking into account any reallocations (other than from Contingencies) among line items permitted pursuant to Section 6.8(b)).

“Covered Taxes” As defined in Section 3.1.2.

“Credit Parties” DOE, the Collateral Agent, FFB and the Loan Servicer.

“Credit Subsidy Cost” As defined in §609.2 of the Applicable Regulations.

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“Davis-Bacon Act” Subchapter IV of Chapter 31 of Part A of Subtitle II of Title 40 of the United States Code, including and as implemented by the regulations set forth in Parts 1, 3 and 5 of title 29 of the Code of Federal Regulations.

“Debarment Regulations” (i) The Government-wide Debarment and Suspension (Non-procurement) regulations (Common Rule), 53 Fed. Reg. 19204 (May 26, 1988), (ii) Subpart 9.4 (Debarment, Suspension, and Ineligibility) of the Federal Acquisition Regulations, 48 C.F.R. 9.400 - 9.409, and (iii) the revised Government-wide Debarment and Suspension (Non-procurement) regulations (Common Rule), 60 Fed. Reg. 33037 (June 26, 1995).

“Debt Collection Improvement Act” The Debt Collection Improvement Act of 1996, as amended from time to time.

“Debt Service” With respect to any computation period, the sum of (i) scheduled principal, interest expense and financing fees to be paid under the DOE Credit Facility Documents during such period, (ii) other fees and amounts paid or scheduled to be payable to any Credit Party during such period, and (iii) all other payments with respect to other Indebtedness for Borrowed Money of the Borrower.

“Debt Service Coverage Ratio” With respect to any computation period, the ratio of (i) Cash Flow Available for Debt Service for such period, to (ii) Debt Service for such period.

“Debt Service Payment Account” As defined in the Collateral Agency Agreement.

“Debt Service Reserve” As defined in Section 6.17.

“Debt Service Reserve Account” As defined in the Collateral Agency Agreement.

“Debt Service Reserve Requirement” As of the earlier to occur of (a) the last Quarterly Payment Date prior to the anticipated occurrence of Operational Completion and (b) the date of the final Advance pursuant to the Common Agreement and the DOE Credit Facility Documents, and as of each Quarterly Payment Date thereafter, an amount equal to the amount of Debt Service due on the immediately succeeding two (2) Quarterly Payment Dates.

“Debt-to-Equity Contribution Ratio” The ratio of (a) amounts outstanding under the DOE Guaranteed Loan and other Indebtedness for Borrowed Money (excluding the principal amount of Permitted Subordinated Loans outstanding) to (b) Equity Contributions in respect of Eligible Project Costs.

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“Deed of Trust” The Construction and Permanent Deed of Trust with Assignment of Rents and Fixture Filing made by the Borrower, as trustor, in favor of Title Company as trustee, and the Collateral Agent, as beneficiary, pursuant to which the Borrower grants for the benefit of DOE a collateral security interest in its right to the Project Site.

“Development Costs” All reasonable out-of pocket expenses related to the Project that have been incurred and paid to third-parties prior to the date specified in the Development Costs Statement by the Borrower, the Sponsor or any Affiliate of the Sponsor in the development of the Project, including equipment deposits and any preliminary construction work under any limited notice to proceed issued prior to the Financial Closing Date, but not including technology development costs, general administrative and overhead costs or other Ineligible Project Costs.

“Development Costs Statement” The statement, in form and substance satisfactory to DOE, summarizing the amount of Development Costs incurred prior to the Initial Advance Date that, subject to the requirements of Section 4.1.4(vi), and together with the appraised value of the Project Site, will comprise the Approved Pre-Closing Equity Credit.

“Direct Agreements” As defined in Section 4.1.1.

“Disbursement Account” As defined in the Collateral Agency Agreement.

“Disclosure Letter” The disclosure letter dated as of the Financial Closing Date delivered by the Borrower to DOE and containing certain schedules of information required pursuant to the Common Agreement.

“Distribution Preconditions” The satisfaction of each of the following conditions:

(i)the Borrower has made at least four (4) scheduled principal repayments of the DOE Guaranteed Loan;

(ii)the Historical Debt Service Coverage Ratio for the previous rolling twelve (12) month period is at least 1.30 to 1.00 and the Projected Debt Service Coverage Ratio in respect of the subsequent rolling twelve (12) month period is at least 1.30 to 1.00, and Borrower has provided a certificate confirming such compliance;

(iii)the Borrower at the same time applies the Excess Cash Prepayment Amount to the prepayment of the DOE Guaranteed Loan in accordance with Section 3.4.3(a)(ix); and

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(iv)The Borrower at the same time applies the Prepayment Price in an amount equal to the amount of such Restricted Payment to the voluntary prepayment of the DOE Guaranteed Loan, with such Prepayment Price allocated to the prepayment of principal in the maximum possible amount when taken together with any associated make-whole premiums or discounts (it being understood that (x) if there is an associated premium, the principal amount prepaid would be less than the Prepayment Price, and (y) if there is an associated discount, the principal amount prepaid would be greater than the Prepayment Price).

“DOE” The U.S. Department of Energy, an agency of the United States of America, acting by and through the Secretary of Energy, as guarantor of the Advances made under the DOE Credit Facility Documents.

“DOE Credit Facility Agent” The Loan Servicer, acting in its capacity as agent for the FFB.

“DOE Credit Facility Commitment” The commitment of FFB to make Advances to the Borrower pursuant to the terms of the FFB Note Purchase Agreement in an aggregate principal amount not to exceed the “Maximum Principal Amount” specified in the FFB Promissory Note, which must be an amount not greater than the “Loan Commitment Amount” set forth in the FFB Note Purchase Agreement, which is the aggregate principal amount of all Advances that may be made by FFB under the DOE Credit Facility Documents.

“DOE Credit Facility Commitment Termination Date” In accordance with the DOE Credit Facility Documents, the earliest of (i) the first date on which the aggregate amount of the Advances disbursed thereunder equals the amount of the DOE Credit Facility Commitment, (ii) the Final Advance Date, and (iii) the date of termination in whole of DOE Credit Facility Commitment.

“DOE Credit Facility Documents” As defined in Section 4.1.1(b).

“DOE Credit Facility Fees” All fees payable by the Borrower or the Sponsor to DOE or the FFB under the Common Agreement, the DOE Credit Facility Documents and related side letters, including the fees payable pursuant to Section 3.5.

“DOE Guarantee” The guarantee provided by DOE for the benefit of FFB pursuant to the DOE Credit Facility Documents.

“DOE Guarantee Payment” As defined in Section 10.1.

“DOE Guarantee Payment Amount” As defined in Section 10.1.

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“DOE Guaranteed Loan” The loan provided pursuant to the DOE Credit Facility Documents, and as the context requires, the principal amount of such loan outstanding from time to time.

“DOE Maintenance Fee” A maintenance fee in respect of DOE’s administrative expenses in servicing and monitoring the Project and the Loan Documents during the construction, startup, commissioning and operation of the Project in an amount per year equal to $30,000 for the first year, escalating 1.50% each subsequent year over the term of the DOE Guaranteed Loan, payable each year in advance commencing on the Financial Closing Date.

“DOE Modification Fee” A fee payable to DOE in the event that the Project experiences technical, financial, legal or other events which require DOE to incur time or expenses (including third-party expenses) beyond standard monitoring and administration of the Loan Documents, reimbursing DOE in full for such amounts as DOE reasonably determines are its additional internal administrative costs, any costs associated in reviewing whether such events would alter the Credit Subsidy Cost, and related fees and expenses of its independent consultants and outside legal counsel, to the extent that such third parties are not paid directly by or on behalf of the Borrower.

“DOE Requirements” The requirements and conditions of the Applicable Regulations set forth on Exhibit A3.

“Dollars” or “$” The lawful currency of the United States of America.

“Drawstop Notice” as defined in Section 2.4.2(b).

“Eligible Base Project Costs” The portion of Base Project Costs that are Eligible Project Costs, estimated as of the Financial Closing Date to be in the aggregate amount of $151,507,794 (which for avoidance of doubt, includes approximately $6,923,208 of budgeted Contingencies).

“Eligible Project Costs” Those portions of Project Costs that are eligible for funding as “Project Costs” as defined in the Applicable Regulations.

“Employee Benefit Plan” (i) All “employee benefit plans” (as defined in Section 3(3) of ERISA) other than any Multiemployer Plans which are or at any time have been maintained or sponsored by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate has ever made, or been obligated to make, contributions or with respect to which the Borrower or any ERISA Affiliate has incurred any material liability or obligation, (ii) all Pension Plans, and (iii) all Qualified Plans.

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“Endangered Species Act” 16 U.S.C. §§ 1531 et seq., as amended from time to time.

“Engineering Agreements” Civil Engineering/Design Consulting Services Agreement by and between First Wind Energy, LLC and M&E Pacific, Inc., dated as of July 15, 2008, and Electrical Engineering/Design Consulting Services Agreement by and between UPC Wind Management, LLC and Electrical Consultants, Inc., dated as of December 27, 2007.

“Engineering Contractor” Each of M&E Pacific, Inc. and Electrical Consultants, Inc., in its respective capacity as engineering contractor under the applicable Engineering Agreement.

“Environmental Claim” Any and all obligations, liabilities, losses, administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments, notices of noncompliance or violation, investigations (excluding routine inspections), proceedings, clean-up, removal or remedial actions or orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys’ or consultants’ fees, relating in any way to any violation of Environmental Law or any violation of any Governmental Approval issued under any such Environmental Law including (a) any and all Indemnity Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Indemnity Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Substances, the violation or alleged violation of any Environmental Law or Governmental Approval issued thereunder, or arising from alleged injury or threat of injury to health, safety or the environment.

“Environmental Laws” Any Governmental Rule in effect as of the Financial Closing Date or thereafter, and in each case as amended, regulating, relating to or imposing obligations, liability or standards of conduct concerning (A) the use of the Project Site or the condition thereof; or (B) pollution, protection of human or animal health or the environment or Releases or threatened Releases of pollutants, contaminants, chemicals, radiation or industrial, toxic or hazardous substances or wastes, including Hazardous Substances, or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, recycling, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes, including Hazardous Substances.

“Equipment Purchase Agreement” Purchase and Services Agreement by and between Borrower and Harris Stratex Networks Operating Corporation, dated

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as of August 19, 2009, as amended by Amendment No. 1 to Purchase and Services Agreement, dated as of July 8, 2010.

“Equity Commitments” The Base Equity Commitment and the Overrun Equity Commitment.

“Equity Contribution Account” As defined in the Collateral Agency Agreement.

“Equity Contributions” The aggregate equity (or Permitted Subordinated Loans) contributed as Base Equity and Overrun Equity, less the aggregate amount of any Restricted Payments.

“Equity Documents” As defined in Section 4.1.1(c).

“Equity Funding Account” As defined in the Collateral Agency Agreement.

“Equity Funding Agreement” The Equity Funding Agreement dated as of the Financial Closing Date, among the Borrower, Kahuku Holdings, the Collateral Agent, the Loan Servicer and DOE.

“Equity Interests” Any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the common or preferred equity or equity or preference share capital of a Person, including partnership interests and limited liability company interests.

“Equity Investor” Kahuku Holdings.

“Equity Owner” With respect to any Person, another Person holding Equity Interests in such first Person.

“Equity Pledge Agreement” The Equity Pledge Agreement to be entered into by Kahuku Holdings and the Collateral Agent under which Kahuku Holdings pledges all of the Equity Interests in the Borrower.

“Equity Pledge Documents” As defined in Section 4.1.1.

“ERISA” The Employee Retirement Income Security Act of 1974 of the United States, as amended from time to time, and the regulations promulgated, and any publicly available rulings issued, thereunder.

“ERISA Affiliate” As applied to Borrower, means (i) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which Borrower is a member, (ii) any trade or business (whether or not incorporated) that is a member of a group of

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trades or business under common control within the meaning of Section 414(c) of the Internal Revenue Code or Section 4001(b) of ERISA of which Borrower is a member, (iii) any member of an affiliated service group within the meaning of Section 414(m) and (o) of the Internal Revenue Code of which Borrower, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member.

“ERISA Event” means (a) a reportable event as defined in Section 4043 of ERISA and the regulations issued under such Section with respect to a Pension Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event; (b) the applicability of the requirements of Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Pension Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such plan within the following thirty (30) days; (c) a withdrawal by the Borrower or an ERISA Affiliate from a Pension Plan or the termination of any Pension Plan resulting in liability under Sections 4063 or 4064 of ERISA; (d) the withdrawal of the Borrower or an ERISA Affiliate in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by the Borrower or an ERISA Affiliate of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Sections 4241 or 4245 of ERISA, (e) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Sections 4041 or 4041A of ERISA of an Employee Benefit, or the commencement of proceedings by the PBGC to terminate, a Pension Plan or Multiemployer Plan; (f) the imposition of liability on the Borrower or an ERISA Affiliate pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the failure by the Borrower or an ERISA Affiliate to make any required contribution to an Employee Benefit Plan, or the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (h) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (i) the imposition of any material liability under Title I or Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or an ERISA Affiliate; (j) an application for a funding waiver under Section 302 of ERISA with respect to any Pension Plan; (k) the imposition of any lien on any of the rights, properties or

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assets of the Borrower or an ERISA Affiliate, or the posting of a bond or other security by of such entities, in either case pursuant to Title I or IV of ERISA or to Sections 412, 430 or 436 of the Internal Revenue Code; (l) the making of any amendment to any Pension Plan that could directly result in the imposition of a lien or the posting of a bond or other security; (m) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the IRC or Section 406 of ERISA) involving the assets of an Employee Benefit Plan; or (n) the final determination that a Qualified Plan’s qualification or tax exempt status should be revoked.

“Event of Default” Any of the events described in Section 8.1.

“Event of Force Majeure” Any event, circumstance or condition in the nature of force majeure that would entitle any Project Participant to any abatement, postponement, or other relief from any of its contractual obligations under any Project Document to which such Person is party, including with respect to FFB an “Uncontrollable Cause” as defined in the FFB Note Purchase Agreement.

“Event of Loss” Any event that causes any portion of the Project or any other property of the Borrower to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, including through a failure of title or any loss of such property.

“Excess Cash Prepayment Amount” An amount equal to twenty-five percent (25%) of each Restricted Payment, which is applied as a prepayment of the DOE Guaranteed Loan in accordance with Section 3.4.

“FFB” The Federal Financing Bank, a body corporate and instrumentality of the United States of America.

“FFB Advance Request” A request for an Advance delivered to FFB pursuant to the FFB Note Purchase Agreement.

“FFB Advance Request Approval Notice” An “Advance Request Approval Notice” as defined in the FFB Note Purchase Agreement, signed by DOE.

“FFB Loans” The loans made by FFB pursuant to the DOE Credit Facility Documents.

“FFB Loan Transfer” Any transfer pursuant to the FFB Note Purchase Agreement of all or any part of the promissory note evidencing the FFB Loans.

“FFB Note Purchase Agreement” The Note Purchase Agreement dated as of the Financial Closing Date, among the Borrower, FFB and DOE.

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“FFB Program Financing Agreement” The Program Financing Agreement, dated as of September 2, 2009, entered into between FFB and DOE.

“FFB Promissory Note” The Promissory Note to be entered into by the Borrower in favor of FFB and guaranteed by DOE.

“Final Advance Date” The “Last Day for an Advance” as set forth in the DOE Credit Facility Documents.

“Financial Closing Date” The date on which all the conditions set forth in Section 4.1 have been satisfied or, in the sole discretion of the applicable Credit Parties, waived.

“Financial Officer” With respect to any Person, General Manager, any director, the chief financial officer, the Controller, the Treasurer or any Assistant Treasurer, any Vice President-Finance or any other Vice President with significant responsibility for the financial affairs of such Person.

“Financial Officer Certificate” A certificate executed by an Financial Officer of the Borrower, Kahuku Holdings, the Sponsor or the Project Operator, as the case may be, that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit I, (ii) delivered as a condition precedent to Project Completion, or (iii) with respect to any other certification to be made by a Financial Officer pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

“Financial Plan” The financial plan attached as Exhibit A1, as updated in accordance with Section 4.1.4, setting forth all sources of funds needed to pay Total Project Costs, including the DOE Guaranteed Loan, Base Equity, Overrun Equity and letters of credit.

“Financial Statements” With respect to any Person, such Person’s quarterly or annual balance sheet and statements of income, retained earnings, and cash flow for such fiscal period, together with all notes thereto and, except for the first fiscal year, with comparable figures for the corresponding period of its previous fiscal period, each prepared in Dollars and in accordance with GAAP (except for the absence of footnotes and normal year-end adjustments in the case of unaudited financial statements), it being agreed that for purposes of the Loan Documents (i) the Financial Statements of the Sponsor shall be prepared on a consolidated basis (including the Borrower and the Operator), (ii) separate Financial Statements of the Borrower shall be prepared and delivered, and (iii) separate Financial Statements of the Operator shall not be prepared.

“First Principal Payment Date” March 28, 2012.

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“First Wind Entity” The Borrower, the Sponsor, Kahuku Holdings, the Project Operator, the administrator under the Administrative Services Agreement, and each of their respective successors and assigns.

“Fiscal Year” The accounting year of the Borrower beginning on January 1 and ending the following December 31.

“Foreign Asset Control Regulations” The United States Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended), or any ruling issued thereunder or any enabling legislation or Presidential Executive Order granting authority therefore.

“GAAP” Generally accepted accounting principles in the United States of America in effect from time to time including, where appropriate, generally accepted auditing standards, including the pronouncements and interpretations of appropriate accountancy administrative bodies (including the Financial Accounting Standards Board and any predecessor and successor thereto), applied on a consistent basis both as to classification of item and amounts, it being understood that unaudited financial statements will not include footnotes and will be subject to normal year-end adjustments.

“Governmental Approval” Any approval, consent, authorization, license, permit, order, certificate, qualification, waiver, exemption, or variance, or any other action of a similar nature, of or by a Governmental Authority, including any of the foregoing that are or may be deemed given or withheld by failure to act within a specified time period.

“Governmental Authority” Any federal, state, county, municipal, or regional authority, or any other entity of a similar nature, exercising any executive, legislative, judicial, regulatory, or administrative function of government.

“Governmental Judgment” With respect to any Person, any judgment, order, decision, or decree, or any action of a similar nature, of or by a Governmental Authority having jurisdiction over such Person or any of its properties.

“Governmental Rule” With respect to any Person, any statute, law, rule, regulation, code, or ordinance of a Governmental Authority having jurisdiction over such Person or any of its properties.

“Grant Proceeds Account” As defined in the Collateral Agency Agreement.

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“Guaranteed Operational Completion Date” June 30, 2011; provided, that such date may be adjusted to the extent of any extension to the “Guaranteed Commercial Operations Date” (as defined under the Power Purchase Agreement) granted in writing by the Output Purchaser under the Power Purchase Agreement as the result of an Event of Force Majeure, but shall not, in any event, be adjusted beyond the date that is seventeen (17) months after the Financial Closing Date.

“Guaranteed Physical Completion Date” May 31, 2011; provided, that such date may be adjusted to the extent of any extension to the “Guaranteed Commercial Operations Date” (as defined under the Power Purchase Agreement) granted in writing by the Output Purchaser under the Power Purchase Agreement as the result of an Event of Force Majeure, but shall not, in any event, be adjusted beyond the date that is sixteen (16) months after the Financial Closing Date.

“Guaranteed Project Completion Date” February 29, 2012.

“Hazardous Substance” Any hazardous or toxic substances, chemicals, materials, pollutants or wastes defined, listed, classified or regulated as such in or under any Environmental Laws, including (i) any petroleum or petroleum products (including gasoline, crude oil or any fraction thereof), flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and polychlorinated biphenyls; (ii) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (iii) any other chemical, material or substance, import, storage, transport, use or disposal of, or exposure to or Release of which is prohibited, limited or otherwise regulated under any Environmental Law.

“Hedging Agreement” Any agreement or instrument (including a cap, swap, collar, option, forward purchase agreement or other similar derivative instrument) relating to the hedging of any interest under any Indebtedness.

“Historical Debt Service Coverage Ratio” With respect to any computation period, the quotient of: (i) actual Cash Flow Available for Debt Service for such period; divided by (ii) the aggregate actual amount of Debt Service for such period.

“Improvements” The buildings, fixtures and other improvements to be situated on the Project Site.

“Indebtedness” As to any Person, and at any date, means, without duplication, (i) all Indebtedness for Borrowed Money of such Person; (ii) all obligations of such Person evidenced by bonds, debentures, notes, letters of credit,

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or other similar instruments; (iii) all obligations of such Person to purchase securities (or other property) that arise out of or in connection with the sale or acquisition of the same or similar securities (or property); (iv) all obligations of such Person issued, undertaken or assumed as the deferred purchase price of property or services other than trade credit in the ordinary course of business; (v) all obligations of such Person under leases that are or should be, in accordance with GAAP, recorded as Capital Leases in respect of which such Person is liable; (vi) all deferred obligations of such Person to reimburse any bank or other Person in respect of amounts paid or advanced under a letter of credit or other instrument; (vii) the currently available amount of all surety bonds, performance bonds, letters of credit or other similar instruments issued for the account of such Person; (viii) all liabilities secured by (or for which the holder of such liabilities has an existing right, contingent, or otherwise, to be secured by) any Lien upon or in property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such liabilities; (ix) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by such Person (even though the rights and remedies of the seller or bank under such agreement in the event of any default are limited to repossession or sale of such property); (x) obligations pursuant to any agreement to purchase materials, supplies or other property if such agreement provides that payment shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered; (xi) all obligations in respect of any Hedging Agreement or similar arrangement between such Person and a financial institution providing for the transfer or mitigation of interest risks either generally or under specific contingencies (but without regard to any notional principal amount relating thereto); and (xii) all Contingent Obligations of such Person with respect to Indebtedness of the types specified in clauses (i) through (xi) above.

“Indebtedness for Borrowed Money” As to any Person, without duplication, (i) all indebtedness (including principal, interest, fees, and charges) of such Person for borrowed money or for the deferred purchase price of property or services (other than any deferral (x) in connection with the provision of credit in the ordinary course of business by any trade creditor or utility or (y) of any amounts payable under the Project Documents) or (ii) the aggregate amount required to be capitalized under any Capital Lease under which such Person is the lessee.

“Indemnified Person” As defined in Section 11.17.

“Indemnity Claims” As defined in Section 11.17.

“Independent Consultants” Collectively, the Lenders’ Engineer, Milbank, Tweed, Hadley & McCloy LLP as legal counsel to DOE, Boston Pacific Company, Inc. as market advisor to DOE, and any other advisor or consultant retained by the

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Credit Parties with the consent of the Borrower, not to be unreasonably withheld; for the avoidance of doubt, “Independent Consultant” does not include the Insurance Advisor.

“Independent Wind Resource Consultant Report” A report issued by Garrad Hassan America Inc. delivered on or before the Initial Advance Date pursuant to Section 4.1.11.

“Ineligible Base Project Costs” The portion of Base Project Costs that are Ineligible Project Costs, estimated as of the Financial Closing Date to be zero.

“Ineligible Project Costs” Those portions of Project Costs that are not Eligible Project Costs, including Ineligible Base Project Costs and Overrun Project Costs.

“Initial Advance Date” The date on which the initial Advance under the DOE Credit Facility Documents is made following confirmation by each applicable Credit Party that the conditions precedent to the initial Advance under the Common Agreement have been satisfied or waived.

“Initial Conditions Precedent” As defined in Section 4.1.

“Insolvency Proceedings” Any bankruptcy, insolvency, liquidation, company reorganization, restructuring, controlled management, suspension of payments, scheme of arrangement, appointment of provisional liquidator, receiver or administrative receiver, notification, resolution, or petition for winding up or similar proceeding, under any applicable Law, in any jurisdiction and whether voluntary or involuntary.

“Insurance Advisor” William Gallagher Associates, acting as insurance broker for the Borrower and the Sponsor, or any successor insurance advisor or expert appointed by the Borrower and acceptable to DOE.

“Insurance Advisor Certificate” A certificate executed by an Authorized Official of the Insurance Advisor that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit F1, (ii) with respect to any certificate delivered pursuant to Section 4.2, dated as of the Periodic Approval Date and substantially in the form attached as Exhibit F2, or (iii) delivered as a condition precedent to Project Completion, or (iv) with respect to any other certification to be made by the Insurance Advisor pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

“Intellectual Property Rights” Any and all rights in, arising out of, or associated with the following, whether now or hereafter existing, created,

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acquired or held: (i) all U.S., international and foreign patents and patent applications and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all trade secret rights; (iii) all copyrights or other rights associated with works of authorship, including all copyright registrations and applications for copyright registration, renewals and extensions thereof, and all other rights corresponding thereto throughout the world; (iv) all mask work rights, mask work registrations and applications therefor, and any equivalent or similar rights in semiconductor masks, layouts, architectures or topology; (v) all rights in industrial designs and any registrations and applications therefor throughout the world; (vi) all rights to trade names, logos, trademarks. and service marks, including registered trademarks and service marks and all applications to register trademarks and service marks throughout the world; (vii) all rights to any databases and data collections throughout the world; (viii) all moral and economic rights of authors and inventors, however denominated, throughout the world; and (ix) any similar or equivalent rights to any of the foregoing anywhere in the world.

“Intended Prepayment Date” The date specified in a Prepayment Election Notice on which the Borrower intends to prepay all or part of an Advance in accordance with the terms of the Common Agreement and the DOE Credit Facility Documents.

“Intercompany Project Documents” Each agreement between the Borrower and the Sponsor or any Sponsor Affiliate, including the Administrative Services Agreement and the Project O&M Agreement.

“Interconnection Requirements Study” The Interconnection Requirements Study, dated January 14, 2010, prepared by Electric Power Systems Inc.

“Internal Revenue Code” The United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Internal Revenue Code are to the Internal Revenue Code as in effect at the Financial Closing Date and any subsequent provisions of the Internal Revenue Code, amendatory thereof, supplemental thereto or substituted therefor.

“Investment” For any Person: (i) the acquisition (whether for cash, property, services or securities or otherwise) or holding of Equity Interests, bonds, notes, debentures, partnership or other ownership interests or other securities of or in any other Person; (ii) the making of any deposit with, or advance, loan or other extension of credit to, any other Person or any guarantee of, or other Contingent Obligation with respect to, any Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to any other Person; and (iii) the acquisition of any similar property, right or interest of or in any other Person.

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“Investment Company Act” The United States Investment Company Act of 1940, as amended from time to time.

“Kahuku Holdings” Kahuku Holdings LLC, a limited liability company organized and existing under the laws of Delaware.

“Kahuku Holdings Certificate” A certificate executed by an Authorized Official of Kahuku Holdings that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit E3, (ii) with respect to any certificate delivered pursuant to Section 4.2, dated as of the Periodic Approval Date and substantially in the form attached as Exhibit E4, (iii) delivered as a condition precedent to Project Completion, or (iv) with respect to any other certification to be made by Kahuku Holdings pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

“Knowledge” With respect to the Borrower, the actual knowledge of the Principal Persons or any knowledge that should have been obtained by any of the Principal Persons upon reasonable investigation and inquiry.

“Land Documents” As defined in Section 4.1.2(a).

“Late Charge” Interest on any Overdue Amount calculated at the Late Charge Rate in accordance with the DOE Credit Facility Documents.

“Late Charge Rate” The interest rate applicable from time to time under the DOE Credit Facility Documents with respect to Overdue Amounts.

“Lease” Any agreement that would be characterized under GAAP as an operating lease.

“Lenders’ Engineer” R.W. Beck, as engineering advisor to DOE.

“Lenders’ Engineer Advisory Agreement” The letter agreement with Lenders’ Engineer.

“Lenders’ Engineer Certificate” A certificate executed by an Authorized Official of the Lenders’ Engineer that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit D1, (ii) with respect to any certificate delivered pursuant to Section 4.2, dated as of the Periodic Approval Date and substantially in the form attached as Exhibit D2, (iii) delivered as a condition precedent to Project Completion, or (iv) with respect to any other certification to be made by the Lenders’ Engineer pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

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“Lenders’ Engineer Report” A report or reports of the Lenders’ Engineer delivered (i) on or before the Initial Advance Date, as to matters set forth in Section 4.1.11, and (ii) on or before the Project Completion Date as to matters set forth in the definition of Project Completion.

“Lien” Any lien (statutory or other), pledge, mortgage, charge, security interest, deed of trust, assignment, hypothecation, title retention, fiduciary transfer, deposit arrangement, easement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever in respect of an asset, whether or not filed, recorded or otherwise perfected or effective under applicable law, as well as the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset, (including any conditional sale or other title retention agreement, any Capital Lease having substantially the same economic effect as any of the foregoing, or any preferential arrangement having the practical effect of constituting a security interest with respect to the payment of any obligation with, or from the proceeds of, any asset or revenue of any kind).

“Loan Documents” The Common Agreement, the DOE Credit Facility Documents, the Equity Documents, the Subordination Documents, the Security Documents, and any documents and agreements delivered in connection therewith that are agreed in writing by DOE and the Borrower to be Loan Documents, but in all cases excluding any Project Documents.

“Loan Servicer” DOE, acting through its Loan Guarantee Program Office in such capacity in accordance with the terms of this Agreement.

“Loss Proceeds” All proceeds (other than any proceeds of business interruption insurance, advance loss of profit insurance, and proceeds covering liability of the Borrower to third parties) resulting from an Event of Loss.

“Loss Proceeds Account” As defined in the Collateral Agency Agreement.

“Major Maintenance Reserve” As defined in the Collateral Agency Agreement.

“Major Maintenance Reserve Account” As defined in the Collateral Agency Agreement.

“Major Project Participant” The Borrower, Kahuku Holdings, the Sponsor, the Project Construction Contractor, the Turbine Supplier, the Battery Supplier, the Output Purchaser, each Operator and each of their respective successors and assigns.

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“Major Project Participant Certificate” A certificate executed by an Authorized Official of the applicable Major Project Participant that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit L, or (ii) delivered as a condition precedent to Project Completion, or (v) with respect to any other certification to be made by a Major Project Participant pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

“Master Advance Notice” A request for an Advance delivered by the Borrower pursuant to Section 2.3.1, substantially in the form attached as Exhibit M.

“Material Adverse Effect” As of any date of determination, any event, condition or occurrence of whatever nature that would result in a material adverse change in (a) the business, results of operations or condition (financial or otherwise) of the Borrower, the Sponsor or Kahuku Holdings that affects the ability of such entity to meet its material obligations under the Transaction Documents to which it is a party in a timely manner during the term of the DOE Guaranteed Loan; (b) the ability of the Borrower, the Sponsor or Kahuku Holdings to perform its respective material obligations under the Project Documents to which it is a party; or (c) with respect to the Transaction Documents, the validity or priority of DOE’s or FFB’s (as applicable) security interests in, and liens on, the Collateral and the continued effectiveness and enforceability of the Transaction Documents.

“Material Project Documents” Each of the following documents:

(i)the Power Purchase Agreement;

(ii)the Turbine Supply Agreements;

(iii)the Turbine O&M Agreement;

(iv)the Turbine Warranty Agreement;

(v)the Battery Purchase Agreement;

(vi)the Battery O&M Agreement;

(vii)the Transformer Agreement; and

(viii)the Land Documents.

“Maturity Date” June 28, 2028.

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“Monthly Reporting Certificate” A certificate executed by an Authorized Official of the Borrower delivered pursuant to Section 6.1(a), substantially in the form attached as Exhibit O1.

“Monthly Reporting Package” The items specified in Section 6.1(a) as being delivered quarterly under cover of a Monthly Reporting Certificate.

“Moody’s” Moody’s Investors Service, Inc., so long as it is a rating agency.

“Multiemployer Plan” means a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) which the Borrower or any ERISA Affiliate contributes to or participates in, or with respect to which the Borrower or any ERISA Affiliate has any material liability or other obligation (whether accrued, absolute, contingent or otherwise).

“O&M Agreements” Each of the Project O&M Agreement, Turbine O&M Agreement, the Battery O&M Agreement and the Administrative Services Agreement.

“OFAC” The Office of Foreign Assets Control of the United States Department of the Treasury.

“OMB” The Office of Management and Budget of the Executive Office of the President of the U.S.

“OMB Implementing Guidance” The OMB’s Initial Implementing Guidance for the Recovery Act, M-09-10 (February 18, 2009), Updated Implementing Guidance for the Recovery Act, M-09-15 (April 3, 2009), Updated Implementing Guidance for the Recovery Act, M-09-21 (June 22, 2009) and, in each case, any amendment, supplement or successor thereto.

“Operating Costs” For any period after the Project Completion Date with respect to which such Operating Costs are being calculated, all amounts paid (or projected to be paid) for the administration, management, and operation and maintenance of the Project, including: (i) amounts payable under the O&M Agreements; (ii) Capital Expenditures; (iii) premiums and other costs related to the maintenance of Required Insurance; and (iv) taxes of the Borrower.

“Operating Documents” As defined in Section 4.1.2(c).

“Operating Forecast” The periodic forecast prepared by the Borrower (on an aggregate and month-by-month basis) in connection with the operation of the Project, and delivered from time to time pursuant to Section 6.1(r), which (i) shall be the Borrower’s good faith projections at such time taking into account all facts and circumstances then existing and assumptions believed by the Borrower to be

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reasonable on the date made, complete, fair and accurate estimates of all Operating Revenues reasonably expected to be received and all Operating Costs (by category) reasonably expected to be incurred, (ii) shall reflect Debt Service due during each period, and pro forma Cash Flow Available for Debt Service projections for each period, (iii) shall include such other information as may be reasonably requested by DOE or the Lenders’ Engineer, and (iv) shall be prepared on a basis consistent from period to period, and consistent with the Operating Plan, in sufficient detail to permit meaningful comparisons, and shall include a statement of the assumptions on which it is based.

“Operating Period” The period from the Project Completion Date to the date on which the Secured Obligations are repaid in full.

“Operating Plan” The periodic operating plan for the Project prepared by the Borrower in connection with the operation of the Project, and delivered from time to time pursuant to Section 6.1(r), which (i) shall describe the Project’s operating plan for the relevant period, (ii) shall summarize changes in the Project’s maintenance plan in accordance with the O&M Agreements, including the Project’s program for spare parts, inventory management, supply management, (iii) shall include such other information as may be reasonably requested by DOE or the Lenders’ Engineer, and (iv) shall be prepared on a basis consistent from period to period, and consistent with the Operating Forecast, in sufficient detail to permit meaningful comparisons, and include a statement of the assumptions on which it is based.

“Operating Revenues” All cash receipts (or projected receipts) of the Borrower deposited in the Project Accounts, including revenues from: (i) the sales under the Power Purchase Agreement; (ii) proceeds from business interruption and delay in start-up insurance policies; (iii) liquidated damages payable under the Project Agreements (net of liquidated damages owing, if any, under any Project Agreement); (iv) delay liquidated damages payable under any Construction Contract; and (v) interest and other income earned and received on the Project Accounts; provided, however, that Operating Revenues shall not include proceeds (x) from casualty and event of loss insurance; (y) that are applied to a mandatory prepayment pursuant to Section 3.4.3; and (z) from any drawdown on the Overrun Equity Facility.

“Operational Completion” Satisfaction of the elements described in the clauses (A) and (B) of the definition of Project Completion.

“Operational Completion Date Extension” As defined in Section 8.1(s)(i)(B)(1).

“Operations Report” The monthly report in connection with the operation of the Project prepared by and on behalf of the Borrower pursuant to Section

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6.1(a)(ii), which shall include (i) an assessment of the Project’s performance in comparison with the Operating Forecast and Operating Plan then in effect for such monthly period, (ii) basic data relating to the operation of the Project, (iii) pricing information, (iv) unusual maintenance activity, (v) material casualty losses, and (vi) material disputes between the Borrower and any Person.

“Operators” Each of the Project Operator, Turbine Operator and the Battery Operator.

“Organizational Documents” With respect to any Person, its charter, articles of incorporation and by-laws, memorandum and articles of association, statute, partnership agreement, limited liability company agreement or similar instruments that are required to be registered or lodged in the place of organization of such Person and that establish the legal personality of such Person.

“Output Purchaser” Hawaiian Electric Company, acting as purchaser and otherwise as set forth under the Power Purchase Agreement.

“Overdue Amount” Any amount owing under the FFB Promissory Note that is not paid when and as due.

“Overrun Equity” As defined in the Equity Funding Agreement.

“Overrun Equity Commitment” The obligation of the Equity Investor under the Equity Funding Agreement to fund Overrun Project Costs not to exceed $8,000,000 in the aggregate and costs of design, engineering, startup and commissioning, until the occurrence of Operational Completion, funded as set forth in the Equity Funding Agreement.

“Overrun Project Costs” All Total Project Costs in excess of Base Project Costs , whether Eligible Project Costs or Ineligible Project Costs, and including (i) costs associated with the design, engineering, financing, construction, startup and commissioning of the Project, (ii) amounts arising from timing differences in disbursement of cash to pay expenses and receipt of cash associated with revenues prior to Project Completion, (iii) the required funding of reserve accounts (to the extent not funded with the proceeds of Advances), and (iv) any other amounts required to achieve Project Completion or otherwise incurred prior to the Project Completion Date, to be funded (x) first, from Contingencies, and (y) thereafter, with respect to all Cost Overruns in excess of the amount of Contingencies, from Overrun Equity and, with DOE’s consent, as provided in the Sponsor Guarantee.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

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“Pension Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (1) that is or was at any time maintained or sponsored by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate has ever made, or was obligated to make, contributions, and (ii) that is or was subject to Section 412 of the Internal Revenue Code, Section 302 of ERISA or Title IV of ERISA

“Periodic Expenses” All of the following amounts from time to time due under or in connection with the Loan Documents: (i) all recordation and other costs, fees and charges in connection with the execution, delivery, filing, registration, or performance of the Transaction Documents or the perfection of the security interests in the Collateral Security, (ii) all fees charges, and expenses of any Independent Consultants, legal counsel, accountants, and other advisors to the Credit Parties, and (iii) all other fees, charges, expenses and other amounts from time to time due under or in connection with the Loan Documents.

“Permitted Indebtedness” Indebtedness set forth in Section 7.1(a)-(f).

“Permitted Investments” (i) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations, the timely payment of principal and interest of which is fully guaranteed by the United States of America maturing not more than 180 days from the date of the creation thereof; (ii) obligations, debentures, notes or other evidence of Indebtedness issued or guaranteed by any agency or instrumentality of the United States maturing not more then 180 days from the date of the creation thereof; (iii) interest-bearing demand or time deposits (including certificates of deposit) that are held in banks with a general obligation rating of not less than A- by S&P or the equivalent rating by Moody’s, or if not so rated, secured at all times, in the manner and to the extent provided by law, by collateral security described in clauses (i) or (ii) of this definition, of a market value of no less than the amount of moneys so invested maturing not more than 180 days from the date of the creation thereof; (iv) commercial paper rated (on the date of acquisition thereof) at least A-1 or P-1 or equivalent by S&P or Moody’s, respectively (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), maturing not more than ninety (90) days from the date of creation thereof; (v) money market funds, so long as such funds are rated Aaa by Moody’s and AAA by S&P; and (vi) any advances, loans or extensions of credit or any stock, bonds, notes, debentures or other securities as DOE, acting pursuant to the Common Agreement, may from time to time approve.

“Permitted Leases” Leases of office space, office equipment or motor vehicles with respect to which the aggregate lease payments do not exceed $200,000 per Fiscal Year.

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“Permitted Liens” (i) The rights and interests of the Secured Parties as provided in the Transaction Documents; (ii) Liens for any tax, assessment or other governmental charge not yet due, or being diligently contested in good faith and by appropriate proceedings timely instituted, so long as (A) such proceedings shall not involve any danger of the sale, forfeiture or loss of the Project, or any easements, as the case may be, title thereto or any interest therein and shall not interfere with the use or disposition of the Project or any easements; and (B) such tax, assessment or other governmental charge is not more than sixty (60) days delinquent; and (C) a bond, adequate reserves or other security acceptable to DOE has been posted or provided in such manner and amount as to assure DOE that any taxes, assessments or other charges determined to be due will promptly be paid in full when such contest is determined; (iii) Liens in favor of materialmen, workers or repairmen, or other like Liens arising in the ordinary course of business or in connection with the construction of the Project, either for amounts not yet due or for amounts being diligently contested in good faith and by appropriate proceedings timely instituted so long as (x) such proceedings shall not involve any danger of the sale, forfeiture or loss of any part of the Project, or any easements, as the case may be, title thereto or any interest therein and shall not interfere with the use or disposition of the Project, or any easements, and (y) a bond or other security acceptable to DOE has been posted or provided in such manner and amount as to assure DOE that any amounts determined to be due will promptly be paid in full when such contest is determined, and (iv) Liens identified in the ALTA Survey as of the Financial Closing Date and acceptable to DOE; (v) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Project Site which do not and will not materially impair the use, development or operation by Borrower of the Project Site for its intended purpose; (vi) covenants, conditions, restrictions, easements and other similar matters of record as of the Financial Closing Date affecting title to the Project Site, which are acceptable to DOE and do not and will not materially impair the use, development or operation by the Borrower of the Project Site for its intended purpose; (vii) any other Lien affecting the Project Site the existence of which does not and will not materially impair the use, development or operation by the Borrower of the Project Site for its intended purpose; (viii) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(1) or securing appeal or other surety bonds related to such judgments; and (ix) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; provided, however, that, notwithstanding the foregoing, Permitted Liens shall not include any Lien on any Pledged Equity Interests other than the rights and interests of the Secured Parties pursuant to the Equity Pledge Documents.

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“Permitted Subordinated Loans” Any subordinated loans made by the Equity Investor to the Borrower in lieu of purchase of Equity Interests, on the terms and conditions set forth in the Equity Funding Agreement.

“Person” Any individual, firm, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust, unincorporated organization, Governmental Authority, committee, department, authority or any other body, incorporated or unincorporated, whether having distinct legal personality or not.

“Pledged Equity Interests” The Equity Interests of the Borrower, all of which are subject to the security interests created by the Equity Pledge Documents.

“Potential Default” An event that, with the giving of notice or passage of time or both, would become an Event of Default.

“Power Purchase Agreement” The Power Purchase Agreement between the Borrower and the Output Purchaser.

“Prepayment Election Notice” Written notification delivered by the Borrower of any intended prepayment of all or part of any Advance, as specified in the FFB Promissory Note.

“Prepayment Price” With respect to any Advance, the price paid by the Borrower to the Holder for the prepayment of such Advance as specified in the FFB Promissory Note.

“Principal Payment Date” The First Principal Payment Date and each Quarterly Payment Date occurring after the First Principal Payment Date, or in each case if not a Business Day, the next Business Day.

“Principal Persons” Any officer, director, owner, key employee or other Person with primary management or supervisory responsibilities with respect to the Borrower or the Project Operator, or any other Person (whether or not an employee), who has critical influence on or substantive control over the Project, and each of their respective successors and assigns.

“Principal Project Documents” The Land Documents, the Construction Documents,” and the Operating Documents.

“Program Requirements” (i) the provisions of Title XVII and the Applicable Regulations, and (ii) all DOE and FFB legal and financial requirements, policies, and procedures applicable to the Title XVII program from time to time.

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“Prohibited Jurisdiction” Any country or jurisdiction, from time to time, that is the subject of sanctions or restrictions promulgated or administered by any federal Governmental Authority of the United States.

“Prohibited Person” Any Person or entity that is or ever has been:

(i)            named, identified or described on the list of “Specially Designated Nationals and Blocked Persons” (Appendix A to 31 CFR chapter V) as published by OFAC at its official website, http://www.treas.gov/offices/enforcement/ofac/sdn/, or at any replacement website or other replacement official publication of such list;

(ii)           named, identified or described on any other blocked persons list, designated nationals list, denied persons list, entity list, debarred party list, unverified list, sanctions list or other list of individuals or entities with whom United States persons may not conduct business, including lists published or maintained by OFAC, lists published or maintained by the U.S. Department of Commerce, or lists published or maintained by the U.S. Department of State.

(iii)          debarred or suspended from contracting with the United States Government or any agency or instrumentality thereof;

(iv)          debarred, suspended, proposed for debarment with a final determination pending, declared ineligible or voluntarily excluded (as such terms are defined in any of the Debarment Regulations) from contracting with any United States federal government department or any agency or instrumentality thereof or otherwise participating in procurement or nonprocurement transactions with any United States federal government department or agency pursuant to any of the Debarment Regulations;

(v)           indicted, convicted or had a Governmental Judgment rendered against it for any of the offenses listed in any of the Debarment Regulations;

(vi)          subject to United States or multilateral economic or trade sanctions in which the United States participates;

(vii)         owned or Controlled by, or acting on behalf of, any governments, corporations, entities or individuals that are subject to United States or multilateral economic or trade sanctions in which the United States participates;

(viii)        acted on behalf of any Person listed above; or

(ix)           an Affiliate if a Person listed above.

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“Project” The 30 megawatt nameplate capacity wind generation project located in the town of Kahuku on the north end of the island of Oahu, Hawaii to be developed, designed, constructed and operated by or on behalf of the Borrower, including twelve (12) 2.5 MW Clipper Liberty wind turbines and related structures, facilities and parts (including turbine towers, pad-mounted transformers, feeder lines, lightning arrestors, switches, CMS, meteorological towers), all structures or improvements erected on the Project Site, all alterations thereto or replacements thereof, all fixtures, attachments, appliances, equipment, machinery and other articles attached thereto or used in connection therewith and all parts which may from time to time be incorporated or installed in or attached thereto, all contracts and agreements for the purchase or sale of commodities or other personal property related thereto, all real or personal property owned or leased related thereto, and all other real and tangible and intangible personal property leased or owned by the Borrower and placed upon or used in connection with the generation of electricity upon the Project Site.

“Project Accounts” As defined in the Collateral Agency Agreement.

“Project Completion” As set forth on Exhibit A2.

“Project Completion Date” The date on which all the conditions for Project Completion have been met, as certified by DOE in writing.

“Project Construction Contract” The Balance of Plant Construction Contract by and between Borrower and the Project Construction Contractor, dated as of July 9, 2010.

“Project Construction Contractor” RMT Inc., a corporation organized and existing under the laws of the State of Wisconsin.

“Project Costs” All costs incurred by the Borrower to acquire title or use rights to the Project Site and to develop, finance and construct the Project, including (i) amounts payable under the Construction Contracts and the other Construction Documents; (ii) fees and expenses payable under the DOE Credit Facility Documents prior to the end of the relevant Availability Period; (iii) principal and interest repayments on the DOE Guaranteed Loan occurring prior to the Project Completion Date; (iv) costs to acquire title or use rights to the Project Site, necessary easements and other real property interests; (v) costs and expenses of legal, engineering, accounting, construction management and other advisors or Independent Consultants incurred in connection with the development or construction of the Project; (vi) fees, commissions and expenses payable to the Credit Parties at or prior to the Initial Advance Date; (vii) Development Costs to the extent permitted to be paid under the Loan Documents and approved by DOE in accordance with Section 4.1.4; (viii) construction insurance premiums for coverage obtained prior to the Project Completion Date; (ix) the Borrower’s labor

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costs and general and administration costs prior to the Project Completion Date; (x) costs incurred under the O&M Agreements and mobilization costs included in the Base Case Projections, in each case prior to the Project Completion Date; and (xi) such other costs or expenses approved by the Credit Parties after consultation with the Lenders’ Engineer and such other Independent Consultants as they may deem necessary.

“Project Documents” The Principal Project Documents and the Additional Project Documents.

“Project Milestone Schedule” The schedule of significant development and construction milestones delivered in accordance with Section 4.1.4(iv), as amended from time to time by Approved Construction Changes pursuant to Section 6.8(c).

“Project O&M Agreement” The Project O&M Agreement between Borrower and Project Operator, dated as of May 26, 2010.

“Project Operator” First Wind O&M, LLC, a limited liability company organized and existing under the laws of Delaware.

“Project Operator Certificate” A certificate executed by an Authorized Official of the Project Operator that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit K1, (ii) delivered as a condition precedent to Project Completion, or (iii) with respect to any other certification to be made by the Project Operator pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

“Project Participant” Any party to a Principal Project Document, and any party to a Loan Document other than the Credit Parties.

“Project Plans” Project plans satisfactory to DOE for the design, development, financing, construction, implementation, operation and management of the Project, including updates and supplements to information submitted in response to “Attachment B” to the Instructions for Application for Loan Guarantee.

“Project Revenue Account” As defined in the Collateral Agency Agreement.

“Project Site” The real property located in the town of Kahuku on the north shore of the island of Oahu, Hawaii, and any other land, in each case necessary for the Project.

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“Projected Debt Service Coverage Ratio” As of any date of determination, the quotient of: (i) Cash Flow Available for Debt Service for such period; divided by (ii) the aggregate amount of Debt Service scheduled for such period, in each case based on amounts projected in the Base Case Projections.

“Public Utility Holding Company Act” or “PUHCA” The United States Public Utility Holding Company Act of 2005, as amended from time to time.

“Punch List Items” Items listed on the construction punchlist in respect of each of the Project Construction Contract, the Turbine Supply Agreement, the Turbine Commissioning Agreement and the Battery Purchase Agreement, which are approved by DOE (in consultation with the Lenders’ Engineer).

“Qualified Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (i) that is or was at any time maintained or sponsored by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate has ever made, or was ever obligated to make, contributions, and (ii) that is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code.

“Quarterly Approval Date” As defined in Section 4.2.

“Quarterly Approved Advance Schedule” With respect to Advances under the DOE Credit Facility Documents, an updated Advance Schedule submitted by the Borrower from time to time and deemed approved upon satisfaction of all corresponding Periodic Conditions Precedent.

“Quarterly Conditions Precedent” As defined in Section 4.2.

“Quarterly Payment Date” Each March 28, June 28, September 28 and December 28, or if not a Business Day, the next Business Day.

“Quarterly Reporting Certificate” A certificate executed by an Authorized Official of the Borrower delivered pursuant to Section 6.1, substantially in the form attached as Exhibit O2.

“Quarterly Reporting Package” The items specified in Section 6.1 as being delivered quarterly under cover of a Quarterly Reporting Certificate.

“Rating Agency” Fitch Ratings, Ltd.

“Recovery Act” The American Recovery and Reinvestment Act of 2009, P.L. No. 111-5.

“Register” As defined in Section 11.13.

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“Release” Disposing, discharging, injecting, spilling, leaking, leaching, dumping, pumping, pouring, emitting, escaping, emptying, seeping, placing and the like, into or upon any land or water or air, or otherwise entering into the environment.

“Requested Advance Date” As defined in the FFB Note Purchase Agreement.

“Required Consents” As defined in Section 5.10.

“Required Insurance” Insurance coverage for the Project satisfying the requirements set forth in Schedule 6.3(b).

“Required Credit Parties” DOE, acting alone.

“Reserve Letter of Credit” An unconditional, irrevocable, direct-pay, letter of credit that is denominated in Dollars, that is issued in favor of the Collateral Agent by a bank with a branch or representative office in New York, New York, or Connecticut and that is organized under or is licensed as a branch or agency under the laws of the United States or any state thereof that (i) has outstanding unguaranteed and unsecured long-term Indebtedness that is rated “A-” or better by S&P and/or “A3” or better by Moody’s (and, if the applicable rating is “A-” by S&P or “A3” by Moody’s, such rating is not on negative watch) and that is otherwise acceptable to DOE, and (ii) meets each of the following requirements and is otherwise in form and substance satisfactory to DOE in its sole discretion:

(i)            the initial expiration date thereof shall be at least twelve (12) months beyond the date of issuance, and shall automatically renew upon its expiration (which renewal period shall be for at least twelve (12) months) unless, at least forty-five (45) days prior to any such expiration, the issuer shall provide the Collateral Agent with a notice of non-renewal of such letter of credit;

(ii)           upon any failure to renew such Reserve Letter of Credit at least thirty (30) days prior to such expiration date, or if the issuer of such Reserve Letter of Credit shall fail to meet the requirements with respect thereto the entire face amount thereof shall be drawable by the Collateral Agent (unless the Collateral Agent shall have received a replacement letter of credit meeting the conditions herein imposed or amounts shall have been deposited in the applicable Project Account such that the amount on deposit therein, when aggregated with the face amount available to be drawn under any applicable Reserve Letter of Credit then outstanding (other than such Reserve Letter of Credit that is not to be renewed or that no longer meets the criteria) is equal to the amount required to be on deposit in such Project Account);

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(iii)          such Reserve Letter of Credit shall additionally be drawable in all cases in which the Collateral Agency Agreement provides for a transfer of funds from the applicable Project Account, and there shall be no conditions to any drawing thereunder other than the submission of a drawing request substantially in the form attached to such Reserve Letter of Credit; and

(iv)          no agreement, instrument or document executed in connection with such Reserve Letter of Credit shall provide the issuer thereof or any other Person with any claim against the Borrower, the Collateral Agent, the Loan Servicer or any other Secured Party, or against any Collateral Security, whether for costs of maintenance, reimbursement of amounts drawn under such letter of credit or otherwise.

“Restricted Payments” As defined in Section 7.10.

“Secured Obligations” All amounts owing to the Secured Parties under the Loan Documents, including (i) all loans, advances, debts, liabilities, and obligations, howsoever arising, owed by the Borrower under the DOE Credit Facility Documents or otherwise to the Credit Parties (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to any of the Transaction Documents, including all principal, interest, fees and Periodic Expenses chargeable to the Borrower and payable by the Borrower hereunder or thereunder; (ii) any and all sums advanced by any Agent or any other Secured Party in order to preserve the Collateral Security or preserve the Secured Parties’ security interest in the Collateral Security; (iii) any amounts payable by the Borrower under Section 3.1.2, Section 10.1, Section 11.17 or otherwise under the Loan Documents in respect of indemnity obligations; and (iv) in the event of any proceeding for the collection or enforcement of the obligations after an Event of Default shall have occurred and be continuing, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral Security, or of any exercise by any Credit Party of its rights under the Security Documents, together with any Periodic Expenses, including attorney’s fees and court costs.

“Secured Parties” DOE, FFB and the Collateral Agent, as their respective interests may appear.

“Security Agreement” The Security Agreement dated as of the Financial Closing Date, between the Borrower and the Collateral Agent.

“Security Documents” As defined in Section 4.1.1(d).

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“Solvency Certificate” Certificate from the Chief Financial Officer or Treasurer of the Borrower certifying that the Borrower is solvent as of the Financial Closing Date.

“Sponsor” First Wind Holdings, LLC, a limited liability company organized and existing under the laws of Delaware.

“Sponsor Certificate” A certificate executed by an Authorized Official of the Sponsor that is (i) with respect to any certificate delivered pursuant to Section 4.1, dated as of the Financial Closing Date and substantially in the form attached as Exhibit E1, (ii) with respect to any certificate delivered pursuant to Section 4.2, dated as of the Periodic Approval Date and substantially in the form attached as Exhibit E2, (iii) delivered as a condition precedent to Project Completion, or (iv) with respect to any other certification to be made by the Sponsor pursuant to any Loan Document, addressing such matters as are specified in such Loan Document.

“Sponsor Guarantee” A guarantee issued by the Sponsor to DOE guaranteeing the obligations of the Borrower in an amount not to exceed $10,000,000 through the Project Completion Date, including the Borrower’s obligation to cause Operational Completion to occur on or before the Guaranteed Operational Completion Date and the Project Completion Date to occur on or before the Guaranteed Project Completion Date.

“Sponsor Support Agreement” The Sponsor Support Agreement dated as of the Financial Closing Date among the Sponsor, the Collateral Agent, DOE, the Loan Servicer and the Borrower.

“Sponsor’s Accountant” The firm of independent public accountants acting as Borrower’s Accountant, in its capacity as accountant to the Sponsor.

“Standard & Poor’s” or “S&P” Standard & Poor’s Ratings’ Group, a division of McGraw-Hill Inc., a New York corporation, so long as it is a rating agency.

“Subordination Agreement” One or more subordination agreements, if any, pursuant to which all Indebtedness and certain other payment obligations from the Borrower to the Sponsor are subordinated to the Secured Obligations, and in form and substance satisfactory to each Credit Party.

“Subordination Documents” As defined in the Equity Funding Agreement.

“Taxes” All taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, penalties or additions thereto imposed in respect thereof.

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“Technology” Regardless of form, any invention (whether or not patentable or reduced to practice), discovery, information, work of authorship, articles of manufacture, machines, methods, processes, models, procedures, protocols, designs, diagrams, drawings, documentation, flow charts, network configurations and architectures, schematics, specifications, concepts, data, databases and data collections, algorithms, formulas, know-how, and techniques, software code, including all source code, object code, firmware, development tools and application programming interfaces (APIs), tools, materials, marketing and development plans, and other forms of technology and all media on which any of the foregoing is recorded.

“Third-Party Materials Supply Agreements” Any materials supply agreements entered into from time to time, each between the Borrower and various suppliers, pursuant to which such suppliers will supply to the Borrower certain supplies required to operate the Project.

“Title Company” Title Guaranty of Hawaii, Inc.

“Title XVII” Title XVII of the Energy Policy Act of 2005, Pub. L. 109-58, as amended by Section 406 of Div A of Title IV of Pub. L. 111-5, as may be amended from time to time.

“Total Funding Available” The aggregate of all funds that are (i) undrawn but committed, or reasonably expected to be available, under the DOE Credit Facility Documents and the Base Equity Commitments, (ii) received or receivable delay payments and Loss Proceeds, (iii) amounts standing to the credit of the Project Revenue Account and the Disbursement Account, and (iv) all unused Overrun Equity Commitments and any other unused equity funding that is committed or reasonably expected to be available.

“Total Project Costs” The total amount of Project Costs required for completion of the Project.

“Transaction Documents” The Project Documents and the Loan Documents.

“Transformer Agreement” The Equipment Purchase Agreement between Borrower and Hyundai Corporation USA.

“Turbine Commissioning Agreement” The Wind Turbine Commissioning Agreement by and between the Borrower and the Turbine Supplier, dated as of May 20, 2010, as amended by Amendment No. 1 to Wind Turbine Commissioning Agreement, dated as of June 28, 2010.

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“Turbine O&M Agreement” The Turbine Operation, Maintenance and Service Agreement by and between the Borrower and the Turbine Operator, dated as of May 20, 2010.

“Turbine Operator” Clipper Windpower, Inc.

“Turbine Supplier” Clipper Windpower, Inc.

“Turbine Supply Agreement” The Turbine Supply Agreement by and between the Borrower and the Turbine Supplier, dated as of May 20, 2010.

“Turbine Supply Documents” Each of the Turbine Supply Agreement and the Turbine Commissioning Agreement.

“Turbine Warranty Agreement” The Warranty Agreement by and between Borrower and Turbine Supplier, dated as of May 20, 2010.

“Uniform Commercial Code” The Uniform Commercial Code of the jurisdiction, the law of which governs the document in which such term is used.

“U.S.” The United States of America.

“USA Patriot Act” Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. 107-56).

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EX-10.54

Exhibit 10.54

Execution Version

EQUITY FUNDING AGREEMENT

dated as of July 26, 2010

among

KAHUKU WIND POWER, LLC, as Borrower

KAHUKU HOLDINGS, LLC, as Equity Investor

U.S. DEPARTMENT OF ENERGY (acting through its Loan Guarantee Program Office),

as Guarantor and Loan Servicer

and

MIDLAND LOAN SERVICES, INC.,

as Collateral Agent

Kahuku Wind Project

Oahu, Hawaii

EQUITY FUNDING AGREEMENT

This EQUITY FUNDING AGREEMENT (this “Agreement”), dated as of July 26, 2010, is by and among (i) KAHUKU WIND POWER, LLC, a limited liability company organized and existing under the laws of Delaware, as Borrower, (ii) KAHUKU HOLDINGS, LLC, a limited liability company organized and existing under the laws of Delaware, as the Equity Investor, (iii) the U.S. DEPARTMENT OF ENERGY, for itself as a Credit Party and as guarantor of the Advances made under the DOE Credit Facility Documents (in such capacity, “DOE”), (iv) DOE, acting through its Loan Guarantee Program Office, as the Loan Servicer, and (v) MIDLAND LOAN SERVICES, INC., a corporation formed and existing under the laws of Delaware, as the Collateral Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Loan Documents, the Borrower intends to develop, construct, own and operate the Project;

WHEREAS, the Equity Investor is the sole Equity Owner of the Borrower;

WHEREAS, the Equity Investor will receive substantial direct and indirect benefits from the development of the Project, and such development is dependent upon the Equity Investor making the Equity Contributions provided for herein.

WHEREAS, the Equity Investor has arranged for its obligations under this Agreement to be supported by one or more Equity Investor Letters of Credit.

WHEREAS, the Equity Investor desires to execute this Agreement to satisfy the conditions set forth in the Loan Documents.

NOW, THEREFORE, in consideration of the promises contained herein and other benefits to the Equity Investor, the receipt and sufficiency of which are hereby acknowledged, the Equity Investor hereby covenants and agrees with the Borrower, DOE, Loan Servicer and the Collateral Agent for the benefit of the Secured Parties as follows:

Section 1.   Definitions.

All capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in Exhibit A of the Common Agreement. The Rules of Interpretation set forth in Exhibit B of the Common Agreement shall govern this Agreement. In addition, as used herein:

“Accelerated Equity Contribution” shall have the meaning set forth in Section 2.1(e).

“Agreement” shall have the meaning set forth in the preamble.

“Base Equity” shall mean the aggregate amount of Equity Contributions required to be made to the Borrower by or on behalf of the Equity Investor in respect of the Base Equity

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Commitment.

“Borrower” shall have the meaning set forth in the preamble.

“Closing Date” means the date of this Agreement.

“Collateral Agent” shall have the meaning set forth in the preamble.

“Common Agreement” shall mean that certain Common Agreement, dated as of the Closing Date between, among others, the Borrower, DOE, the Loan Servicer and the Collateral Agent.

“Equity Commitment” shall mean the aggregate sum of (x) the Base Equity Commitment (including 100% of Ineligible Base Project Costs), plus (y) the Overrun Equity Commitment.

“Equity Contribution” shall have the meaning set forth in Section 2.1.

“Equity Contribution Account” shall have the meaning set forth in the Collateral Agency Agreement.

“Equity Investor” shall have the meaning set forth in the preamble.

“Equity Investor LC” shall mean an unconditional, irrevocable, direct-pay, letter of credit provided by the Equity Investor pursuant to Section 2.2 that is denominated in Dollars, that is issued in favor of the Collateral Agent (on behalf of the Secured Parties) by a bank with a branch or representative office in New York, New York, or Connecticut and that is organized under or is licensed as a branch or agency under the laws of the United States or any state thereof that (i) has outstanding unguaranteed and unsecured long-term Indebtedness that is rated “A-” or better by S&P and/or “A3” or better by Moody’s (and, if the applicable rating is “A-” by S&P or “A3” by Moody’s, such rating is not on negative watch) and that is otherwise acceptable to DOE, and (ii) meets each of the following requirements and is otherwise in form and substance satisfactory to DOE in its sole discretion:

(A)          the initial expiration date thereof shall be at least twelve (12) months beyond the date of issuance, and shall be renewed (or replaced with another Equity Investor LC) at least thirty (30) days prior to its expiration (which renewal period shall be for at least twelve (12) months);

(B)           upon any failure to renew such Equity Investor LC at least thirty (30) days prior to such expiration date, or if the issuer of such Equity Investor LC shall fail to meet the requirements with respect thereto the entire face amount thereof shall be drawable by the Collateral Agent (unless the Collateral Agent shall have received a replacement letter of credit meeting the conditions herein imposed);

(C)           there shall be no conditions to any drawing thereunder other than the submission of a drawing request substantially in the form attached to such Equity Investor LC; and

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(D)          no agreement, instrument or document executed in connection with such Equity Investor LC shall provide the issuer thereof or any other Person with any claim against the Borrower, the Collateral Agent, the Loan Servicer or any other Secured Party, or against any Collateral Security, whether for costs of maintenance, reimbursement of amounts drawn under such letter of credit or otherwise.

“Equity Investor Support Period” shall mean the period between the Closing Date and the Termination Date.

“Forward Equity Commitment” shall mean an amount equal to the Base Equity Commitment pursuant to the Financial Plan less the Approved Pre-Closing Equity Credit, in each case in effect as of the Closing Date.

“Overrun Equity” shall mean the aggregate amount of Equity Contributions required to be made to the Borrower by or on behalf of the Equity Investor in respect of the Overrun Equity Commitment.

“Termination Date” shall mean the earlier to occur of (a) the date on which all Equity Contributions required to be made hereunder have been made, or (b) the occurrence of Operational Completion under the Common Agreement.

Section 2.   Equity Commitments.

2.1   Equity Contributions.

(a)       Notwithstanding any provision to the contrary expressly contained in the Borrower’s Organizational Documents or herein, the Equity Investor hereby irrevocably and unconditionally agrees to make cash contributions of capital to the Borrower in an aggregate amount not to exceed the Equity Commitment at the times and for the purposes set forth below (collectively, the “Equity Contribution”).

(b)       Base Equity Commitment. The Equity Investor shall make Equity Contributions to pay for Eligible Base Project Costs in respect of the Base Equity Commitment on or prior to the date that is nine (9) Business Days prior to each Requested Advance Date, in an amount such that, after giving effect to all Advances to be made on such Requested Advance Date and any Approved Pre-Closing Equity Credit Balance, the Debt-to-Equity Contribution Ratio is not more than 79:21. The Equity Investor’s obligation to make Equity Contributions in respect of the Base Equity Commitment may be satisfied upon direction by the Equity Investor to the Collateral Agent to draw on its Equity Investor LC and payment with such funds of the applicable Equity Contribution to the Borrower.

(c)       Ineligible Base Project Costs. The Equity Investor shall make Equity Contributions in respect of Ineligible Base Project Costs on or prior to the date that is three (3) Business Days after receipt by the Equity Investor of written notice of amounts in the Construction Budget that have been applied to Ineligible Base Project Costs (which notice Borrower shall provide to Collateral Agent, the Loan Servicer and

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the Equity Investor not later than two (2) Business Days after the Borrower has Knowledge of the occurrence thereof), in an amount equal to 100% of such Ineligible Base Project Costs.

(d)       Overrun Equity Commitment. The Equity Investor shall make Equity Contributions to pay for Overrun Project Costs as and when due under the Project Documents up to the Overrun Equity Commitment on or prior to any date after (i) the Advances have been drawn in the full amount available under the DOE Credit Facility Documents, and (ii) the Contingencies have been fully utilized. The Equity Investor’s obligation to make Equity Contributions in respect of the Overrun Equity Commitment may be satisfied upon direction by the Equity Investor to the Collateral Agent to draw on its Equity Investor LC and payment with such funds of the applicable Equity Contribution to the Borrower.

(e)       Accelerated Equity Contribution. The Equity Investor shall make a payment in lieu of Equity Contributions (the “Accelerated Equity Contribution”), immediately (and in any event within two (2) Business Days) upon receipt from the Collateral Agent of written notice of the occurrence an Event of Default, prior to the occurrence of Operational Completion, and exercise of remedies under the Loan Documents, in an amount equal to the balance of the undrawn Base Equity Commitment and all amounts of the Overrun Equity Commitment. The Borrower and the Equity Investor hereby instruct the Collateral Agent, upon the Collateral Agent’s receipt of an Accelerated Equity Contribution or in the event of a draw by the Collateral Agent on the Equity Investor LC pursuant to this Section 2.1(e), to apply such amount to the payment of Project Costs, as and when they become due, in accordance with the Transaction Documents.

2.2           Equity Investor LCs.

(a)           The Equity Investor shall cause to be established and maintained in full force and effect, on the Closing Date and throughout the Equity Investor Support Period, an Equity Investor LC in an amount equal to the Forward Equity Commitment plus the Overrun Equity Commitment less the aggregate amount of any Equity Contributions made by the Equity Investor and less any amount of cash collateral posted in lieu of the Equity Investor LC.

(b)           The Collateral Agent shall draw on the Equity Investor LC (i) upon direction by the Equity Investor to the Collateral Agent to draw on its Equity Investor LC in accordance with Section 2.1(b) or Section 2.1(d), as applicable, or (ii) as directed by DOE, upon the failure of the Equity Investor to make an Equity Contribution when due; provided, that the Collateral Agent may draw on the Equity Investor LC only in such amount as is then needed to satisfy the amount of the required Equity Contribution.

(c)           Notwithstanding anything herein to the contrary, the Collateral Agent shall draw on the Equity Investor LC in the amount of the sum of the entire Equity Commitment applicable to the Equity Investor in the event that, during the Equity Investor Support Period, (i) the Equity Investor LC is set to expire within thirty (30) days

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and has not been replaced by the Equity Investor with an Equity Investor LC meeting the criteria set forth herein, or (ii) the issuer of the Equity Investor LC no longer meets the criteria set forth herein and the Equity Investor LC has not been replaced by the Equity Investor within twenty (20) Business Days with an Equity Investor LC meeting the criteria set forth herein.

(d)           The Borrower and the Equity Investor hereby instruct the Collateral Agent, upon the Collateral Agent’s receipt of Equity Contributions made pursuant to Section 2.1 or in the event of a draw by the Collateral Agent on the Equity Investor LC hereunder in connection with Equity Contributions to be made pursuant to Section 2.1, to deposit such amounts in the Equity Funding Account.

(e)           Promptly upon deposit of any Equity Contribution into the Equity Funding Account, but in no event later than two (2) Business Days after such deposit, the Collateral Agent shall (i) deliver to the issuer of the Equity Investor LC all reduction certificates or other information necessary to reduce the amount of the Equity Investor LC by the amount of any Equity Contribution made by the Equity Investor pursuant Sections 2.1 or 2.2, and (ii) if the Equity Commitment has been satisfied in full in accordance with the terms of this Agreement, return the Equity Investor LC to the Equity Investor.

2.3           Obligations.

(a)           The obligations of the Equity Investor hereunder are absolute, irrevocable and unconditional, and shall not be affected by (i) any breach by the Borrower, the Equity Investor or any other Person in the performance or observance of any of its agreements or covenants hereunder or under any Transaction Document, (ii) the bankruptcy or insolvency of the Borrower, the Equity Investor or any other Person, or (iii) the execution, delivery or performance by the Borrower or the Equity Investor of, or the exercise of any remedies of the Collateral Agent or any Secured Party under the Transaction Documents. The obligations of the Equity Investor hereunder shall not be subject to any abatement, reduction, limitation, impairment, termination, setoff, defense, counterclaim or recoupment whatsoever or any right to any thereof, and shall not be released, discharged or in any way affected by any reorganization, of any Person, or by the occurrence of any breach or default or the omission of any action, under or referred to in any of the Transaction Documents, or any modification of, or lack of priority or perfection of, or exercise of remedies with respect to any security for the obligations and shall be satisfied only by the Equity Investor making the Equity Contributions in accordance with Section 2.1 hereof or the draw by the Collateral Agent upon the Equity Investor LC, or a combination thereof.

(b)           The Equity Investor waives:

(i) Any right (except as shall be required by applicable law and cannot be waived) to require the Collateral Agent or any Secured Party to: (i) proceed against the Borrower, any guarantor thereof or any other party;

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(ii) proceed against or exhaust any security held from the Borrower, any guarantor thereof or any other party; or (iii) pursue any other remedy whatsoever;

(ii)   Any defense based on or arising out of any defense of the Borrower, any guarantor thereof or any other party other than payment in full of the Secured Obligations, including, any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of the Equity Investor, Borrower or any other party, the unenforceability of the Secured Obligations or any part thereof from any cause, the failure of the Collateral Agent or any Secured Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of the Equity Investor, Borrower or any other Person, or the cessation from any cause of the liability of the Borrower other than payment in full of the Secured Obligations;

(iii)  Any defense based upon an election of remedies by the Collateral Agent or any Secured Party, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of the Equity Investor or the right of the Equity Investor to proceed against Borrower or another person for reimbursement, or both;

(iv)  Any defense based on any offset against any amounts which may be owed by any person to the Equity Investor for any reason whatsoever;

(v)   Any defense (including failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury), setoff or counterclaim which may at any time be available to or asserted by Borrower under the Common Agreement or any Loan Document;

(vi)  Any duty on the part of the Collateral Agent or any Secured Party to disclose to the Equity Investor any facts it may now or hereafter know about Borrower, regardless of whether any such Person has reason to believe that any such facts materially increase the risk beyond that which the Equity Investor intends to assume, or have reason to believe that such facts are unknown to the Equity Investor, or have a reasonable opportunity to communicate such facts to the Equity Investor, since the Equity Investor acknowledges that it is fully responsible for being and keeping informed of the financial condition of Borrower and of all circumstances bearing on the risk of non-payment of any Secured Obligation;

(vii) Any defense based on any change in the time, manner or place of any payment or performance under, or in any other term of, the Common Agreement, any other Loan Document, or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Common Agreement or any other Loan Document;

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(viii) Any right to assert the bankruptcy or insolvency of Borrower or any other person as a defense hereunder or as the basis for rescission hereof and any defense arising because of any Secured Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law;

(ix)   Any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law; and

(x)   Except as otherwise expressly provided in this Agreement, notice of acceptance of this Agreement and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Collateral Agent or any Secured Party against, and any other notice to, any party liable thereon (including the Equity Investor, the Borrower or any guarantor thereof).

(c)   Notwithstanding any payment or payments made by the Equity Investor under Section 2.1 hereof, the Equity Investor shall not be entitled nor subrogated to any of the rights of the Collateral Agent or any Secured Party against the Borrower or in respect of the Collateral held by the Collateral Agent until the satisfaction in full of the obligations of the Borrower under the Loan Documents. Notwithstanding the preceding sentence, if any amount shall be paid to the Equity Investor on account of such subrogation rights at any time prior to the date the obligations of the Borrower under the Loan Documents are satisfied in full, such amount shall be held by the Equity Investor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of the Equity Investor and shall be promptly turned over to the Collateral Agent in the exact form received by the Equity Investor (duly endorsed by the Equity Investor to the Collateral Agent, if required), to be applied against the obligations of the Borrower under the Loan Documents, whether matured or unmatured, in accordance with the Loan Documents.

Section 3.               Consent and Agreement.

(a)           The Equity Investor acknowledges receipt of the Security Agreement and consents in all respects to the collateral assignment thereunder (subject to the terms thereof) of all of the Borrower’s right, title and interest in, to and under this Agreement and the Equity Investor LC, including all of the Borrower’s rights to receive payments or other contributions under or with respect to this Agreement and all payments and other contributions due and to become due to the Borrower under or with respect to this Agreement, whether as contractual obligations, damages or otherwise.

(b)           The Equity Investor acknowledges and agrees, for the benefit of the Secured Parties, that, pursuant to and in accordance with the Loan Documents, following the occurrence and during the continuation of an Event of Default, the Collateral Agent (acting for the benefit of the Secured Parties and otherwise in accordance with the Collateral Agency Agreement) and any permitted assignee or

7

designee thereof shall be entitled to exercise any and all rights of the Borrower under this Agreement in accordance with the terms hereof (in its own name or in the name of the Borrower), and the Equity Investor shall comply in all respects with such exercise. Without limiting the generality of the foregoing, following the occurrence and during the continuation of an Event of Default, the Collateral Agent and any assignee or designee thereof shall have, pursuant and subject to the terms of such Loan Documents, the full right and power to enforce directly against the Equity Investor all of its obligations under this Agreement and otherwise to exercise all remedies hereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Borrower (in its own name or in the name of the Borrower) under this Agreement; provided, however, that the Equity Investor’s obligations hereunder shall not increase as a result of any such exercise of remedies.

Section 4.               Representations and Warranties of the Equity Investor. The Equity Investor makes the following representations and warranties as to itself for the benefit of each Secured Party, as a Secured Party represented by the Collateral Agent herein:

(a)       Equity Investor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Equity Investor has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Equity Investor has been duly authorized by all necessary limited liability company action on the part of the Equity Investor.

(b)       Neither the execution and delivery by the Equity Investor of this Agreement, the compliance by the Equity Investor with the terms hereof, conflicts with, results in a breach of or constitutes a default under (i) any of the terms, conditions or provisions of the Organizational Documents or other applicable corporate documents of the Equity Investor, (ii) any applicable law, or (iii) any of the terms and conditions of, or results in the creation or imposition of, or the obligation to create or impose, any lien (except Permitted Liens pursuant to the Common Agreement) upon any of the property or assets of the Equity Investor pursuant to the terms of any other Loan Document or any agreement or instrument to which the Equity Investor is a party or by which it or any of its property or assets is bound.

(c)       This Agreement is the legal, valid and binding obligation of the Equity Investor enforceable against the Equity Investor in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights and general principles of equity (regardless of whether enforceability is considered in law or in equity).

(d)       No consent of any other Person and no Governmental Approval is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the taking of any action by the Equity Investor as contemplated herein.

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(e)       There is no action, suit or proceeding at law or in equity by any Person or any arbitration or any administrative or other proceeding by or before, or, to the knowledge of the Equity Investor, any investigation by, any Governmental Authority pending or, to the knowledge of the Equity Investor, threatened against or affecting the Equity Investor or any of its properties or rights which questions or challenges the legality or validity of or seeks damages in connection with this Agreement or any action taken or to be taken by the Equity Investor pursuant to this Agreement or in connection with the transactions contemplated hereby.

(f)        No steps have been taken or legal proceedings started by or against it and, to its knowledge, no such action has been threatened against it for its bankruptcy, winding-up, dissolution or reorganization of or for the appointment of a receiver, trustee or similar officer with respect to it or any of its property.

Section 5.   Miscellaneous.

5.1           No Waiver; Cumulative Remedies. No failure or delay on the part of the Collateral Agent or any other Secured Party in exercising any right, power or privilege hereunder and no course of dealing between the Equity Investor and the Collateral Agent or any other Secured Party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Collateral Agent or any other Secured Party would otherwise have. No notice to or demand on the Equity Investor in any case shall entitle the Equity Investor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Collateral Agent or any other Secured Party to any other or further action in any circumstances without notice or demand.

5.2           Amendments. None of the terms and conditions of this Agreement may be amended, supplemented, modified or waived, nor may any consent under or with respect to such terms and conditions be granted, unless each of the parties hereto agrees thereto in writing.

5.3           Notices. All notices and other communications provided for hereunder shall be provided pursuant to each party’s address specified opposite its name on Schedule 5.3, or to such other address as may be designated by any party in a written notice to each other party hereto.

5.4           Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, all future holders of the obligations of the Borrower under the Loan Documents and their respective successors and assigns.

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5.5   GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION.

(a)THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, FEDERAL LAW AND NOT THE LAW OF ANY STATE OR LOCALITY. TO THE EXTENT THAT A COURT LOOKS TO THE LAWS OF ANY STATE TO DETERMINE OR DEFINE THE FEDERAL LAW, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH COURT SHALL LOOK ONLY TO THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE RULES OF CONFLICTS OF LAWS.

(b)EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS.

(c)BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE EQUITY INVESTOR IRREVOCABLY AND UNCONDITIONALLY:

(i)   SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING AGAINST IT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF (I) THE COURTS OF THE UNITED STATES OF AMERICA FOR THE DISTRICT OF COLUMBIA, (II) THE COURTS OF THE UNITED STATES OF AMERICA IN AND FOR THE SOUTHERN DISTRICT OF NEW YORK, (III) ANY OTHER FEDERAL COURT OF COMPETENT JURISDICTION IN ANY OTHER JURISDICTION WHERE IT OR ANY OF ITS PROPERTY MAY BE FOUND, AND (IV) APPELLATE COURTS FROM ANY OF THE FOREGOING;

(ii)   CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN OR REMOVED TO SUCH COURTS, AND WAIVES ANY OBJECTION, OR RIGHT TO STAY OR DISMISS ANY ACTION OR PROCEEDING, THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(iii)   AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY

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THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH IN SCHEDULE 5.3 OR AT SUCH OTHER ADDRESS OF WHICH EACH OTHER PARTY SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;

(iv)   AGREES THAT NOTHING HEREIN SHALL (I) AFFECT THE RIGHT OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR (II) LIMIT THE RIGHT OF ANY PARTY TO COMMENCE PROCEEDINGS AGAINST OR OTHERWISE SUE THE EQUITY INVESTOR OR ANY OTHER PERSON IN ANY OTHER COURT OF COMPETENT JURISDICTION NOR SHALL THE COMMENCEMENT OF PROCEEDINGS IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE COMMENCEMENT OF PROCEEDINGS IN ANY OTHER JURISDICTION (WHETHER CONCURRENTLY OR NOT) IF, AND TO THE EXTENT, PERMITTED BY THE GOVERNMENTAL RULES; AND

(v)   AGREES THAT JUDGMENT AGAINST IT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION WITHIN OR WITHOUT THE U.S. BY SUIT ON THE JUDGMENT OR OTHERWISE AS PROVIDED BY LAW, A CERTIFIED OR EXEMPLIFIED COPY OF WHICH JUDGMENT SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF THE BORROWER’S OBLIGATION.

5.6           Headings Descriptive. The headings of the several Sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

5.7           No Third Party Beneficiaries. The agreements of the parties hereto are solely for the benefit of the Borrower, the Collateral Agent and the Secured Parties and their respective successors and assigns and no Person (other than the parties hereto and such Secured Parties) shall have any rights hereunder.

5.8           Survival. All agreements, statements, representations and warranties made by the Equity Investor herein or in any certificate or other instrument delivered by the Equity Investor or on its behalf under this Agreement shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of this Agreement and the other Loan Documents regardless of any investigation made by the Secured Parties or on their behalf until the obligations of the Borrower under the Loan Documents shall have been paid in full.

5.9           Severability. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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5.10         Independent Obligations. The Equity Investor’s obligations under this Agreement are independent of those of the Borrower.

5.11         Reinstatement. This Agreement and the obligations of the Equity Investor hereunder shall continue to be effective or be automatically reinstated, as the case may be, if and to the extent that for any reason any amount received by (a) the Borrower pursuant to Section 2.1, or (b) the Secured Parties in respect of the obligations of the Borrower under the Loan Documents, is rescinded, disgorged or reduced in amount, or must otherwise be restored or returned by the Borrower, or any Secured Party, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as if such payment had not been made, and the Equity Investor agrees that it will indemnify the Collateral Agent and its successors and assigns, on demand for all reasonable costs and expenses (including reasonable fees of counsel) incurred by the Collateral Agent and its successors and assigns in connection with any such rescission, reduction or restoration.

5.12         Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

5.13         Entire Agreement. This Agreement, together with any other agreement or instrument executed in connection herewith, is intended by the parties hereto as a final expression of their agreement as to the matters covered hereby and is intended as a complete and exclusive statement of the terms and conditions thereof.

5.14         Collateral Agency Agreement. Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent, or to any amendment, waiver or other modification of this Agreement to be executed (or not to be executed) by the Collateral Agent, or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in accordance with the Collateral Agency Agreement. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim under or in relation to any Loan Document, or confer any rights or benefits on any party hereto.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

KAHUKU HOLDINGS, LLC

as Equity Investor

By:	/s/ Paul Gaynor
Name:	Paul Gaynor
Title:	President

SIGNATURE PAGE TO

EQUITY FUNDING AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

KAHUKU WIND POWER, LLC

By:	Kahuku Holdings, LLC, its Member
By:	/s/ Robert S. Schauer
Name:
Title:

SIGNATURE PAGE TO

EQUITY FUNDING AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

MIDLAND LOAN SERVICES, INC.

as Collateral Agent

By:	/s/ Bradley J. Hauger
Name:	Bradley J. Hauger
	Senior Vice President
Its:	Servicing Officer

SIGNATURE PAGE TO

EQUITY FUNDING AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

U.S. DEPARTMENT OF ENERGY,

as Loan Servicer

By:	/s/ [ILLEGIBLE]
Name:
Title:

SIGNATURE PAGE TO

EQUITY FUNDING AGREEMENT

Schedule 5.3

ADDRESSES

If to Equity Investor:
	Kahuku Holdings, LLC c/o First Wind Energy, LLC 179 Lincoln Street, Suite 500 Boston, MA 02111 Attn: Secretary Email: elim@firstwind.com Telephone: (617) 960-2888 Facsimile: (617) 964-3342
	with copy to:
	First Wind Energy, LLC 179 Lincoln Street, Suite 500 Boston, MA 02111 Attn: Project Finance Email: mordway@firstwind.com Telephone: (617) 960-2888 Facsimile: (617) 964-3342
If to Borrower:
	Kahuku Wind Power, LLC c/o Kahuku Holdings, LLC c/o First Wind Energy, LLC 179 Lincoln Street, Suite 500 Boston, MA 02111 Attn: Secretary Email: elim@firstwind.com Telephone: (617) 960-2888 Facsimile: (617) 964-3342
	with copy to:
	First Wind Energy, LLC 179 Lincoln Street, Suite 500 Boston, MA 02111 Attn: Project Finance Email: mordway@firstwind.com Telephone: (617) 960-2888 Facsimile: (617) 964-3342

If to Collateral Agent:
	Midland Loan Services, Inc. 10851 Mastin, Suite 700 Overland Park, KS Attention: President Facsimile: (913) 253-9709
	with a copy to:
	Midland Loan Services, Inc. 10851 Mastin, Suite 700 Overland Park, KS Attention: General Counsel Facsimile: (913) 253-9709
If to DOE:
	United States Department of Energy Loan Guarantee Program 1000 Independence Ave., SW Washington, D.C. 20585 Attn: Portfolio Director Email: lpo.portfolio@hq.doe.gov
	with copies to:
	United States Department of Energy Loan Guarantee Program 1000 Independence Ave., SW Washington, D.C. 20585 Attn: Monique Fridell Email: monique.fridell@hq.doe.gov Telephone: (202) 586-8336 Facsimile: (202) 586-7366
	United States Department of Energy Loan Guarantee Program 1000 Independence Av., SW Washington, D.C. 20585 Attn: Kimberly Heimert Email: kimberly.heimert@hq.doe.gov Telephone: (202) 287-5683 Facsimile: (202) 450-8483

Milbank, Tweed, Hadley & McCloy LLP

601 S. Figueroa St., 30th Fl.

Los Angeles, CA 90017

Attn: Allan Marks

Email: amarks@milbank.com

Telephone: (213) 892-4000

Facsimile: (213) 629-5063

EX-10.55

Exhibit 10.55

DOE (Title XVII) KAHUKU WIND POWER

SECRETARY’S GUARANTEE

The United States of America, acting through the Secretary of Energy (“Secretary”), hereby guarantees to the Federal Financing Bank, its successors and assigns (“FFB”), all payments of principal, interest, premium (if any), and late charges (if any), when and as due in accordance with the terms of the note dated July 26, 2010, issued by Kahuku Wind Power, LLC (the “Borrower”) payable to FFB in the maximum principal amount of $117,330,968, to which this Secretary’s Guarantee is attached (such note being the “Note”), with interest on the principal until paid, irrespective of (i) acceleration of such payments under the terms of the Note, or (ii) receipt by the Secretary of any sums or property from its enforcement of its remedies for the Borrower’s default.

This Secretary’s Guarantee is issued pursuant to Title XVII of the Energy Policy Act of 2005, as amended (42 U.S.C. § 16511 et seq.), section 6 of the Federal Financing Bank Act of 1973 (12 U.S.C. § 2285), and the Note Purchase Agreement dated as of July 26, 2010, among FFB, the Borrower, and the Secretary.

UNITED STATES OF AMERICA
By:	/s/ David G. Frantz
Name:	David G. Frantz
Title:	Director
	Loan Guarantee Program
	Office of Loan Programs
Date:	July 26, 2010

EX-10.56

Exhibit 10.56

OPTION AGREEMENT UNDER THE
FIRST WIND HOLDINGS INC. 2010 LONG TERM INCENTIVE PLAN

OPTION AGREEMENT (this “Agreement”) granted effective as of [·], 2010, by First Wind Holdings Inc., a corporation organized under the laws of the State of Delaware (the “Company”), to                                             (the “Grantee”), who has been designated as a participant under and in accordance with the terms of the First Wind Holdings Inc. 2010 Long Term Incentive Plan (such plan, as it may be amended from time to time, to be referenced as the “Plan”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Plan, which provides for the grant of stock options in respect of shares of the Company’s Stock (as later defined) to those individuals selected by the Committee;

WHEREAS, the Committee has determined that the Grantee is eligible under the Plan and that it is to the advantage and interest of the Company to grant the stock options provided for herein to the Grantee as an incentive for Grantee to remain in the service of the Company or one of its Subsidiaries or Affiliates, and to provide Grantee an incentive to increase the value of the Class A Common Stock, $0.001 par value per share, of the Company (the “Stock”).

NOW, THEREFORE:

SECTION 1.Stock Option Grant.

The Company hereby grants to the Grantee effective as of the date of this Agreement stock options to purchase [·] shares of Stock (the “Options”), subject to the terms and conditions hereinafter set forth.  The option price of each such Option is $[·] per share (which is the Fair Market Value of the Stock on the date hereof) (the “Option Price”).  The Options shall vest and become exercisable [in             equal installments on each of the first through             anniversaries of the Grant Date]; provided that in no event shall the Options be exercisable in whole or in part ten (10) years from the date hereof (the “Option Term”).  Once vested in accordance with the provisions of this Agreement, the Options may be exercised, in whole or in part, at any time and from time to time prior to the date such Options terminate.  The Options are not intended to be incentive stock options under the Code.

SECTION 2.Options Subject to Plan.

The Options shall be subject to all the terms and provisions of the Plan and the Grantee shall abide by and be bound by all rules, regulations and determinations of the Committee now or hereafter made in connection with the administration of the Plan.  If there is any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern.  Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan.

SECTION 3.Exercise.

Subject to the provisions of Section 4, vested Options may be exercised in whole or in part at any time during the Option Term, by giving written notice of exercise to the Company specifying the number of shares of Stock as to which the Option is being exercised.  Without limiting the generality of the foregoing, payment of the Option Price with respect any portion of any Option being exercised may be made: (i) in cash or its equivalent; (ii) by exchanging shares of Stock owned by the Grantee (which are not the subject of any pledge or other security interest); (iii) through an arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the proceeds of the sale of Stock; or (iv) by any combination of the foregoing, provided that the combined value of all cash and cash equivalents paid and the Fair Market Value of any such Stock so tendered to the Company, valued as of the time of such tender, is at least equal to such Option Price multiplied by the number of shares of Stock for which the Option is being exercised.  In addition, the Committee may permit any Option to be exercised without payment of the purchase price, in which case the Company’s sole obligation shall be to issue to the Grantee the same number of shares of Stock as would have been issued had such Option been Stock Appreciation Rights in respect of an identical number of shares of Stock.  A Grantee shall not have any rights to dividends or other rights of a shareholder with respect to shares subject to the Option until the Grantee has exercised such Option by paying for the shares being exercised (or the Company has elected to net settle such Option) in accordance with this Section 3.

SECTION 4.Termination of Options.

The Options shall immediately terminate and may no longer be exercised if (i) the Grantee ceases to provide services to the Company or one of its Subsidiaries; or (ii) the Grantee becomes an employee of an entity that does not qualify as a Subsidiary under the Plan; or (iii) the Grantee takes a leave of absence without reinstatement rights, unless otherwise agreed in writing between the Company or one of its Subsidiaries and the Grantee; except that

(a)If the Grantee’s service with the Company (or any Subsidiary) terminates by reason of death, the vesting of the Options shall be accelerated and the Options shall

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remain exercisable until (i) the eighteenth (18th) month anniversary of the Participant’s death or (ii) the expiration of the Option Term, whichever is earlier;

(b)If the Grantee’s service with the Company (or any Subsidiary) terminates by reason of Disability, the Options shall continue to vest in accordance with their terms and any vested Options may be exercised, in each case, until (i) the eighteenth (18th) month anniversary of the Participant’s termination of service or (ii) the expiration of the Option Term, whichever is earlier; provided, however, that if the Grantee dies after such termination due to Disability and during the period specified in this Section 4(b), the vesting of the Options shall be accelerated and the Options shall remain exercisable until the later of (x) the date otherwise determined under this Section 4(b) or (y) the first anniversary of the date of the Grantee’s death;

(c)If the Grantee’s service with the Company (or any Subsidiary) terminates by reason of Normal or Early Retirement, the Options shall continue to vest in accordance with their terms and any vested Options may be exercised, in each case, until (i) eighteen (18) moths following the Participant’s termination of service or (ii) the expiration of the Option Term, whichever is earlier; provided, however, that in the event the Grantee’s service terminates by reason of Early or Normal Retirement during the period specified in this Section 4(c) and the Grantee violates his obligations under Section 7(a) hereof, the Company reserves the right, upon notice to the Grantee, to declare that the Options shall be forfeited and of no further validity; and provided, further, that if the Grantee dies after Retirement and during the period specified in this Section 4(c), the vesting of the Options shall be accelerated and Options shall remain exercisable until the later of (x) the date otherwise determined under this Section 4(c) or (y) the first anniversary of the date of the Grantee’s death;

(d)If the Grantee’s service with the Company and each Subsidiary to which Grantee provides services is involuntarily terminated by the Company and each such Subsidiary without Cause, any unvested Options shall thereupon terminate and any vested Options may thereafter be exercised, to the extent they were exercisable at the time of termination, (i) for a period of ninety (90) days from the date of such termination of service or (ii) until the expiration of the Option Term, whichever period is shorter; and

(e)In the event of a Change in Control of the Company, the Options shall become exercisable in accordance with the Plan.

SECTION 5.Adjustments in Common Stock.

In the event of a merger, reorganization, consolidation, recapitalization, stock dividend, stock split, extraordinary cash dividend, other change in corporate structure affecting the Stock, or other event or transaction of a similar nature that results in a material change in the value of the Stock, appropriate adjustments may be made by the

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Committee in the number of shares, class or classes of securities and the Option Price applicable in respect to the Options subject to this Agreement.

SECTION 6.Non-Transferability of Options.

Unless the Committee shall permit (on such terms and conditions as it shall establish), the Options may not be transferred except by will or the laws of descent and distribution to the extent provided herein.  During the lifetime of the Grantee the Options may be exercised only by him or her (unless otherwise determined by the Committee).

SECTION 7.Restrictive Covenants; Release.

(a)Covenant Not to Compete.  In consideration of the receipt of the Options granted pursuant to this Agreement and of the Grantee’s privilege to participate in the Plan, the Grantee hereby agrees that while the Grantee is providing services to the Company or any Subsidiary and for a period of two years after the last date of the Grantee’s service for any of the Company or any of its Subsidiaries, the Grantee shall not compete with the wind energy development, ownership and operation engaged in or expected to be engaged in by the Company or any of its Subsidiaries (the “Business”), as such Business exists at any time during the term of the Agreement, within the United States of America (including its territories and possessions), Canada or Mexico (the “Territories”), either directly or indirectly, whether

(i)by conducting or supporting a business or enterprise in the Business, whether in a managerial, operational, financial or other manner;

(ii)by directly or indirectly participating in another business or enterprise in the Business;

(iii)by employment, consultancy, serving on a board of directors or similar governing body, or any other technical, commercial or other activity with another business or enterprise in the Business (other than teaching or serving in an advisory, regulatory, or legislative entity or a trade association);

(iv)by inducing any utility, any governmental authority or any customer, supplier, licensee, licensor, co-developer, contractor or other business relation of or with the Company or any of its Subsidiaries to cease doing business with the Company or any such Subsidiary, or in any way interfere with the relationship between any such utility, governmental authority, customer, supplier, licensee, licensor, co-developer, contractor or other business relation and the Company or any such Subsidiary;

(v)by soliciting or hiring employees of the Company or any such Subsidiary for another business; and

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(vi)by challenging any of the intellectual property rights or the know-how that is material for the Business of the Company but not protected by registered intellectual property rights or applications therefor;

provided, however, that the covenant in this Section 7(a) shall not apply to (x) activities engaged in as a manager, officer, director, employee, contractor, consultant, or direct or indirect equity owner of the Company or any of its Subsidiaries (to the extent that such activities are conducted for the benefit of the Company or any of its Subsidiaries) and may be waived at any time by the Company for specific activities, but any such waiver shall be restricted to the specific activity to which it expressly relates and only for the duration of the relevant contract; or (y) the passive holding of shares in companies listed on a stock exchange, provided that such holding does not exceed one (1) percent of the aggregate issued and outstanding shares of the relevant company.

(b)Confidentiality.  The Grantee agrees that during, and at any time after, the period during which the Grantee is providing services to the Company or any of its Subsidiaries the Grantee shall keep in confidence and trust all Confidential Information, and shall not use or disclose any such Confidential Information without the prior written consent of the Company, except as may be necessary in the ordinary course of performing the Grantee’s duties to the Company or any of its Subsidiaries.

As used in this Agreement, “Confidential Information” means non-public information belonging to the Company, including, without limitation, financial information, reports, wind data and energy production forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities, in each case, whether such information is developed by the Grantee in the course of the Grantee’s service with the Company or any of its Subsidiaries or the Grantee had access to such information as a result of the Grantee’s service with the Company or any of its Subsidiaries.  Notwithstanding the foregoing, Confidential Information shall not include information (i) in the public domain, unless due to breach of the Grantee’s duties under this Section 7(b), (ii) obtained by the Grantee from a third party prior to, or after the termination of, the Grantee’s service with the Company and each of its Subsidiaries, (iii) independently developed by the Grantee prior to, or after the termination of, the Grantee’s service with the Company and each of its Subsidiaries, or (iv) required to be disclosed by the Grantee by legal or regulatory process.

(c)Property.  The Grantee agrees that all documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Grantee by the Company or any of its Subsidiaries or are produced by the Grantee in connection with the Grantee’s service with the Company or any of its Subsidiaries, shall be and remain the sole property of the Company.  The Grantee shall return to the Company all such materials and property as

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and when requested by the Company.  In any event, the Grantee shall return all such materials and property immediately upon termination of the Grantee’s service for any reason.  The Grantee shall not retain with the Grantee any such material or property or any copies thereof after such termination.  Notwithstanding the foregoing, the Grantee shall have access to such documents and records at reasonable times and upon reasonable notice to the Company, in the event of a dispute between the Company and the Grantee to which such documents and records are reasonably related.

(d)Business Time.  The Grantee shall devote 100% of the Grantee’s business time to the business and affairs of the Company.

(e)Potential Unenforceability of Section 7(a) and Section 7(b).  Although the Grantee and the Company consider the restrictions contained in Section 7(a) and Section 7(b) to be reasonable, if a final, non-appealable judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in Section 7(a) or Section 7(b) is an unenforceable restriction against the Grantee, neither this Agreement nor the provisions of Section 7(a) and Section 7(b) shall be rendered void, but shall be deemed amended as to such restriction as such court may judicially determine or indicate to be reasonable or, if such court does not so determine or indicate, to the maximum extent that any pertinent statute or judicial decision may indicate to be a reasonable restriction under the circumstances.

(f)Specific Performance.  Recognizing that irreparable damage shall result to the Company in the event of a breach or threatened breach by the Grantee of any of the covenants and assurances contained in this Section 7, and that the Company’s remedies at law for any such breach or threatened breach shall be inadequate, the Company and its successors and permitted assigns, in addition to such other remedies that may be available to them, are entitled to, and the Grantee agrees not to oppose the propriety of the Company’s request for, an injunction (as distinct from remedies at law), including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining the Grantee, and each and every person or entity acting in concert or participation with the Grantee, from the continuation of such breach.  For the purpose of clarity, the Grantee may oppose on the merits the Company’s request for such an injunction.  The covenants and obligations of the Grantee set forth in this Section 7 are in addition to and not in lieu of or exclusive of any other obligations and duties of the Grantee to the Company, whether express or implied in fact or in law.

(g)Prior Covenants.  The covenants set forth in this Section 7 shall supersede and replace any covenants related to the same subject matter contained in any agreement entered into prior to the date hereof between the Grantee and the Company (or any predecessor in interest to the Company) in connection with the grant to the Grantee of Series B Units in First Wind Holdings LLC.

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SECTION 8.Miscellaneous.

(a)General.  The Options (i) shall be binding upon and inure to the benefit of any successor of the Company, (ii) shall be governed by the laws of the State of Delaware, and any applicable laws of the United States, and (iii) may not be amended without the written consent of both the Company and the Grantee.  Notwithstanding the foregoing, this Agreement may be amended from time to time without the written consent of the Grantee as permitted by the Plan (or its successor).  No contract or right of employment or other right to provide services to or for the Company or any of its Subsidiaries shall be implied by the Options.

(b)Entire Agreement.  This Agreement, together with the Plan, constitutes the entire agreement with respect to the Options granted hereunder.

(c)Corporate Reorganization.  If the Options are assumed or new options are substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Internal Revenue Code of 1986, as amended), service with such assuming or substituting Company or by a parent Company or a subsidiary thereof shall be considered for all purposes of these Options to be service with the Company.

(d)Withholding.  The Company may require the Grantee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting, exercise or purchase of the Options.

(e)Section and Other Headings, etc.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(f)Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

SECTION 9.Securities Law Requirements.

The Company shall not be required to issue shares of Stock upon the exercise of the Options unless and until (a) such shares have been duly listed upon each stock exchange on which the Company’s Stock is then registered and (b) a registration statement under the Securities Act of 1933 with respect to such shares is then effective.  The Committee may require the Grantee to furnish to the Company, prior to the issuance of any shares of Stock in connection with the exercise of the Options, an agreement, in such form as the Committee may from time to time deem appropriate, in which the

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Grantee represents that the shares acquired by him upon such exercise are being acquired for investment and not with a view to the sale or distribution thereof.

IN WITNESS WHEREOF, the Company has executed this Agreement as of the day and year first above written.

	FIRST WIND HOLDINGS INC.
Grantee	Name:
	Title:

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EX-23.1

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 24, 2010 in Amendment No. 8 to the Registration Statement (Form S-1 No. 333-152671) and related Prospectus of First Wind Holdings Inc. dated October 13, 2010.

/s/ Ernst & Young LLP                

Boston, Massachusetts
October 8, 2010

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.2

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EXHIBIT 23.2

REPORT AND CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Members
First Wind Holdings, LLC:

        The audit referred to in our report dated July 29, 2008, except for the first paragraph under the caption "Significant New Accounting Policies" in Note 3 to the consolidated financial statements relating to the retrospective change in accounting for noncontrolling interests which is as of December 22, 2009, included the related financial statement schedule for the year ended December 31, 2007, included in the registration statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audit. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        Our audit report on the 2007 consolidated financial statements of First Wind Holdings, LLC and subsidiaries referred to above contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and negative operating cash flows, has an accumulated deficit amounting to $116.4 million as of December 31, 2007, and does not have sufficient resources available to meet its funding needs through January 1, 2009. Those conditions raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements for the year ended December 31, 2007, and the related financial statement schedule included in the registration statement do not include any adjustments that might result from the outcome of this uncertainty.

        We consent to the use of our report dated July 29, 2008, except for the first paragraph under the caption "Significant New Accounting Policies" in Note 3 to the consolidated financial statements relating to the retrospective change in accounting for noncontrolling interests which is as of December 22, 2009, with respect to the consolidated statements of operations, members capital (deficit) and cash flows of First Wind Holdings, LLC and subsidiaries for the year ended December 31, 2007, and our report set forth above on the related financial statement schedule, and to the reference to our firm under the heading "Experts" in the prospectus. Our report on the 2007 consolidated financial statements refers to a change in the accounting for noncontrolling interests.

/s/ KPMG LLP

Boston, Massachusetts
October 12, 2010

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EXHIBIT 23.2

REPORT AND CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM